Mavericks Consulting Group

  • Terms & Conditions


Terms & Conditions

May 2019

1 Definitions
1.1 Services: the activities described in the Quote or Agreement that Mavericks Consulting performs for the benefit of the Client.
1.2 Goods: the items or rights described in the Quotation or Agreement, which Mavericks Consulting delivers to the Client.
1.3 Quote: the written proposal from Mavericks Consulting to the Client, containing at least a description of the Services and/or Goods to be delivered by Mavericks Consulting to the Client and the fee to be paid by the Client for this.
1.4 Mavericks Consulting: Mavericks Consulting, established in Veenendaal and registered in the trade register under number 74696025.
1.5 Client: the person who requests a Quote for Services and/or Goods from Mavericks Consulting and/or who enters into an Agreement with Mavericks Consulting.
1.6 Agreement: the agreement between the Client and Mavericks Consulting on the basis of which Mavericks Consulting supplies Services and/or Goods to the Client.

2 Applicability of the General Terms and Conditions
2.1 These General Terms and Conditions apply to the Quote and the formation, content, and performance of the Agreement.
2.2 Purchasing or other conditions from the Client do not apply.
2.3 The Client and Mavericks Consulting can only deviate from these General Terms and Conditions in writing.
2.4 In the event of a conflict between the provisions of the Agreement and these General Terms and Conditions, the Agreement will always prevail.

3 Duration of validity of the Quote, creation, and amendment of the Agreement
3.1 Unless a different term is explicitly included in the Quote, the Quote is valid for thirty (30) days after the date that it has been drawn up.
3.2 The Agreement is established by: a) a written agreement created between Mavericks Consulting and the Client, which in any case describes the Services and/or Goods to be provided by Mavericks Consulting to the Client and the fee to be paid by the Client for this; b) the receipt of the Quote, that has been approved and validly signed by the Client, by Mavericks Consulting, provided this takes place within the validity period of the Quote; c) the consent of the Client that Mavericks Consulting will start with the provision of Services as described in the Quote; in this case, the Agreement is deemed to have been concluded in accordance with the content of the Quote.
3.3 The Agreement can only be amended in writing by Mavericks Consulting and the Client. Verbal agreements and stipulations are only binding for Mavericks Consulting after they have been confirmed in writing to the Client.
3.4 If one or more provisions of these General Terms and Conditions or the Agreement are or become void or voidable, the other provisions will remain in full force. Mavericks Consulting and the Client are required to undertake to replace any invalid or nullified provision with a provision that is legally valid and which deviates as little as possible from the invalid or nullified provision.

4 Financial provisions
4.1 All amounts included in the Quote or Agreement or otherwise stated by Mavericks Consulting are excluding VAT and other government levies.
4.2 Unless otherwise agreed in writing, Mavericks Consulting will charge the fee owed by the Client in advance for Services monthly (or per project) on the basis of the agreed amount or hours.
4.3 Unless another price increase mechanism has been agreed in writing, Mavericks Consulting reserves the right to increase the fee payable by the Client at the following times: a) one (1) time per year, for the first time one (1) year after the commencement date of the Agreement; b) at any time when in the opinion of Mavericks Consulting this is necessary; if the Client does not agree with this price increase, he has the right to terminate the Agreement within two (2) weeks after the price increase has been announced to the Client, on the date on which the announced increase takes effect.
Price increases do not come into effect earlier than one (1) month after they have been announced in writing by Mavericks Consulting to the Client.
4.4 Payments must be made within fourteen (14) days of the invoice date. If payment is not made by the deadline, the Client will legally be in default without a notice of default being required and will owe statutory commercial interest on the outstanding amount as referred to in Article 6: 120 paragraph 2 of the Dutch Civil Code. If the Client fails to pay the claim even after a demand for payment within fourteen (14) days after receipt of the demand, the Client is also obliged to fully reimburse the statutory extrajudicial collection costs as well as all judicial costs (including costs for external experts and lawyers), which are incurred for the collection of the claim.
4.5 The Client is not entitled to suspend payment of invoices unless the Client submits a written complaint to Mavericks Consulting about the content of the invoice within eight (8) days after receipt of an invoice.
4.6 The Client is not entitled to deduct amounts owed to Mavericks Consulting, with the exception of settlement of advances already paid by the Client under the Agreement.

5 Execution of the Agreement
5.1 Mavericks Consulting will make every effort to execute the Agreement as carefully as possible, to represent the interests of the Client to the best of its knowledge and to strive for a useful result for the Client. However, Mavericks Consulting does not guarantee that the application by the Client of advice from Mavericks Consulting will achieve the result desired by the Client.
5.2 Insofar as necessary, Mavericks Consulting will keep the Client informed of the progress of the Agreement's execution.
5.3 Mavericks Consulting reserves the right to suspend the performance of the Agreement during the period that the Client does not comply with its obligations under the Agreement or there is good reason to fear that the Client will not comply with its obligations.

6 Changes and additional work
6.1 If Mavericks Consulting provides Services or Goods that fall outside the Agreement at the request or with the prior consent of the Client, these Services and/or Goods will be reimbursed by the Client according to the agreed rates and, failing that, according to the usual rates of Mavericks Consulting. Mavericks Consulting cannot be obliged to comply with a request for additional work and may require that a separate agreement is created for additional work.

7 Client's Obligations
7.1 The Client will always provide Mavericks Consulting with all data and materials that are useful and necessary in a timely manner for the proper execution of the Agreement and will provide all cooperation, insofar as the Client's cooperation is reasonably required for the performance of the Agreement. If the data and materials required for the execution of the Agreement have not been provided to Mavericks Consulting on time, Mavericks Consulting has the right to suspend the execution of the Agreement and/or to charge the additional costs resulting from the delay to the Client.
7.2 The Client guarantees the correctness and completeness of the requirements and specifications of the Services and/or Goods to be delivered by Mavericks Consulting and other information on which the Quote and/or the Agreement are based.
7.3 If it is agreed that the Services will be performed in whole or in part at a location of the Client, the Client undertakes to ensure that resources are made available to the employee(s) of Mavericks Consulting or its subcontractors, in order to enable them to perform the Services efficiently.

8 Confidential Information
8.1 Mavericks Consulting and the Client guarantee to each other that they will keep all confidential information received from the other in the context of the Quote or Agreement strictly confidential and will not provide it to third parties unless they are required to do so based on a statutory provision or judicial pronunciation. Confidential information should, in any case, be understood to mean information that has been designated as such by the party providing the information or which should reasonably be assumed to be confidential.
8.2 Mavericks Consulting reserves the right to disclose the Client's name and the existence of the Agreement for marketing purposes and to provide references.

9 Personal data
9.1 Insofar as Mavericks Consulting processes the Client's personal data during the Agreement's performance, the Client will be regarded as the controller and Mavericks Consulting as a processor within the meaning of the applicable legislation.
9.2 The responsibility for personal data processing as referred to in Article 9.1 lies solely with the Client. The Client guarantees to Mavericks Consulting that the content, use, and/or processing of personal data are not unlawful and do not infringe any third party's rights. In addition to article 18, the Client indemnifies Mavericks Consulting against any legal action from third parties in connection with the processing by Mavericks Consulting of the Client's personal data.
9.3 The Client has obligations to third parties based on applicable legislation, such as the obligation to provide information, and to provide access to, as well as the ability to correct and delete, the personal data of those involved. The responsibility for the fulfillment of these obligations rests entirely and exclusively with the Client. At the request of and to the extent necessary and possible, Mavericks Consulting will cooperate with the Client at the Client's expense with regard to the fulfillment of these obligations.
9.4 In addition to Article 9.1, Mavericks Consulting will, as a processor of the Client's personal data, comply with the applicable legal requirements. Mavericks Consulting will not process the Client's personal data for any other purpose than the purpose for which they are made available to Mavericks Consulting by the Client.
9.5 In addition to Article 9.1, Mavericks Consulting is permitted to engage sub-processors to execute the Agreement.
9.6 Mavericks Consulting will, insofar as legally permitted, inform the Client in writing as soon as possible when Mavericks Consulting becomes aware of a data breach during the processing of the Client's personal data by or on behalf of Mavericks Consulting. A data breach exists if the Client's personal data has been lost due to a breach of security or if the unlawful processing of the Client's personal data cannot reasonably be ruled out.

10 Delivery, complaints, and transfer of risk
10.1 Unless otherwise agreed in writing, all delivery times included in the Quote or Agreement or otherwise stated by Mavericks Consulting are indicative. Simply not meeting a delivery deadline does not constitute a default on the part of Mavericks Consulting. In the event of a(n) (impending) missed delivery deadline, Mavericks Consulting and the Client will discuss it and agree on a new delivery deadline.
10.2 If it has been agreed that delivery of the Services and/or Goods will be carried out in phases, Mavericks Consulting reserves the right to suspend the delivery of parts belonging to a subsequent phase until the Client has approved the delivery in the preceding phase in writing.
10.3 Complaints concerning the fulfillment of the Agreement must be communicated to Mavericks Consulting in writing as soon as possible, but in any case within eight (8) days after delivery, failing which the Client is deemed to have fully accepted the delivery in question.
10.4 The risk of loss, theft, misappropriation, or damage to items made available to the Client in the context of the Agreement's fulfillment will pass to the Client at the moment that these materials have been placed at the actual disposal of the Client or an assistant.

11 Duration and end of the Agreement
11.1 Unless otherwise agreed in the Agreement, the Agreement ends when the Services and/or Goods' have been delivered, and the Client has fulfilled all its obligations under the Agreement.
11.2 If the Agreement consists of fulfilling similar recurring Services, the Agreement will be valid for an indefinite period unless otherwise agreed in writing. This Agreement can only be terminated by written notice, subject to a notice period of at least three (3) months.
11.3 The Agreement may fully or partially with immediate effect be terminated in writing by either party in the event of a breach by the other party in the performance of the Agreement; if compliance by the other party is not permanently impossible, the right to dissolve only exists on these grounds if the shortcoming continues after the reasonable period for compliance as stated in the notice of default of the dissolving party has expired. If, at the end of the Agreement, the Client has already received performances for the implementation of the Agreement based on this provision, those performances and the related payment obligations will not be subject to cancellation unless Mavericks Consulting is in default with regard to those performances.
11.4 The Agreement can be dissolved in writing in whole or in part with immediate effect, by either party, without the dissolving party being obliged to pay any compensation and without prejudice to all other rights accrued by the dissolving party, in the event of: a) (provisional) moratorium of payment from the other party; b) bankruptcy or filing for bankruptcy of the other party; c) liquidation, dissolution, or termination of the business of the other party for any reason other than reconstruction or merger; d) force majeure of the other party that has lasted for more than three (3) months.
11.5 Upon dissolution of the Agreement based on this article, all claims owed to Mavericks Consulting by the Client are immediately and fully due and payable.
11.6 Provisions that by their nature are intended to continue after the end of the Agreement will remain in force after the end of the Agreement. This includes the provisions on confidentiality, liability, intellectual property rights, applicable law, and dispute settlement.

12 Retention of Title
12.1 All goods and rights delivered by Mavericks Consulting to the Client remain the property of Mavericks Consulting until the Client has fully complied with all its obligations under the Agreement.
12.2 All resources used by Mavericks Consulting in the execution of the Agreement, which are made available by Mavericks Consulting to the Client, remain the property of Mavericks Consulting or its licensors at all times.

13 Third Party Services and/or Goods
13.1 Insofar as Mavericks Consulting supplies Services and/or Goods from third parties to the Client under the Agreement, the terms and conditions of those third parties apply to those Services and/or Goods, except for the provisions of the Agreement and these General Terms and Conditions. This provision only applies with regard to Services and/or Goods that are indicated in the Quote and/or Agreement as being Services and/or Goods of third parties and insofar as the third parties' conditions form part of the Quote and/or Agreement.
13.2 If and insofar as the conditions of third parties in the relationship between the Client and Mavericks Consulting are or are not declared applicable for whatever reason, the provisions of the General Terms and Conditions and the Agreement will apply.
13.3 Mavericks Consulting's liability for Services and/or Goods of third parties will in no case exceed what will be recoverable from the relevant third party.
13.4 In addition to Article 13.1, with regard to open source software components used by Mavericks Consulting in the performance of the Agreement, only the license conditions pertaining to the relevant open source components apply and no license agreement is created between Mavericks Consulting and the Client for these open source components.

14 Intellectual Property Rights
14.1 Unless otherwise agreed in writing, all intellectual property rights in materials developed by Mavericks Consulting under the Agreement or made available or supplied to the Client rest with Mavericks Consulting or its licensors.
14.2 Unless otherwise agreed in writing, the Client will receive a non-exclusive and non-transferable right of use for an indefinite period of time on materials such as software, designs, documentation, reports and models specifically developed by Mavericks Consulting for the benefit of the Client.
14.3 Mavericks Consulting will indemnify the Client against any legal action based on the allegation that materials developed by Mavericks Consulting itself and supplied to the Client infringe an intellectual property right in the Netherlands. This indemnification only applies to the extent that the Client immediately notifies Mavericks Consulting in writing of such a legal claim and provides Mavericks Consulting with the necessary powers of attorney, support and information so that Mavericks Consulting can defend itself against the legal claim or make an arrangement at its sole discretion.
14.4 If it is established that the materials used by Mavericks Consulting infringe any intellectual property right belonging to a third party or if, in the opinion of Mavericks Consulting, there is a plausible chance that such an infringement exists, Mavericks Consulting will, at its own discretion, credit the fee paid for this and recover it after a deduction of a reasonable user fee, or ensure that the Client can continue to use the delivered or functionally equivalent materials undisturbed. Any other or further liability or indemnification obligation of Mavericks Consulting for violation of intellectual property rights of third parties is excluded.

15 Force Majeure
15.1 In the event of force majeure, obligations of the party in force majeure will be wholly or partially suspended, without the parties being obliged to pay any compensation.
15.2 The following circumstances may be reasons for force majeure: a) defective goods, equipment, software or materials from third parties, the use of which has been specified to Mavericks Consulting by the Client; b) force majeure or failure to properly fulfill obligations of suppliers of Mavericks Consulting; c) government measures; d) power failures or internet failure.

16 Transfer of staff
16.1 The Client is not permitted, without the consent of Mavericks Consulting, during the term of the Agreement as well as for one (1) year after its expiry, directly or indirectly, to employ employees of Mavericks Consulting who are or have been involved in the implementation of the Agreement. In the event of violation of this provision, the Client will owe Mavericks Consulting an immediately payable fine of €65,000.00 (sixty-five thousand euros) for each violation, which is not subject to judicial moderation.

17 Engaging third parties and transfer of rights and obligations
17.1 Mavericks Consulting has the right for the execution of the Agreement to engage third parties at its own expense and risk. Mavericks Consulting guarantees to the Client that these third parties will fulfill the obligations of Mavericks Consulting under the Agreement.
17.2 Mavericks Consulting is permitted to transfer its rights or obligations under the Agreement to a third party.
17.3 The Client is not permitted to transfer their rights or obligations under the Agreement to a third party without the prior written consent of Mavericks Consulting, other than in the event of transfer of their entire company.

18 Liability and Indemnities
18.1 The total liability of Mavericks Consulting under the Agreement is limited to compensation for direct damage of the Client up to a maximum of the compensation to be paid by the Client under the Agreement (excluding sales tax). If the Agreement is a continuing performance agreement with a term of more than one (1) year, the maximum liability of Mavericks Consulting per year is the fee to be paid by the Client (excluding sales tax) for one (1) year. Under no circumstances will Mavericks Consulting's liability under the Agreement exceed €25,000.00 (twenty-five thousand euros).
18.2 The total liability of Mavericks Consulting for damage due to death or physical injury is limited to €1,000,000.00 (one million euros), whereby a series of related events is regarded as one event.
18.3 Mavericks Consulting's liability for indirect damages, including but not limited to consequential damages, lost profits, lost savings, damages from business interruption, and damages from loss or damage to data, is excluded.
18.4 The limitations of liability stated in articles 18.1 to 18.3 do not apply insofar as there is intent or deliberate recklessness on the part of Mavericks Consulting.
18.5 Fees credited to Mavericks Consulting will be deducted from the damage suffered by the Client.
18.6 A claim for compensation by the Client must be submitted to Mavericks Consulting within one (1) year after the event causing the damage occurred.
18.7 The limitations of liability of Mavericks Consulting included in this article also apply to the benefit of all third parties that Mavericks Consulting uses in the performance of the Agreement.
18.8 The Client will indemnify Mavericks Consulting against all legal claims related to the Client's use of the results of the Services or Goods delivered, unless there is: a) a legal claim by a third party regarding an infringement of its intellectual property rights; b) intent or willful recklessness on the part of Mavericks Consulting.
18.9 The Client will indemnify Mavericks Consulting against claims from third parties, including employees of Mavericks Consulting, who suffer damage in connection with the performance of the Agreement which is the result of acts or omissions by the Client or unsafe situations in the Client's organization.
18.10 Mavericks Consulting is not liable for damage, of whatever nature, as a result of incorrect and/or incomplete information from the Client.

19 Governing Law and Disputes
19.1 Dutch law applies to these General Terms and Conditions, the Quote and the Agreement. Applicability of the 1980 Vienna Sales Convention is excluded.
19.2 All disputes between the Client and Mavericks Consulting arising from these General Terms and Conditions, the Quote and/or the Agreement will be submitted to the competent court in the district where Mavericks Consulting is located.