TERMS AND CONDITIONS
Article 1 Definitions
In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.
General Terms and Conditions: The General Terms and Conditions as stated below.
Cherii Agency, established at OD SE, 1105AW, Amsterdam.
Service: All work, of whatever form, that Cherii Agency has carried out for, or for the benefit of, the Client.
Honorarium: The financial reimbursement that is agreed with the Client for the performance of the assignment.
Assignment: The contract of instruction to provide services.
Client: The one who has accepted the validity of these General Terms and Conditions and given instructions for the provision of the Service.
Contract: Any contract entered into between Cherii Agency and the Client.
Article 2 Scope
These General Terms and Conditions apply to every quotation and Contract entered into between Cherii Agency and the Client, unless the General Terms and Conditions are departed from by the parties explicitly and in writing.
These General Terms and Conditions are also applicable to contracts with Cherii Agency for the implementation of which third parties must be involved.
The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.
If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, Cherii Agency and the Client will consult with each other to agree new provisions to replace the void or voided ones.
Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with Cherii Agency in writing
Article 3 Quotations
Quotations should preferably be made in writhing and/or electronic form, unless pressing circumstances make this impossible.
All quotations of Cherii Agency shall be made without obligation, unless in the quotations a period is stated for acceptance. If in the quotation a period is stated for acceptance the quotation will lapse after this period has expired.
Cherii Agency cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation or an element thereof contains a manifest fault or clerical error.
If the acceptance departs from the offer included in the quotation, whether or not on points of minor importance, then Cherii Agency is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless Cherii Agency indicates otherwise.
A composite quotation does not oblige Cherii Agency to perform an element of the Assignment for a corresponding part of the stated price.
Quotations do not automatically apply to future orders or reorders.
Article 4 Formation of the contract
The Contract comes into being through the timely acceptance by the Client of Cherii Agency’s quotation.
Article 5 Duration of the contract
The Contract will be concluded for an indefinite period, unless the nature of the Contract states otherwise or if parties have agreed otherwise explicitly and in writing.
Article 6 Amendments to the contract
If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then Cherii Agency will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.
If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. Cherii Agency will inform the Client of this as soon as possible.
If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then Cherii Agency will inform the Client of this in advance.
If a fixed Honorarium and/or fee is agreed, then Cherii Agency will indicate the extent to which the amendment or supplementation of the Contract will influence the price. In this event Cherii Agency will attempt, as far as possible, to issue a quotation in advance.
Cherii Agency may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to Cherii Agency.
Amendments to the Contract originally entered into between the Client and Cherii Agency are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.
Article 7 Implementation of the contract
Cherii Agency will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
Cherii Agency is entitled to arrange for certain work to be carried out by third parties. The applicability of article 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.
Cherii Agency is entitled to implement the Contract in phases.
If the Contract is implemented in phases, Cherii Agency is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, Cherii Agency is not obliged to implement the following phase, and is entitled to suspend the contract.
If the Contract is implemented in phases, Cherii Agency is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.
The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to Cherii Agency in a timely manner.
If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then Cherii Agency is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.
The applicability of article 7:404 of the Dutch Civil Code is explicitly excluded.
Article 8 Honorarium
The Honorarium and/or the fees are inclusive of VAT.
The Honorarium and/or the fees are exclusive of parking, travel and accommodation costs.
Article 9 Amendment of honorarium
If Cherii Agency agrees a fixed Honorarium and/or fee when the Contract is entered into, then Cherii Agency is entitled to increase this Honorarium or fee, also when the Honorarium or fee is not originally specified provisionally.
If Cherii Agency has the intention of amending the Honorarium and/or fee, it will inform the Client of this as soon as possible.
If the increase of the Honorarium or fee takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:
the increase arises from a right of Cherii Agency or an obligation resting upon Cherii Agency in accordance with the law;
the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;
Cherii Agency is still prepared to implement the Contract on the basis of that which was originally agreed;
it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.
If the increase of the Honorarium or fee takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:
the increase arises from a right of Cherii Agency or an obligation resting upon Cherii Agency in accordance with the law;
Cherii Agency is still prepared to implement the Contract on the basis of that which was originally agreed;
it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.
The Client is entitled to terminate the Contract if the Honorarium or the fee are increased more than three months after the Contract was entered into, unless it is stipulated in the Contract that the implementation will be carried out more than three months after the Contract was entered into.
Cherii Agency will inform the Client in the event of the intention to increase the Honorarium or the fee, stating the extent of the increase and the date upon which it will take effect.
Article 10 Implementation periods
The work will be carried out within a period stated by Cherii Agency.
If a period is agreed or stated for the performance of particular work, then this period is only indicative and is not to be regarded as a strict deadline.
If Cherii Agency needs information or instructions from the Client that are necessary for the implementation of the Contract, then the implementation period will commence after the Client has provided these to Cherii Agency.
If an implementation period is exceeded, the Client must issue Cherii Agency with a written notice of default, whereby Cherii Agency will be offered a reasonable period to nonetheless implement the Contract.
A notice of default is not necessary if the implementation has become permanently impossible, or it otherwise becomes apparent that Cherii Agency will not meet its obligations arising from the Contract. If Cherii Agency does not commence implementation within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.
Article 11 Payment
Payment will take place by means of transfer to a bank account specified by Cherii Agency, unless agreed otherwise. Transfer will take place by means of an invoice.
Payment can be made both in advance and afterwards.
The payment of the first half of the advance must be made within 14 days of the invoice date, in a manner to be specified by Cherii Agency and in the currency in which the invoice is issued, unless agreed otherwise.
The payment of the second half of the advance must be made within 3 months before the wedding or event and within 14 days of the invoice date, in a manner to be specified by Cherii Agency and in the currency in which the invoice is issued, unless agreed otherwise.
The rest the payment that the parties agreed on must be made after the event or the wedding took place, within 14 days of the invoice date, in a manner to be specified by Cherii Agency and in the currency in which the invoice is issued, unless agreed otherwise.
The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.
Cherii Agency is entitled to invoice the Client for work carried out in the period in question. Invoicing will take place per three months.
Cherii Agency and the Client may agree that payment be made in instalments in proportion with the progress of the work. If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.
Objections to the level of the invoice do not have the effect of suspending the payment obligations.
After the expiry of a period of 14 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher.
In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Cherii Agency and the obligations of the Client towards Cherii Agency are immediately claimable.
Article 12 Collection costs
If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client. The Client is in any event liable to pay the collection costs.
With regard to the extrajudicial (collection) charges, Cherii Agency is entitled to a payment of the maximum sum that is determine in the Payment of Extrajudicial Collection Charges Decree
Cherii Agency is only entitled to a reimbursement of extrajudicial collection charges after the Cherii Agency send the client a reminder to pay within 14 the outstanding invoice or invoices after the client came into default.
With regard to the extrajudicial (collection) charges, Cherii Agency is entitled – in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree – to a payment of 15% of the total outstanding principal sum, with a minimum of € 90,- for every invoice that is wholly or partly unpaid.
Any reasonable legal costs and execution costs incurred are also payable by the Client.
Article 13 Retention of title
Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of contract.
Article 14 Suspension
If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then Cherii Agency is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.
Moreover, Cherii Agency is entitled to suspend the fulfilment of the obligations if:
after the Contract is entered into, Cherii Agency becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Cherii Agency.
Cherii Agency reserves the right to claim compensation.
Article 15 Termination
If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then Cherii Agency is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.
Moreover, Cherii Agency is entitled to terminate the Contract with immediate effect if:
after the Contract is entered into, Cherii Agency becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
due to a delay on the part of the Client, Cherii Agency can no longer be required to fulfil the Contract under the originally agreed conditions;
circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Cherii Agency;
the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;
the Client is placed under conservatorship;
the Client deceases.
Termination will take place by means of a written declaration, without judicial intervention.
If the Contract is terminated, the Client’s debts to Cherii Agency become immediately due and payable.
If Cherii Agency terminates the Contract on the above-mentioned grounds, Cherii Agency is not liable for any costs or compensation.
If the termination is attributable to the Client, the Client is liable for the damage suffered by Cherii Agency.
Article 16 Force majeure
Breaches may not be attributed to Cherii Agency or the Client is they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.
In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which Cherii Agency can exercise no influence and through which Cherii Agency is not able to fulfil its obligations.
Circumstances regarded as resulting in force majeure include strikes, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components and lack of labour forces, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by Cherii Agency cannot be reasonably sought by the Client.
Cherii Agency is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after Cherii Agency should have fulfilled its obligations.
In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.
During the period that the force majeure continues, both Cherii Agency and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.
If the situation of force majeure is of a temporary nature, Cherii Agency reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.
If at the time of the occurrence of force majeure Cherii Agency has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then Cherii Agency is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.
Article 17 Liability
The implementation of the Contract is entirely at the risk and responsibility of the Client. Cherii Agency is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of Cherii Agency.
The liability of Cherii Agency is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client.
Cherii Agency is not liable for damage, of whatever nature, resulting from Cherii Agency basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to Cherii Agency.
If Cherii Agency is liable for any damage, then the liability of Cherii Agency is limited to an amount equal to the amount stated in the invoice, or to the amount to which the insurance taken out by Cherii Agency gives entitlement, with the deduction of the policy excess borne by Cherii Agency under the terms of the insurance.
The Client must report the damage for which Cherii Agency can be held liable to Cherii Agency as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.
Any liability claim against Cherii Agency lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.
Article 18 Indemnity
The Client indemnifies Cherii Agency against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.
If Cherii Agency may be sued for this reason, then the Client is bound to provide Cherii Agency with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of Cherii Agency and third parties will be at the expense and risk of the Client.
Article 19 Limitation period
In departure from the legal limitation period, a limitation period of one year applies to all claims against Cherii Agency and any third parties brought in by Cherii Agency.
Article 20 Intellectual property
Cherii Agency reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.
Cherii Agency reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.
Article 21 Confidentiality
Both Cherii Agency and the Client are obliged, for the duration of and after the termination of the Contract, to maintain confidentiality regarding all facts and particulars concerning the business which they know or can reasonably suspect are confidential. This duty of confidentiality also includes all details of employees, clients, commissioning bodies and other business contacts which are learned of by reason of the Assignment.
Article 22 Cancellation
The Client is entitled to cancel the Contract.
The Client may cancel the workshop and/or training up to two weeks in advance of the event without charge. In the event of the cancellation of the Contract, the Client is liable to pay the Honorarium in full or in part. In the event of cancellation:
14 working days in advance, the Client is obliged to pay 100% of the Honorarium;
2 to 6 weeks in advance, the Client is obliged to pay 90% of the Honorarium;
6 weeks in advance, the Client is obliged to pay 75% of the Honorarium.
In case of force majeure the Client is not obliged to pay the full Honorarium.
Article 23 Privacy
Cherii Agency will store the details and information that the Client provides to Cherii Agency carefully and confidentially.
Cherii Agency may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint.
Cherii Agency is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner.
If Cherii Agency is obliged to provide confidential information to third parties by virtue of a legal provision or court decision, and Cherii Agency cannot claim a legal right of immunity, or such a right recognised or permitted by the competent court in this respect, then Cherii Agency is not liable to pay compensation or grant indemnification. The Client is also not entitled to terminate the Contract by reason of any damage arising in this way.
The Client agrees that Cherii Agency may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.
Cherii Agency reserves the right to utilise the other details of the Client in anonymous form for (statistical) research and databases.
Article 24 Applicable law, disputes
Dutch law is exclusively applicable to all legal relationships to which Cherii Agency is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.
The applicability of the Vienna Sales Convention (CISG) is excluded.