Last updated: 20 October 2019
Please read these terms and conditions carefully. These and only these terms and conditions apply to all contracts and agreements between you as a client and Vulto Pharma Education & Consultancy (VuPEC) as service provider, as well as to all offers made by VuPEC, except where explicitly otherwise stated.
Definitions
“Service Provider” means Vulto Pharma Education & Consultancy, registered with the Dutch Chamber of Commerce under number 74772503. Also referred to as “Vulto Pharma Education & Consultancy”, “VuPEC”, “we”, “our”, and “us”.
“Client” means the natural or legal person who contracts Vulto Pharma Education & Consultancy (VuPEC) to perform services. Also referred to as “you” and “your”.
“Parties” means the Client and the Service Provider.
“Agreement” means the agreement made between Client and Service Provider for the provision of services.
“Services” means the services that you and we have agreed that Service Provider will perform for you.
“Contract” means the written document that contains the agreement between Client and Service Provider.
“Third Parties” means any other party that is not part to the agreement between Client and Service Provider.
“Deliverables” means the tangible and intangible outcomes of the Services as defined in the Agreement.
“Works” are products protected by intellectual property rights, where these products are created or used by VuPEC in the context of the provision of the Services.
“Terms and Conditions” are the contents of this document. Also referred to as “Terms” and “T&C”.
1 Offers
1.1 All offers made by VuPEC are non-binding to us, and can be changed or withdrawn at any time up to the moment of acceptance by the Client.
1.2 If we make you an offer with a limited term, it means the offer expires automatically at the end of that term. This does not affect the non-binding character of the offer.
1.3 Unless otherwise stated in the offer, all our offers expire 30 days after the date on which they were issued by us.
1.4 All our offers are based on the information provided by the Client. It is your responsibility to provide us with accurate information regarding the Services required and the circumstances under which the Services are to be performed.
2 Agreements and Contracts
2.1 You enter into a binding agreement with VuPEC by accepting an offer from us. The form of acceptance is immaterial, and can include writing, email, text, or verbally. If the acceptance wasn’t made in writing, we may ask you to give us your acceptance in writing, and you shall not refuse to do so.
2.2 The terms of the agreement between the Client and VuPEC are those laid out in our offer, unless a Contract is signed by both parties. In that case the terms agreed to in the Contract govern the agreement.
2.3 Any changes to the Agreement have to be agreed to in writing by both Parties. Email is considered writing for this purpose.
2.4 The contents of these Terms and Conditions are considered to be an integral part of the agreement between you and VuPEC, whether or not they are explicitly referred to.
2.5 VuPEC explicitly rejects any general or specific terms and conditions used by the Client, and such are considered non-applicable to any Agreement you enter with us.
2.6 If we do not enforce strict compliance with these Terms and Conditions that in no way diminishes the validity or the applicability thereof.
3 Performance of Services
3.1 VuPEC will perform the Services in the manner we deem suitable, to the best of our ability. We will make an effort to achieve the best end results for you, the Client.
3.2 The Client may set goals and boundaries, offer guidance, and express preferences for the execution of the Services, which we will do our best to meet. However, the Client is not allowed to give binding instructions as to how the Services are to be performed.
3.3 The Client will provide VuPEC with all necessary information and data to perform the Services, in a timely manner and at no cost. The accuracy of this information and data is the responsibility of the Client. If the Services cannot be properly performed due to inaccuracy, untimeliness, or inconsistency of the information and data provided by the Client, the Client bears full responsibility for this.
3.4 The Client will without delay inform VuPEC about any facts and circumstances that may be relevant to the performance of the Services.
3.5 Any deadlines or delivery times given by VuPEC for the completion of the Services or part thereof are to be taken as indicative and non-binding. We will make our best effort to meet any agreed deadlines. If we fail to meet a deadline that is never a ground for the Client to terminate the Contract or to delay payment.
3.6 Any services that were not part of the Agreement will only be performed after approval by the Client.
4 Fees and expenses
4.1 All amounts in our offers and agreements are in euros, unless otherwise stated. All amounts in our offers and agreements are excluding value added tax (VAT) and other indirect taxes. If applicable, we will add VAT to the amount we charge you. For Dutch clients the VAT rate is 21%.
4.2 All contractually agreed Services are charged against the hourly rate agreed between you and VuPEC.
4.3 For the purpose of determining the number of hours to be charged, any time worked in performance of the Services is rounded to the nearest quarter of an hour.
4.4 There is no maximum to the number of hours charged to perform the Services, unless otherwise agreed in the Contract.
4.5 The hourly rate applies to any direct engagements with you and if necessary with Third Parties, such as presentations, meetings, telephone calls, and trainings, as well as to any time spent in preparation of these engagements or of other Deliverables, such as research, conference calls, writing, slide show creation, rehearsal, and answering emails.
4.6 If we need to incur any expenses to provide the Services, such as travel, hotel stays, or the purchase of data, we will charge these to the Client.
4.7 For engagements outside of the Rotterdam-The Hague region, when our presence is required, necessary travel time is charged at 50% of the hourly rate.
5 Invoices and payment
5.1 Unless otherwise agreed we will send an invoice to the Client within six weeks after the completion of the Services.
5.2 For larger projects, we may ask the Client to accept periodic or partial invoices. You shall not refuse such a request on unreasonable grounds.
5.3 For some projects we ask for an advance payment. VuPEC will provide you with an invoice for the advance payment within six weeks after the receipt of the payment or after the Client requests it. Any agreed Services will not be provided until the advance payment is received, and any agreed terms and deadlines will be counted from the date of receipt of the advance payment.
5.4 If the Client disagrees with an invoice you have received from VuPEC, you should notify us in writing within two weeks after the invoice date. If the Client fails to notify us within this term, you lose the right to claim back any parts of the invoice, and are obligated to pay the invoice in full.
5.5 The Client is obligated to pay each invoice within one month of its date. If the Client fails to meet this payment, and after receiving a notification from VuPEC compelling you to pay within a reasonable amount of time still fails to meet this payment, the Client is in default and all outstanding invoices become immediately collectable. The Client agrees to bear the cost of payment collection and any interest on the outstanding amount if the Client defaults on his obligation.
6 Confidentiality
6.1 Information provided by VuPEC or by the Client is considered confidential if one of the Parties marks it as such, or if confidentiality may reasonably be assumed.
6.2 The Parties will use confidential information only to fulfil their obligations stemming from the Agreement. Neither the Client nor VuPEC will share confidential information with Third Parties without written permission from the other Party, with the exception of Third Parties hired by VuPEC as subcontractors or temporary personnel who have signed a confidentiality agreement with VuPEC. The Parties will take the necessary precautions to safeguard confidential information from unauthorised use or publication.
6.3 This article does not apply to information marked as confidential but which has already become public not as a result of the actions of one of the Parties.
6.4 This article does not apply to information which one of the Parties is required to disclose by governmental or court order.
6.5 This article also applies to confidential information provided by one of the Parties in the process of establishing the Agreement, before the start date of the Agreement.
7 Transfer of Rights and Obligations and Subcontracting
7.1 The Client is not allowed to transfer the rights and obligations from the contract with VuPEC to third parties without written permission from VuPEC. VuPEC shall not refuse to give such permission on unreasonable grounds.
7.2 VuPEC is allowed to perform the Services by hiring additional temporary personnel or by subcontracting the Services or parts thereof to Third Parties, unless otherwise agreed. VuPEC remains responsible for the Deliverables. Any secrecy or confidentiality agreed between you and VuPEC also applies to all personnel and Third Parties involved in performing the Services.
7.3 VuPEC shall not delegate or subcontract without permission of the Client any parts of the Services that clearly depend on the talents of one or more of its named employees, such as speaking engagements, personal trainings, or participation in advisory board meetings.
8 Intellectual Property
8.1 Any intellectual property rights, including copyright and related rights, on Works provided or developed by VuPEC in conjunction with the Services remain with VuPEC, unless explicitly otherwise agreed. This includes but is not limited to the rights on presentations, slides, posters, articles, reports, images and charts.
8.2 As a Client you automatically have the license to use Works developed or provided by VuPEC in conjunction with the Services performed for you, within the context and the goals of those Services. You are not allowed to publish, sell, reproduce, or sublicense any Works owned by VuPEC.
9 Liability
9.1 Any liability for damages resulting from the performance of the Agreement by VuPEC or its employees or its subcontractors, irrespective of the cause, is limited to the total amount invoiced for the agreement or to 10,000 euros, whichever amount is lower.
9.2 Any claims for damages by the Client expire one year after the date on which those damages first become apparent.
9.3 The Client indemnifies VuPEC, its employees, and its subcontractors from all claims by Third Parties in relation to the performance of the Services, including legal costs incurred to defend against such claims.
10 Force Majeure
10.1 Force Majeure occurs when unexpected external circumstances outside of the control of either Party, make it temporarily or indefinitely impossible for one or both of the Parties to meet their agreed obligations. For VuPEC this includes but is not limited to natural disasters, strikes, personnel problems, transportation problems, and the failure of suppliers or subcontractors to meet their obligations towards us.
10.2 In case of Force Majeure, the obligations of both Parties are suspended, until the normal execution of the Agreement can be resumed.
10.3 If the Agreement is time-sensitive and the suspension of its execution makes it impossible for VuPEC to perform the Services in a satisfactory manner, the Parties will make an effort to amend the Agreement to the satisfaction of both Parties.
11 Termination
11.1 The Agreement ends when both Parties have fulfilled all of their obligations.
11.2 The Agreement can be terminated if both Parties agree to do so in writing or by email.
11.3 If Force Majeure occurs and causes the suspension of the agreement for more than three months, either party is allowed to terminate the Agreement for the parts thereof not completed, by giving the other Party written notice stating the reason for termination.
11.4 VuPEC may terminate the Agreement if the Client fails to meet its obligations within the agreed term, or if it becomes apparent that the Client is unwilling or unable to meet its obligations.
11.5 VuPEC may terminate the agreement if circumstances have changed to make the performance of the Services impossible.
11.6 If the Agreement is terminated before both Parties have fulfilled their obligations, that shall never constitute grounds for the Client to claim damages from VuPEC.
11.7 If the Agreement is terminated before both Parties have fulfilled all their obligations, the Client shall compensate VuPEC for the time already spent on and expenses incurred for the preparation or performance of the Services.
12 Jurisdiction and Dispute Resolution
12.1 All agreements and offers made by VuPEC are governed by Dutch law.
12.2 If any parts of the Agreement become void, this does not void the Agreement. The Parties will make an effort to amend the Agreement to replace the voided parts.
12.3 In case of a dispute, Parties will make an effort to settle the dispute amicably.
12.4 If the dispute cannot be settled amicably, the Parties will turn to the competent court of law in The Hague, the Netherlands.
If you have any questions about these terms and conditions, please contact us using the contact form.
