General terms & conditions
These are the terms and conditions of Laborare Omnia Vincit B.V. ( Sativus Consulting ). Sativus is located at Hoofdstraat 25, 3971 KA, Driebergen-Rijsenburg, the Netherlands registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 56512015.
If you have any questions, you can contact us via mail at: contact@sativus.consulting and by calling: +31(0)85-2460074.
Sativus reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
Article 1 - Services
We offer the following services: consultancy, motivational speaking and related activities.
Article 2 - Applicability of these General Terms and Conditions
These terms and conditions apply to every offer, proposal and assignment between Sativus and you ( Client ). On request, Sativus shall send these terms and conditions to you, free of charge. They are also available on www.savitus.consulting.
Article 3 - Establishment of the Assignment
The assignment shall be deemed established when Contractor confirms the request for the service with the client.
Article 4 - Proposals and Offers
All offers and proposals from Sativus are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
If the Client provides Sativus with certain information, Sativus may assume that the provided information is correct and will base the proposal on that information.
Article 5 - Pricing
Sativus can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
In case Sativus has raised prices due to the circumstances referred to in the previous section, the Client has the right to annul the assignment. The Client will be charged for costs incurred for working hours or the execution of parts of the assignment. The Client in such case has no right to compensation or damages.
An offered price does not include expenses for Sativus and does not include taxes or levies by the authorities.
Article 6 - Payment and Collection Charges
Client must pay within fourteen days after the invoice date.
If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default ( ingebrekestelling ) being required. In case of default, Client owes Sativus the statutory interest (in case he is a consumer) or alternatively the statutory commercial interest plus 1%. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
If Client does not pay in time, he shall immediately be in default. He will then be due to Sativus all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
15% on the first € 2,500;
10% on the part that remains thereafter, up to € 5,000;
5% on the part that remains thereafter, up to € 10,000;
1% on the part that remains thereafter, to € 200,000;
0.5% on the remaining part, whereby the total collection fees are maximised to € 6,775.
Any outstanding amounts by the Client are immediately payable in the following cases:
Client fails to pay within the payment term;
Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
Client (company) is dissolved or liquidated;
Client (private individual) is placed under guardianship or deceased.
Article 7 - Duration
Client and Sativus enter into the contract for an indefinite period of time, unless Parties agree otherwise.
For an assignment of an indefinite term, the following notice periods apply:
Sativus can terminate the agreement per every first day of the month. The notice period is 2. Sativus terminates the agreement by means of a signed letter.
The Client can terminate the agreement per every first day of the month. For the Client a notice period is 2. The Client terminates the agreement by means of a signed letter. In this letter he must specify the reason for cancelling the agreement,
Parties can terminate an agreement at any given time by mutual consent.
Article 8 - Execution Time
If Client owes Sativus a prepayment or if Sativus needs Client to provide certain information or materials, the term within which Sativus shall execute the activities (the execution time), shall not begin to run until the prepayment, information or material is received by Sativus.
If parties, before execution, have agreed on a term for the fulfilment of the services, the final date shall never be regarded as a deadline. When the term is due, Client shall send a notice of default to Sativus.
Client cannot terminate the agreement if Sativus exceeds a term. This does not apply when execution of the activities is permanently impossible or if Sativus does not execute the activities within a new term for execution. Such new term should be given in writing.
Article 9 - Third Parties
Sativus may involve third parties to (partially) perform the activities. The following articles of the Dutch Civil Act ( Burgerlijk Wetboek ) do not apply:
7:404 (execution by a certain person);
7:407 sub 2 (joint and several liability);
7:409 (death of a certain person).
Article 10 - Execution of the Assignment
Sativus shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
Sativus may execute the assignments in different phases and send separate invoices on the different phases.
If Sativus performs the assignment in different phases, Sativus may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
Client shall timely provide Sativus with all information or material, required for the execution of the assignment.
If Client does not provide the material or information in time, Sativus may suspend the execution of the assignment and charge the additional costs, resulting from the delay. Sativus is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
Article 11 - Changes of the Assignment
If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
If parties agree on altering the assignment, Sativus may raise or lower the price. If possible, Sativus shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
Sativus may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.
Article 12 - Suspension, Dissolution
Sativus may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
Sativus may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Sativus for damages.
Article 13 - Termination in the Interim
If Sativus cancels the assignment in the interim, Sativus shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Sativus, these costs shall be borne by Client.
Sativus may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
Client fails to pay within the payment term;
Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
Client (the company) is dissolved or liquidated;
The occurrence of circumstances in which Client can no longer freely dispose of his capital.
Article 14 - Force Majeure
Sativus is not obliged to comply in the event of force majeure .
Sativus may suspend the obligations, coming from the assignment, for as long as the force majeure continues.
If Sativus complied with a part of its obligations, and that part has an independent value, Sativus may charge that part to Client.
Article 15 - Retention of title
Everything supplied by Sativus shall remain the property of Sativus until Client has fully fulfilled all its obligations.
Client must do everything he can reasonably do to secure the properties of Sativus.
If Sativus wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Sativus to enter all places where the properties are located, so that Sativus can take them back.
Article 16 - Guarantees
Sativus warrants that all deliveries shall be in compliance with the usual requirements and standards that may be stipulated in this respect at the time of delivery.
This does not apply if a defect occurs to the goods delivered, as a result of Client's fault.
This guarantee also does not apply if the defect is being caused by circumstances beyond Sativus’s control.
Article 17 - Examination
Client shall examine the result of the assignment when the assignment is finished. Client shall examine if the quantity and the quality of the result is in accordance with the agreement.
Client shall notify Sativus in writing within fourteen days after completion of the assignment, of any visible defects or shortcomings. Client shall notify Sativus in writing within thirty days on shortcomings or defects that are invisible at first sight. The notification must contain a detailed description of the shortcoming.
Article 18 - Complaints
Client shall notify Sativus in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
If Client does not notify Sativus timely, Client is not entitled to any recovery, replacement or compensation.
If it is established that the complaint is justified and the notification by Client thereof was timely delivered, Sativus shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
If it is established that a complaint is not justified, Client shall compensate Sativus for made expenses (like research costs).
Article 19 - Liability
Sativus is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Sativus.
Sativus is not liable for any damages resulting from Sativus due to incorrect or incomplete information provided by Client.
The liability of Sativus shall never exceed the amount paid by its insurer.
If Sativus’s professional liability insurer does not cover the damages, Sativus’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €10.000,00.
The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.
Article 20 - Limitation Period
The limitation period on all claims and defences against Sativus is one year.
Article 21 - Indemnification
Client indemnifies Sativus from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Sativus.
If third parties address Sativus to be liable for damages resulting from the execution of the assignment, Client shall support Sativus both judicial and extrajudicial and Client shall do what may be expected from him.
If Client does not provide the support described in paragraph 2, Sativus may take the actions it deems required. All expenses and damages made by Sativus in this respect shall be borne by Client.
Article 22 - Non-Disclosure
Sativus shall not disclose any of Client’s information to third parties, unless Sativus is required by a statutory or professional obligation to disclose the information. Sativus may disclose however for which clients it works and share this for example on it’s website.
Sativus shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Sativus and the information can be of importance.
Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Sativus, whether they are in writing or not.
Article 23 - Nullity
If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.
Article 24 - Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from another agreement, the provisions of this agreement shall govern and prevail.
Article 25 - Applicable Law
Dutch law.
Article 26 - Competent Court
The Court of Midden-Nederland.