JA IK ACADEMY VBA, kvk-nummer H53748.0, Caya Soeur Dorothea 28, Aruba
Definitions
Contractor: JA IK ACADEMY, registered in the trade register of the Chamber of Commerce under number H53748.
Client: the party that purchases Services from the Contractor
Services: the services or work performed by the Contractor for the Client
Agreement: the Agreement to which these General Terms and Conditions apply
Offers and quotes
Every offer made or quotation made by the Contractor is without obligation and can be revoked by the Contractor at any time. This also applies if a term of acceptance is included in the offer or quotation.
The Client shall ensure that all data, which the Contractor indicates are necessary or which the Client should reasonably understand to be necessary for the conclusion and performance of the Agreement, are provided to the Contractor in a timely manner. If the Contractor’s offer or quotation is based on information provided by the Client, the Client guarantees the correctness and completeness of this information.
Tables, graphics and statistics, etc. of the Services, which are reinforced by the Contractor in the context of an offer or quotation, are not binding and are only intended to give a general picture of the Services offered.
Realization of the agreement
The Agreement between the Contractor and the Client is in any case concluded at the moment when:
The Client has accepted the Contractor’s offer or quotation orally, in writing or by e-mail or other electronic communication; or,
The Contractor has accepted the request or the assignment of the Client orally, in writing or by e-mail or at least other types of electronic communication; or,
The Contractor has commenced the performance of the Services with the knowledge of the Client.
Under no circumstances can rights be derived from any offer or quotation from the Contractor, by whatever name or however arising, after the expiry of thirty (30) days calculated from the date of the offer or quotation.
The Client fully guarantees the authority of the signatory of the Agreement at all times and under all circumstances. All possible discussions regarding the legal validity of the Agreement due to the authority of the representative of the Client are at the risk and expense of the Client and cannot be invoked against the Contractor in court.
Applicability of general terms and conditions
These general terms and conditions apply to all offers and quotations from the Contractor and to all agreements concluded between the Contractor and the Client. The applicability of the Client’s general (purchase) conditions is expressly rejected.
If one or more provisions of the Agreement or in these general terms and conditions are null and void or become void, the other provisions of the Agreement and of these general terms and conditions remain fully applicable and instead of the voided or void provision, that which the parties have agreed upon shall be deemed to have been agreed. would have agreed if they would have known the nullity or voidability.
Performance of the Services
Unless expressly agreed otherwise in writing with the Client, the Contractor by definition does not enter into a result obligation, but an obligation of best efforts to perform the agreed Services carefully and competently.
The Client will provide the Contractor with all information that the Contractor has requested, or which the Contractor must reasonably understand that the Contractor needs to make a correct quotation or offer as well as for the correct execution of the Services. The Client guarantees at all times and under all circumstances the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate from third parties. If the Client does not make the information required by the Contractor available, does not timely or does not properly make it available and the execution of the work is delayed as a result, the resulting additional costs and any additional compensation for the Services will be at the expense of the Client as well as all damage caused as a result. that the Contractor may suffer.
The Contractor and any staff or auxiliary persons engaged are at all times bound by all applicable laws and regulations with regard to the Services, which are already in force or will come into effect in the future, insofar as the applicability of these laws and regulations by parties is not expressly excluded.
In the performance of the Services, the Contractor will in principle only perform these as much as possible and, if this proves necessary, only deploy persons who are sufficiently knowledgeable and have the correct qualifications, regardless of whether these persons are employed by the Contractor or by the Contractor. be hired or hired.
If the Contractor foresees at any time that the obligations arising from the assignment cannot be fulfilled, not in time or not properly, then the Contractor will inform the Client of this in accordance with common practice and as a good Contractor.
Reimbursement and Billing
All costs of the Contractor are included in the fee agreed by the parties for the Services, unless otherwise agreed. All amounts stated by the Contractor in its quotation or invoice include taxes due and any other government levies.
The Contractor will not charge additional costs to the Client if the change or addition to the Services is the result of circumstances that can be attributed exclusively to the Contractor to the exclusion of anyone else.
Services or work that do not fall within the scope of the Agreement or if the change or addition to the Services is the result of circumstances that can be attributed to the Client, the Contractor will charge the extra work in the form of additional costs to the Client – as much as possibly provided with a specified work description – and whether or not under the issuance of a new assignment agreement with accompanying invoice.
Payment of invoices from the Contractor must be made within fourteen (14) days after the invoice date, in the manner and in the currency stated on the invoice, unless the parties have explicitly agreed in writing on a different payment term or method of payment. The Client expressly waives its right to set off a claim against the Contractor against the Contractor’s invoices or to suspend its payment obligation towards the Contractor for that reason.
Payment of invoices must be made in one go and in full before the Services will be delivered or commenced, unless expressly agreed otherwise in writing.
In the event of any exception to the permanent rule as explicitly described in paragraph 5 of this article, the exception in question must comply with:
not exceeding a maximum of four (4) pre-determined and agreed partial periods,
the application of an interest rate of three (3%) percent over each payment term, calculated per month and commencing from the date of the first payment until the discharge of a subsequent installment until the last installment,
the paymentsplit must be made by The client must be strictly complied with, failing which it will immediately be in default and the total outstanding amount will be immediately due and payable in one go,
the deviating payment arrangements made must have been explicitly agreed in writing and signed for approval by the parties and
the interest rate is not subject to moderation.
The invoice amount – as agreed by the parties – is not open to reimbursement or compensation, nor to any form of compensation or settlement. When the Agreement is signed, the full payment is due in full and is due in full before the Services can be provided. A possible arrangement of partial payments does not alter this. Nor when situations should arise that were not foreseeable at the time of signing, including but not limited to the number of participating participants nor
their attendance and performance obligation. The influences that may relate to the participants are at the risk and expense of the Client under the full indemnification of the Client.
Any possible change in the composition or organization of the Client falls under its sphere of influence and cannot be legally enforced against the Contractor.
Objections to an invoice from the Contractor must be reported to the Contractor by the Client within seven (7) consecutive days after the date. A partial dispute of the invoice does not suspend the payment obligation of the Client with regard to the undisputed part.
If the Client fails to pay within the agreed payment term, it is legally in default. The Client owes interest and penalty for the period in which it is in default, which interest is equal to the statutory commercial interest applicable at that time. All costs associated with judicial or extrajudicial collection are furthermore at the risk and expense of the Client. Without prejudice to the foregoing, the Contractor has the right to suspend the Services until the outstanding fee (plus interest and penalty) has been paid.
The prices or hourly wages agreed upon at the start of the performance of the Services are based on the price level existing at that time. The Contractor has the right to adjust the fees agreed with the Client annually on 1 January with the price index figures as published by the Central Bureau of Statistics (CBS) in Aruba.
Confidentiality
Each party will treat confidential information of the other party with strict confidentiality. The parties agree that they:
not to use confidential information for any purpose other than the purpose for which the confidential information was provided; and
will treat confidential information as strictly confidential and will not disclose or disclose it to third parties, including other Clients of the Contractor, competitors of the Client, the public or the press.
Each party will only provide confidential information to its directors, employees, affiliates, lawyers, subcontractors, intermediaries, assistants and/or accountants if it believes that they need to have the confidential information in order to carry out their activities arising out of or in connection with in order to be able to perform the Agreement. A party shall expressly inform the persons referred to in this article about its confidential nature prior to making confidential information available and impose on them the same confidentiality obligation as applies to that party itself.
Without prejudice to the obligations under this article 7, each of the parties is permitted to disclose or disclose confidential information if such party is obliged to do so on the basis of a court order or legal obligation, provided that:
upon disclosure, the interests of the party to whom the confidential information belongs are adequately protected in accordance with the Agreement; and
the disclosing party has notified the other party of such mandatory disclosure in sufficient time to allow the other party sufficient time to challenge such disclosure with the appropriate authority, provided such disclosure is permitted.
Each of the parties shall, at the written request of the other party and in any case upon termination of the activities or the Agreement, for whatever reason, return and/or destroy all confidential information in its possession of the other party, without to retain a copy thereof in any form or on any data carrier, insofar as no statutory retention periods apply.
Privacy If personal data is processed by the Client or Contractor in the context of the performance of the Services, the parties will observe the relevant laws and regulations.
Intellectual property rights
The conclusion of the Agreement or the performance of the Services will not affect the intellectual property rights of one party and does not entail a transfer of intellectual property rights to the other party, nor are any rights of use (licenses) granted to a party, unless the parties agree in writing with so many words expressly agree otherwise.
The Client is not permitted to use the Contractor’s logo and trademarks, unless the Contractor has given explicit prior written permission for this.
Duration
If no duration has been agreed for the Agreement, the Contractor will provide the Services for a fixed period of at least twelve (12) months. Premature cancellation or termination of the Agreement is only possible if this is explicitly stated in writing in the Agreement or these general terms and conditions.
If the parties have agreed on a term for the completion of certain Services within the term of the Agreement, this is never a strict deadline. If this term is exceeded, the Client must give the Contractor written notice of default, whereby the Contractor will be granted a reasonable term to still complete the work.
The Agreement between the parties can be terminated by either party with immediate effect and without judicial intervention being required by registered letter if the other party fails to comply with one or more of the provisions of the Agreement, despite a written summons requiring a reasonable period of time. has been made to the other party to comply
By the mere occurrence of one or more of the circumstances listed below, a party is in default and the other party has the right to terminate the Agreement in whole or in part and with immediate effect prematurely, without prejudice to the other legal rights that belong to the other party:
a party ceases, dissolves or liquidates all or a substantial part of its business;
a party applies for or obtains a (provisional) suspension of payments;
a party is declared bankrupt;
The Agreement cannot be terminated or terminated prematurely or be suspended if, according to the parties, there could be force majeure, including but not limited to: strike, unrest, covid measures or similar illness, circumstances whereby personal contact is not possible or a different situation about which the other party cannot be blamed or imputed. Such cases are exclusively at the risk and expense of the Client to the exclusion of the Contractor.
Outsourcing to third parties
The Contractor is entitled to outsource part of the Services to a subcontractor or to make temporary use of qualified personnel from third parties, if this is necessary to fulfil its obligations.
If the Contractor makes use of third parties or subcontractors in the performance of the Services, the Contractor remains responsible for that choice and for the work of these third parties and/or their employees. The Services provided by these third parties are also subject to the quality level – as may have been agreed between the parties.
Liability
The Contractor’s liability is at all times and under all circumstances limited to a maximum of the amount paid by the Client to the Contractor for the Services, and this only insofar as there is culpability or imputability.
The Contractor’s liability for indirect or consequential damage is expressly excluded at all times and under all circumstances. This in any case includes loss of turnover, loss of profit and missed savings.
None of the liability limitations stated in these general terms and conditions apply in the event of intent or gross negligence on the part of one of the parties.
The Client is obliged to immediately report complaints about the Services to the Contractor; immediately is understood to mean within seven (7) days or at least no later than seven (7) days after the complaint has become known. The complaint contains as detailed a description as possible of the shortcoming, so that the Contractor is able to respond adequately. Any right to compensation expires in any case three (3) months after the event from which the liability directly or indirectly arises.
Force Majeure
The Contractor is not liable for non-compliance or delayed fulfilment of its obligations under the Agreement if and insofar as the shortcoming or delay is caused by a circumstance that constitutes force majeure.
If a party is unable to fulfil its obligations in whole or in part as a result of force majeure, that party must immediately notify the other party. If the Contractor invokes force majeure, the Contractor will immediately hand over a recovery plan to the Client in order to solve or limit the consequences of the force majeure situation as soon as possible.
Miscellaneous
The performance of the Services or the contents of the Agreement between the parties shall not be deemed to constitute or create an employment contract, agency or joint venture between the parties. The services will at all times be performed on the basis of the Agreement, which constitutes a contract for services.
The Contractor will perform the Services independently under all circumstances, at its own risk and expense, without the existence or creation of any form of authority relationship at any time.
The Client will not approach any personnel of the Contractor or of subcontractors of the Contractor with a request to enter the employment of the Client. This prohibition applies during the term of the Agreement between the parties and until six (6) months after its termination.
Neither party is permitted to enter into any obligation (also) on behalf of the other party, unless expressly agreed otherwise in writing beforehand.
The parties are not permitted to transfer or pledge the rights and obligations under an Agreement existing between them, without the prior written consent of the other party. This permission may only be refused on objective and reasonable grounds.
In the event that an assignment is given to the Contractor by more than one person, each of them is jointly and severally liable for the amounts owed to the Contractor under that assignment in respect of the Services.
Applicable law/disputes
In the event that several translations of these general terms and conditions should exist, the only correct and correct version in law will at all times be the present Dutch version, which has been filed with the registry of the Court of Aruba.
All legal relationships between the Client and the Contractor to which these general terms and conditions apply, are exclusively governed by the law of Aruba to the exclusion of any other legal system.
Disputes arising from the Agreement or these general terms and conditions must be submitted, to the exclusion of any other forum, exclusively to the judge of the Court of First Instance of Aruba.
An exception to paragraph 2 of this article is that if there is a dispute that the parties first try to resolve the dispute in good consultation, including alternative dispute resolution, provided that there is mutual written consent.
