Terms and Conditions
Quotations, agreement and confirmation
General
These conditions apply to all quotations and agreements, deliveries and services between the client and Alice down the rabbit hole (‘Alice’ for short), unless otherwise agreed and confirmed in writing. When approving a quotation, these conditions stated in the quotation are also approved.
The nullification (or nullity) of a clause will be limited to that clause and will not affect the other provisions of the agreement. The parties undertake to make all necessary efforts to replace a clause that proves to be void or unenforceable with a clause that is as close as possible to the result intended by the voided clause.
Quotation and order confirmation
A quotation is made based on an estimate of the hours to be spent at a fixed hourly rate and an estimate of the actual costs of third parties.
Quotations are without obligation and will only be accepted after written approval from the client. Upon approval, the contents of the quotation and quotation are deemed agreed. If the original order changes, the quote can be changed.
Changes relating to the assignment must be communicated to Alice in a timely manner and in writing by the client. Alice is not bound to the price given for the assignment if it appears that the client requires more work than agreed.
The settlement is made on the basis of the budget provided in the quotation and agreements made in accordance with any changes.
Third party costs
Third-party costs are charged directly; this also applies to price changes at third parties. The quotation includes a realistic estimate of the anticipated costs, which is used as a guideline for implementation. Settlement is made on the basis of the costs actually incurred. Unless expressly stated otherwise, quotations are exclusive of VAT.
Fee for changed assignment/additional work
If Alice has to perform more or different work as a result of incorrectly provided information in the assignment, this work will be charged separately. In the event of changes to the assignment that result in lower costs/work, a new amount will be expressly agreed, and if relevant, a new quotation will also be drawn up.
The execution of the agreement
Providing data
The assignment is carried out based on the input and data provided by the client. Uncertainties in the assignment are clarified in consultation and confirmed through the proposal for implementation.
Confidential information
When entering into the agreement, the client and Alice undertake to treat all information confidentially, unless it concerns already public information. Releasing information about the assignment as a case or reference will always be checked in writing with the client, unless this information is publicly available.
Use of third party services/products
Use of third-party services/products in connection with the assignment is at the expense and risk of the client.
Third party costs are charged directly to the client. Alice can act as an intermediary; compensation for this translates into the time it takes to ensure the collaboration runs smoothly. When payment to third parties is made via Alice, it is entitled to require an advance on the costs from the client.
Term and delivery
The timings agreed between the client and Alice are indicative and cannot be regarded as definitive terms, unless otherwise agreed in writing. Alice is not responsible for delays in the delivery period due to external circumstances, or late delivery of input by the client.
Ownership of the results
Industrial property
The client is the owner of the results obtained from research. The analysis and guidelines based on the research conducted are the result of Alice’s knowledge and expertise, and are therefore the property of Alice. The methodology used is considered to be Alice’s contributed knowledge and therefore remains the property of Alice.
Use of the results
Alice has the right to use generic learnings from the research for future assignments and advice. Detailed results and reports are considered confidential and will not be passed on to third parties or used in public communications.
Payment and collection
Payment obligation
Payments must be made within 30 days of the invoice date. In the event of non-payment of all or part of the price, the outstanding amount will be increased by operation of law and without any notice of default being required, with an annual interest of 8% and a fixed compensation of 10%, with a minimum of € 125,-, excluding VAT. Any non-payment makes the outstanding invoices payable and gives Alice the right, after notice of default, to either suspend any future orders or to terminate the agreement, without prejudice to the right to compensation.
Short-term assignments
For short-term assignments (< 4 months), a 50% advance on the quotation is required, and a settlement is made after presentation of the results. The settlement is made based on the agreed hours and the actual costs of third parties. Monthly invoicing can also be arranged by agreement.
Long-term and ongoing assignments
For long-term (> 4 months) and ongoing assignments, Alice has the right to charge the hours worked monthly. By agreement, and depending on the intensity of the assignment, payment can also be made per quarter or per semester.
Suspension
If the client does not fulfill payment obligations to Alice, Alice has the right to suspend all rights transferred with regard to the agreement until the payment obligation has been met. Alice may require sufficient security for payment and is entitled to discontinue the assignment if this security cannot be provided.
Revocation and termination of the assignment
Termination of the assignment by the client
If the execution of the assignment or the delivery of the work is canceled by the client due to default or force majeure, a settlement will be made based on the costs already incurred and hours worked, including compensation of 10% of the total amount. amount due to loss of profit and costs and/or damage resulting from cancellation.
Termination of the assignment by Alice
If any obligations are not fulfilled, not fulfilled at all or not fulfilled on time by the client, in the event of bankruptcy or suspension of payment and in the event of liquidation of the client, the client is attributable to default. In these cases, Alice has the right to suspend or dissolve the agreement in whole or in part without notice and/or legal intervention, without being obliged to pay any compensation.
Force majeur
Illness and temporary or permanent disability of one of Alice’s partners releases them from meeting the agreed delivery period. The client cannot then claim compensation for costs and damage. Alice will report illness and temporary or permanent disability to the client as soon as possible; After receiving this notification, the client has the right to cancel the assignment in writing for a period of eight days, but with the obligation to reimburse the part of the assignment that has already been carried out.
If exceptional external social circumstances do not enable Alice to complete the assignment according to the agreed structure and time allocation, an alternative approach and quotation will be discussed and agreed upon by mutual agreement via written confirmation. The settlement will then be made on the basis of the advance already paid and the amended quotation.
Liability
The advice provided by Alice is indicative and is only part of a larger picture. The advice is future-oriented, and Alice will always strive for tailor-made advice, with optimal results. Without notice to the contrary from the client, the final report and the advice provided will be considered accepted 14 days after receipt. The success of the resulting innovations depends on both external and sometimes unpredictable factors and proper implementation of the advice. The proper implementation of the advice is the responsibility of the client, and Alice cannot therefore be held liable for the final result.
