3. QUOTES AND OFFERS
4. CONTRACT AND DURATION
8. FORCE MAJEURE
11. APPLICABLE LAW AND DISPUTES
Jakombo is located in Buinen (9528 RE), listed in the commercial registry of the Chamber of Commerce under file number: 69379645
Any natural or legal person who has concluded or wishes to conclude an agreement with Jakombo, but also that person's representative(s), agent(s), beneficiary or beneficiaries.
All work performed by or on behalf of Jakombo for a client.
The agreement whereby Jakombo commits to the client to provide services in any way and the client commits to pay the related fees, advances and costs.
2.1 These terms and conditions apply to all offers and quotes from, contracts and agreements with Jakombo.
2.2 The most recent version of these general terms and conditions applies. Jakombo is always authorized to re-establish these conditions.
2.3 General terms and conditions, additions and/or derogations from these terms and conditions of the client are valid only when they have been agreed in writing with Jakombo and are exclusively legally valid for the relevant agreement. Such general terms and conditions, additions and/or derogations do not apply to other agreements.
2.4 If any clause in these general terms and conditions or in the agreement is void, the agreement shall remain in force for the remainder. Jakombo and client will replace the relevant clause in consultation with a new clause, which approximates the scope of the original clause as much as possible.
2.5 If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, or if there is a situation between the parties that is not governed by these terms and conditions, the explanation should be found 'in the spirit' of these provisions.
3. QUOTES AND OFFERS
3.1 The contract includes only the work described in the written offer/agreement, including all changes agreed afterward in writing, whereby the client is aware of and agrees to these General Terms and Conditions.
3.2 The offer is completely non-binding and has a validity period of 30 days, unless stated otherwise in the offer.
3.3 The contract is created when an offer issued by Jakombo is accepted in writing by the client, or when Jakombo accepts in writing a contract extended orally by the client and the client silently declares agreement if the client does not respond in writing within 14 days of receipt of the message.
4. CONTRACT AND DURATION
4.1 Contracts are closed for the indicative period as stated in the agreement. The duration is estimated as accurately as possible based on the information available.
4.2 Aside from the efforts of Jakombo, the duration of the contract can be influenced by a variety of factors, such as the quality of the information Jakombo receives and the cooperation that is granted. Terms within which work should be completed are therefore only deadlines if that is agreed in writing.
4.3 Changes to the content of the agreement are binding only if they are confirmed in writing by Jakombo. The client accepts that the scheduling of the contract can be affected by this.
4.4 Jakombo may, upon or after entering into the agreement, before (further) executing the contract, require security from the client to ensure that both the payment and the other obligations will be met.
4.5 In financial terms, the contract is closed once the final billing has been approved by the client. The client must inform Jakombo of this within 30 days of the date of the final billing. If the client does not respond within this period, the final billing will be considered to have been approved and will be settled.
4.6 Jakombo has the right to terminate the agreement prematurely if, as a result of facts or circumstances outside Jakombo's influence, completion of the contract cannot reasonably be required. Such a termination shall be in writing and sent by registered post.
4.7 Unilateral termination by the client is only possible if the agreement provides for this or if there is an attributable shortcoming on the part of Jakombo. Such a termination must be done in writing and sent by registered post. If the agreement does not provide for this and termination is nevertheless done by the client, Jakombo has at least the right to (continued) payment of the advisory costs for work done until that time.
4.8 In the event of premature termination by the client, Jakombo has the right to compensation due to the resulting and probable loss of capacity, whereby the average monthly declaration amount until that time will be used as the starting point.
4.9 In the event that one of the parties becomes bankrupt, requests a suspension of payments or ceases operating, the other party has the right to terminate the contract without a period of notice, with the reservation of all rights.
5.1 As far as possible, the care of a good contractor will be respected in the execution of the contract. The work will be done by Jakombo to the best insight and ability of Jakombo and in accordance with the requirements of good workmanship.
5.2 The obligation intended in 5.1 has the character of a duty of effort because achieving the intended result cannot be guaranteed, unless Jakombo and the client reach agreement explicitly and in writing prior to acceptance of the contract about the results to be achieved and if it is clear between the parties that the description of the result to be achieved is subject to only one explanation and the result can be established objectively (performance requirement). If the written performance requirement does not meet the foregoing cumulative requirements, the client cannot rely on the performance requirement. The same applies if the result is not achieved due to factors beyond the influence of Jakombo.
5.3 Jakombo is required to maintain confidentiality of all information and data from the client towards third parties. In the context of the contract, Jakombo will take all possible precautions to protect the interests of the client. The client will not disclose to third parties without permission from Jakombo any information about Jakombo's approach, method and the like, or make Jakombo's reports available to third parties not covered by the contract.
5.4 If the information and data necessary for proper execution of the agreement is not, is not timely or is not properly provided to Jakombo, then Jakombo has the right to suspend the execution of the agreement or to bill to the client extra costs resulting from the delay according to the usual rates. This also applies to any cooperation of members of the client's organization who are involved in the work of Jakombo.
5.5 The client is obliged to immediately inform Jakombo of facts and circumstances that may be of importance in connection with the execution of the contract.
5.6 The client guarantees the accuracy, completeness and reliability of the information and data provided by the client or on the client's behalf to Jakombo.
5.7 If during the execution of the contract the client wishes to change the existing contract, then aside from that already stipulated herein, this will only be possible if Jakombo accepts this and the client subsequently confirms this in writing. If the client has not provided confirmation with fourteen days after a written reminder to do so, Jakombo is entitled to terminate the agreement immediately and without legal intervention, without being held to any damage compensation toward the client.
5.8 Jakombo is, in derogation from Article 7:404 of the Dutch Civil Code, always entitled to designate other persons who will perform the work. In derogation from Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, the (legal) persons who execute the contract or are involved in some way in the execution are not personally bound or liable to the client. The involvement or engagement of third parties in the execution of the contract by Jakombo happens only after the client has been informed and agreed to this.
5.9 If work is done by Jakombo or by third parties engaged by Jakombo in the context of the contract at the location of the client or a location designated by the client, the client provides the facilities reasonably desired by those employees free of charge.
6.1 The conclusions, findings, recommendations and advice for a contract are tailored to the individual case. In connection with this, Jakombo will:
6.1.1 keep confidential information regarding the client; not provide third parties with access to reports and notes issued to the client, unless the nature of the reporting/contract requires this, or in case a legal duty of disclosure rests on Jakombo;
6.1.2 not list the client as a reference without the client's permission, even after termination of the agreement.
6.2 The responsibilities arising from this article also extend to those whose services Jakombo uses in the execution of the contract, unless otherwise agreed in the specific case and the client is informed of this.
6.3 The client will not disclose to third parties without permission from Jakombo, the approach, method and the like of Jakombo, or make Jakombo's reporting available.
7.1 The results of application and use of the audits, studies, recommendations and other work performed by Jakombo depend on a variety of factors that are beyond Jakombo's control. Although each contract is executed to the best of the knowledge and ability and in accordance with the requirements of good workmanship, Jakombo cannot provide any guarantees with respect to the recommendations and services provided by Jakombo. The latter also applies if certain results were included in the description of the contract.
7.2 Except as otherwise provided in these terms and conditions, Jakombo is only liable for professional misconduct, if it is proven or undeniably demonstrated by the client that the shortcoming consists of not exercising the care which may be expected in the execution of the contract. Jakombo is also not liable for:
7.2.1 damage to the client or third parties resulting from the provision of incorrect or incomplete data or information by or on behalf of Jakombo's client;
7.2.2 damage to the client or third parties resulting from an act or omission of assistants engaged by Jakombo (not including Jakombo employees);
7.2.3 business, indirect or consequential damages to the client or third parties, including any form of indirect damage including additional damages, compensation for consequential damages and damage due to loss of revenue or profit;
7.2.4 damage or destruction of documents during shipping or during dispatch by post, regardless of whether the shipment or shipment is done by or on behalf of a client, Jakombo or third parties.
7.3 The liability for professional misconduct mentioned in Article 7.2 is in any event limited to the invoice amount owed by the client in respect to the work to which the damage-causing event relates or with which it is connected, while the client expressly indemnifies Jakombo from further claims for damages, both of himself and of third parties – including shareholders, directors, commissioners and personnel of the client as well as affiliated legal persons and enterprises and others involved in the organization of the client – arising from or related to Jakombo's work for the benefit of the client.
7.4 For contracts that last longer than six months, a further limitation of the liability referred to above will apply to the maximum amount of the declaration over the last three months with a maximum of € 5,000.
7.5 The client, if the client considers holding Jakombo liable for compensation of damages, is obliged to consult with Jakombo before initiating a liability claim.
7.6 Claims for compensation of damages must be submitted to Jakombo no later than within three months after the client has discovered the damage, upon failure of which the right to damages expires.
7.7 The condition for the existence of any right to damage compensation is always that a complaint must be submitted in accordance with Article 9.
8. FORCE MAJEURE
8.1 In case of force majeure, Jakombo is entitled to dissolve the agreement or to suspend its execution as long as the circumstance causing the force majeure no longer exists, without the client being entitled to claim damages of any kind whatsoever.
8.2 The performance delivered by Jakombo until the time that the force majeure situation arises must be paid by the client in accordance with the provisions of Article 10.
8.3 If the force majeure situation persists for more than 3 months, the other party has the right to terminate the agreement with immediate effect, without legal intervention, without creating any claim for compensation of costs, damages or penalty for termination by the other party.
9.1 Complaints regarding:
9.1.1 the work done by Jakombo must be made known to Jakombo directly, specifically and in writing by means of registered letter as soon as possible, but no later than 2 weeks after the client becomes aware or reasonably could have been aware of the issue;
9.1.2 the invoices must be in the possession of Jakombo in writing within 2 weeks of the sending date.
Exceeding the term stated under 9.1.1 and 9.1.2 leads to expiration of all claims.
9.2 Client must always send a notice of default with complaints. A notice of default must be sent by registered post and contain as detailed a description of the shortcoming as possible, so that Jakombo is able to respond adequately and to investigate. The notice of default must include a 21-day period for rectification.9.3 A complaint does not suspend the client's payment obligation, unless and insofar as Jakombo has informed the client that Jakombo considers the complaint to be founded.
9.4 In the event of a justified complaint, Jakombo has the choice of adjusting the invoice amount, improving or re-doing the relevant work free of charge or wholly or partially no (longer) executing the contract.
10.1 The offer of services can take place on the basis of fixed price, payment for hours worked or post-calculation. If a fixed price is included in the offer, this is valid as the agreed price. If no fixed price is included in the offer, the amount to be paid is determined on the basis of the rates agreed in the contract, which are determined periodically by Jakombo. In that case, the rates most recently determined by Jakombo always apply. If a 'target price' is included in the offer, this is a non-binding estimate of the cost.
10.2 Unless otherwise stated, all amounts mentioned in the offer by Jakombo exclude sales tax.
10.3 Expenses paid and travel and lodging expenses incurred for the benefit of the client and other charges imposed by the government shall be charged to the client. An amount for office fees will not be charged separately.
10.4 The quoted rates do not include compensation for any special hazard related to the contract within the meaning of Article 406 paragraph 2, Book 7 of the Dutch Civil Code, unless expressly stated, regardless of whether such a hazard is part of the risks involved in the nature of Jakombo's operations.
10.5 In the event the agreement does not specify any other terms of payment terms, the following rules apply for contracts based on:
10.5.1 fixed price: 40% at the start of the contract and 60% on completion of the contract.
10.5.2 worked hours or post-calculation: monthly settlement in arrears, or 100% after completion (for short-term contracts).
10.6 If the contract is extended by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations stated in this article (regardless of the addressee of the invoice).
10.7 The client must make payments without any discount or debt offset. The existence of claims does not relieve the client from the payment obligation(s).
10.8 The payment term is 14 days from the date of the declaration.
10.9 In case of late payment, the client is in default without any reminder or further notice and owes interest of 1% per month, calculated from the day(s) that the payment(s) should have been made until the day of satisfaction.
10.10 Collection costs will also be borne by the client – both judicial and extrajudicial – and are set at:
10.10.1 Over the first € 2,500.00 15% (Min. € 40.00)
10.10.2 Over the next € 2,500.00 10%
10.10.3 Over the next € 5,000.00 5%
As well as the costs associated with a bankruptcy application.
10.11 Each payment by the client extends first to the payment of interest due, as well as the collection costs or administration costs incurred by Jakombo and will be deducted from the oldest outstanding invoices, regardless of any other indication by the client.
10.12 If the financial position or the payment behaviour of the client gives reason, in the judgement of Jakombo, to do so, Jakombo is entitled to require of the client immediate (additional) security in a form to be determined by Jakombo. If the client fails to provide the required security, Jakombo is entitled, without prejudice to Jakombo's other rights, to suspend the further execution of the agreement forthwith, and all that which is owed to Jakombo by the client for any reason shall become immediately due and payable.
11. APPLICABLE LAW AND DISPUTES
11.1 Dutch law applies to all agreements closed with the client.
11.2 All disputes arising from an agreement to which these terms and conditions apply, in whole or in part, will be decided by the competent court in the area of Jakombo's headquarters, unless Jakombo wishes to bring the dispute before the competent court in the location of the client.
11.3 The parties will first appeal to the court after having made every effort to resolve a dispute by mutual agreement.
These general terms and conditions are prepared in Dutch, but can also be made available in another language. In case of dispute about the content or the meaning of these general terms and conditions, the Dutch text will be binding.