Conditions of sale

A: Definitions

In these Conditions of Sale the following definitions apply:

Whitehorne Scientific Consulting: the user of these Conditions of Sale and supplier of services.

Client: the party using the services of Whitehorne Scientific Consulting.

Product: all services and associated effort, and the results thereof, provided by Whitehorne Scientific Consulting that are the subject of a quotation provided by and/or an agreement made between Whitehorne Scientific Consulting and the Client for services to be delivered by Whitehorne Scientific Consulting.

Delivery: the execution of services and associated effort by Whitehorne Scientific Consulting that are the subject of a quotation provided by and/or an agreement made between Whitehorne Scientific Consulting and the Client for services to be delivered by Whitehorne Scientific Consulting.

B. Quotations

B.1: Quotations by Whitehorne Scientific Consulting are provided free of charge, and are to be considered in their entirety.

B.2: Unless the term of validity of the quotation is specified differently, all quotes are valid for 14 days from date of issue.

B.3: Descriptions of services to be provided by Whitehorne Scientific Consulting are indicative only.

B.4: Prices are quoted in Euros (€), are given for services only, and are exclusive of goods and services tax (BTW). Where applicable, prices given are also exclusive of travel and accommodation expenses, unless otherwise specified. International clients are responsible for any costs relating to money exchange transactions and bank charges.

B.5: Quotations can only be accepted in full, or where more than one (1) option for services are given, the option selected can only be accepted in full.

C. Agreements

C.1: The agreement between Whitehorne Scientific Consulting and the Client comes into effect upon receipt of acceptance of the quotation in writing by an authorised signatory. Should the Client verbally instruct Whitehorne Scientific Consulting to proceed with the provision of agreed services without providing a written acceptance of quotation, then the contents of the quotation will apply as agreed. In the case of delivery of services where because of their nature, urgency, or limited scope no quotation has been provided, the invoice will be deemed to provide an accurate and complete description of the agreement for services.

C.2: All agreements are for a fixed period of time, as set out in the quotation/agreement for services, and can only be extended beyond the agreed period by consent of both parties (Whitehorne Scientific Consulting and the Client).

C.3: Any changes in the details of the Client need to be passed on to Whitehorne Scientific Consulting within fourteen (14) days, in writing. Any notices by Whitehorne Scientific Consulting to the Client will be made in writing to the Client’s most recent known address, as known to Whitehorne Scientific Consulting.

D. Changing the agreement

D.1: Any additional agreements or changes in the agreement on the nature of the services to be provided during the course of execution of the agreement are only valid when confirmed in writing by both parties (Whitehorne Scientific Consulting and the Client). The exception to this rule is when a client consistently (i.e. on three occasions) delivers work to Whitehorne for review later than the agreed timeline, and without giving Whitehorne prior notice of this change. In this case, Whitehorne reserves the right to prematurely terminate the agreement without notice.

D.2: Where, as a consequence of requests by the Client for additional agreements or changes in the nature of the services to be provided, there is additional effort to be expended by Whitehorne Scientific Consulting, Whitehorne Scientific Consulting is entitled to charge the additional effort to the Client.

D.3: Where, as a consequence of requests by the Client for additional agreements or changes in the nature of the services to be provided, the original agreed schedule for the delivery of the Product is forced to be exceeded, Whitehorne Scientific Consulting is released from its obligation under the original service agreement to deliver by the agreed date.

D.4: Requests for major changes in the agreement for services by the Client are to be made in writing, and the resolution of such requests will be subject to negotiation between Whitehorne Scientific Consulting and the Client. In the case of the two parties not coming to agreement this may lead to premature termination (see D.5).

D.5: In the case of premature termination of the agreement by the Client or by Whitehorne Scientific Consulting, this needs to be in writing. Whitehorne Scientific Consulting reserves the right to invoice the Client for all effort expended to date on the Product, as well as a fair and reasonable charge for loss of income due to the premature termination. Total charges cannot exceed the total charges of the service agreement between Whitehorne Scientific Consulting and the Client.

E. Changes in price

E.1: Prices charged will be as agreed. Only under exceptional circumstances (Article D) does Whitehorne Scientific Consulting reserve the right to charge for additional services/effort expended as a result of changes initiated by the Client.

E.2: Should an agreement for services contain specific clauses where it is agreed that the Client will provide support or materials (such as office space, meeting facilities, travel, accommodation) required for the execution of the Project, and the Client does not meet its commitments, Whitehorne Scientific Consulting reserves the right to charge the Client for any such expenses incurred by Whitehorne Scientific Consulting in executing the agreement for services.

F. Execution of the agreement and delivery of Product

F.1: Whitehorne Scientific Consulting determines the manner by which the agreement for service delivery is executed.

F.2: Prior to commencement of the project the Client is obliged to provide Whitehorne Scientific Consulting with all information required for the discharge of the agreement by Whitehorne Scientific Consulting, and where appropriate, the Client undertakes to respond to all requests for drafts/information/feedback during the execution of the project by Whitehorne Scientific Consulting in a timely and accurate manner.

F.3: Should the Client provide Whitehorne Scientific Consulting with information that could be considered as falling under the Privacy Act (Wet Bescherming Persoonsgegevens), the Client will ensure that the use of this information is permitted and that use of this information by Whitehorne Scientific Consulting is also permitted.

F.4: Should the Client fail to cooperate fully with Whitehorne Scientific Consulting in its execution of the agreement for services (Article F.1), which includes the Client not providing draft documents, feedback, supplementary material or required correspondence in a timely manner (Article F.2), the Client will be obliged to meet any damages arising from, and/or consequences of, this lack of cooperation. See also setion D1.

F.5: Periodic payments may be specified in the agreement for services. In this case, Whitehorne Scientific Consulting will be entitled to invoice at the end of a given calendar month for the work rendered within the specified period.

F.6: At the end of all projects the Whitehorne Scientific Consulting will provide the Client with a detailed hour log for the work undertaken.

G. Payments

G.1: Whitehorne Scientific Consulting shall invoice the Client for services rendered upon completion of delivery of the agreed services.

G.2: The Client shall pay the amount stated on any invoice within thirty (30) days after the date stated on the invoice into a bank account nominated by Whitehorne Scientific Consulting, and not by any other method, unless the parties agree otherwise in writing. As stated under B.4 above international clients are responsible for any costs relating to money exchange transactions and bank charges.

G.3: The time for payment of invoices pursuant to Article G.2 is a firm date. In the case of the invoice not being paid on or before this date, Whitehorne Scientific Consulting reserves the right to take legal action without further notice and to charge interest at the statutory interest rate.

G.4: In the case that the Client does not pay on time or not at all, the Client shall pay to Whitehorne Scientific Consulting all extra judicial and legal costs incurred by Whitehorne Scientific Consulting in pursuing payment.

G.5: Issues with respect to invoicing are required to be raised in writing within five (5) working days after receipt of the invoice in order to effect a timely resolution.

H. Quality control and responsibility

H.1: The Client takes full responsibility for checking the work performed by Whitehorne Scientific Consulting for accuracy, errors and omissions. Where Whitehorne Scientific Consulting provides advice and/or options for action by the Client, the Client takes full responsibility for making choices and taking decisions on whether to/not to use the advice/feedback/edits provided by Whitehorne Scientific Consulting.

H.2: In the case of questions or issues arising, the Client commits to raising such questions or issues with Whitehorne Scientific Consulting in a timely and prompt manner, and no later than five (5) working days after delivery of the Product, thus allowing the questions to be answered and issues to be resolved.

H.3: The Client waives the right to challenge the services provided by Whitehorne Scientific Consulting if the Client has not met the Conditions of Sale.

I. Liability

I.1: Whitehorne Scientific Consulting will take the utmost care in delivering the agreed service. However, Whitehorne Scientific Consulting cannot guarantee the absence of mistakes or omissions. Whitehorne Scientific Consulting shall not be liable for any mistake, omission, or use by the Client of the Product supplied.

I.2: The presence of an omission or mistake will not entitle the Client under any circumstances to suspend the Client’s obligations to Whitehorne Scientific Consulting.

I.3: The Client shall indemnify Whitehorne Scientific Consulting against all third party claims with regard to Product supplied by Whitehorne Scientific Consulting, unless the claim is attributable to Whitehorne Scientific Consulting’s gross negligence or intent and the Client proves that he/she is entirely without fault.

J. Confidentiality

J.1: All confidential information pertaining to either Whitehorne Scientific Consulting or the Client shall remain the property of the respective party.

J.2: Both Whitehorne Scientific Consulting and the Client must use confidential information about the other party solely in relation to the agreed services to be rendered by Whitehorne Scientific Consulting, and for no other purpose whatsoever, without the prior consent of the relevant party.

K. Intellectual property

K.1: Intellectual property pertaining to any subject matter provided by the Client to Whitehorne Scientific Consulting under the agreement for services with Whitehorne Scientific Consulting is and will remain the property of the Client.

K.2: Whitehorne Scientific Consulting reserves the right to intellectual property for all ideas, innovations and outputs arising from its work for the Client. Whitehorne Scientific Consulting is also free to use any ideas, concepts, know-how, or techniques acquired in, or arising from its work for the Client.

K.3: Whitehorne Scientific Consulting reserves the right to right to use all Product created in advancing the profile of Whitehorne Scientific Consulting, and to be recognised for the Product created.

L. Force majeure

L.1: Force majeure means any failure in the performance that cannot be imputed to any fault of either the Client or Whitehorne Scientific Consulting and for which the party in question is not held accountable either by law or in reasonableness or fairness.

L.2: In the case of temporary force majeure Whitehorne Scientific Consulting reserves the right to extend the intended delivery date by the length of time for which the force majeure is in effect.

L.3: In the case of permanent force majeure either Whitehorne Scientific Consulting or the Client shall have the right to rescind the agreement by written notice to the other party. In the case of force majeure, the Client has no right to claim damages from Whitehorne Scientific Consulting.

M. Cancellation or postponement

M.1: Should the Client cancel the agreement for services or refuse to accept the final Product, Whitehorne Scientific Consulting reserves the right to charge the Client for work already expended, loss of income and any other relevant damages (see also Article D.5).

M.2: Should the Client postpone the agreement for services from the dates specified in the agreement, the Client is obliged to make an up front payment of 50% of the agreed quotation price to Whitehorne Scientific Consulting as a reservation for the postponed services to be delivered at a mutually acceptable future date.

N. Disputes and applicable law

N.1: These conditions of sale shall be governed by and construed in accordance with the laws of the Netherlands.

N.2: Disputes that cannot be solved amicably by the parties will only be submitted to (up to) three arbiters under the regulations of the Netherlands Arbitration Institute (NAI) at Rotterdam, or under the arbitration regulations of the International Chamber of Commerce (ICC) in Paris, on the understanding that the party called to account has the right of choice.