terms & conditions
General Terms and Conditions
Article 1 Definitions
1.In these General Conditions, the following terms shall have the following meaning, unless explicitly indicated otherwise.
The Customer:the party contracting with Santiva. The Contract:the contract to execute work (contract for services).
Article 2 General
1.These Conditions apply to every quotation, offer and Contract between Santiva and the Customer, insofar as the parties do not expressly deviate from these Conditions in writing.
2.These Conditions also apply to all Contracts with Santiva, for the performance of which third parties are engaged.
3.Any deviation from these General Conditions shall only be valid if they have expressly been agreed in writing. Applicability of any purchase or other conditions of the Customer is expressly excluded.
4.If one or more of the provisions of these General Conditions are null or void, the other provisions of these General Conditions shall remain in full effect. Santiva and the Customer shall then consult in order to agree new provisions to replace the null or void provisions, whereby – if and insofar as possible – the purpose and the scope of the original provision shall be taken into account
Article 3 Quotations and Offers
1.Quotations and offers shall be based on the information provided by the Customer. The Customer guarantees that to the best of its knowledge, it has provided all essential information for the set-up and performance of the Contract. Santiva reserves the right to adjust the prices should it transpire that the information provided by the Customer was incomplete or incorrect in whole or in part.
2.All quotations and offers shall be non-binding; they shall be valid for 30 days, unless the contrary is indicated in writing. Santiva shall only be bound by the offers if acceptance hereof is confirmed by the other party in writing within 30 days, unless indicated otherwise.
3.All prices shall be exclusive of turnover tax (VAT) and other levies imposed by a public authority.
4.If the acceptance derogates (on subordinate points) from the offer, Santiva shall not be bound by the acceptance. The Contract shall not be made in accordance with such deviating acceptance, unless Santiva indicates otherwise.
5.A composite price specification does not oblige Santiva to perform a part of the assignment for a corresponding part of the specified price.
Article 4 Performance of the Contract
1.Santiva shall perform the Contract to the best of its insight and ability and in accordance with the requirements of good workmanship, on the basis of state-of-the-art knowledge. If and insofar as proper performance of the Contract so demands, Santiva shall be entitled to subcontract certain activities to third parties.
2.The Customer shall ensure that all information in respect of which Santiva indicates that such is necessary or in respect of which the Customer should reasonably have understood that such was necessary for the performance of the Contract, is given to Santiva in due time. If the information necessary for the performance of the Contract was not given to Santiva in due time, Santiva shall be entitled to suspend performance of the Contract and/or to charge the Customer for the extra costs ensuing from the delay in accordance with the usual rates. The foregoing also applies for making employees of the Customer’s own organisation available, who will be involved in Santiva’s work.
3.Santiva is not obliged to inspect the information received for accuracy and completeness, nor, in the event the information is incorrect, shall it be responsible for the accuracy and completeness of (composed) information it provides to third parties in the framework of the Contract.
4.If Santiva or third parties engaged by Santiva in the framework of the assignment carries/carry out work on site at the Customer’s or a site designated by the Customer, the Customer shall furnish reasonable facilities desired by those employees free of charge.
Article 5 Amendment of the Contract
1.If during the performance of the Contract it appears that for proper performance it is necessary to alter or supplement the work to be carried out, the parties shall adjust the Contract accordingly in due time and in consultation.
2.If the parties agree that the Contract is to be amended or supplemented, the time of completion of the agreed work may be affected. Santiva shall inform the Customer hereof as soon as possible.
3.If a fixed fee is agreed, Santiva shall indicate to what extent amending or supplementing the Contract will entail an increase in such fee.
Article 6 Contract term, performance term
1.The Contract shall continue until completion of the agreed work or shall have the term specified in the Contract. If a Contract is entered into for an indefinite period of time, the Customer and/or Santiva can terminate the Contract by written notice, subject to a notice period of 2 months, unless agreed otherwise in writing.
2.If a term has been agreed for the completion of specific work within the term of the Contract, such term shall never be a fatal one. Therefore, if the term for performance is exceeded, the Customer must give Santiva written notice of default.
3.The Contract is deemed to have been performed correctly, when after either performance or the date of (partial) invoicing, 14 days have passed without the Customer having lodged a written objection against the performance or the invoice.
Article 7 Fee
1.When making the Contract the parties can agree a fixed fee.
2.If no fixed fee is agreed, the fee shall be fixed on the basis of the hours actually spent. The fee shall be calculated in accordance with the agreed rate per day (8 hours) or part of a day (4 hours) and if there is no such agreed rate, in accordance with Santiva’s usual daily rates which apply for the period in which the work is carried out.
3.The fee and any cost estimates shall be exclusive of VAT and shall be charged on a monthly basis, unless otherwise agreed.
4.Santiva shall be entitled by means of at least 2 months’ written notice to adjust the applicable rates and prices, unless the parties expressly agree otherwise in the Contract.
Article 8 Payment, collection, complaints
1.Payment must be effected within 14 days after the invoice date, in a manner specified by Santiva and in the currency of the invoice. Objections to the amount of the invoices shall not suspend the payment obligation.
2.If the payment term is exceeded, the Customer shall legally be in default, without the need for notice of default. In such case the Customer shall owe interest equal to the statutory interest, with a minimum of 1% per month, to be calculated as of the moment that payment should have been made.
3.If the Customer defaults on the (timely) performance of its obligations, all reasonable costs for extrajudicial settlement of the claim shall be at the Customer’s expense. If the Customer is in default, Santiva shall be entitled to suspend its work with immediate effect, without prejudice to its other rights.
4.In the event of liquidation, bankruptcy, attachment or moratorium on the part of the Customer, Santiva’s claims on the Customer shall be immediately payable.
5.The customer must inform Santiva in writing of complaints on the work carried out within 8 days after discovery, but no later than within 14 days after completion of the work in question. The notice of default must contain the most detailed possible description of the shortcoming, so that Santiva can respond adequately.
6.If providing the agreed service is no longer possible or useful, Santiva shall only be liable within the limits of Article 10.
Article 9 Notice, suspension and dissolution
1.Both parties can terminate the Contract in writing at any time if the other party – after proper and the most detailed possible written notice, whereby a reasonable term must be set for rectifying the shortcoming – attributably defaults in the performance of essential obligations under the Contract.
2.Either party can terminate the Contract with immediate effect – in whole or in part, without notice of default and without judicial intervention – by written notice, in the event of bankruptcy or moratorium on the part of the other party, or if the other party ceases its business operations.
3.In the event of Contracts for an indefinite period of time, the parties must observe a notice period of at least 2 months.
4.If the Customer prematurely terminates the Contract, the Customer shall be bound to pay for the expenses of the work carried out up to that point, and for the time which Santiva has reserved for the performance of the assignment. The preliminary results of the work carried out up to that point shall be made available to the Customer subject to payment.
5.If Santiva prematurely terminates the Contract, Santiva shall ensure, in consultation with the Customer, the transfer of the work still to be carried out to third parties, unless the termination is based on facts and circumstances which are attributable to the Customer.
Article 10 Liability
1.Should Santiva be liable, such liability shall be limited to these provisions. Santiva shall perform the Contract to the best of its insight and ability and in accordance with the requirements of good workmanship, on the basis of state-of-the-art knowledge. This obligation is an effort commitment.
2.Santiva shall not be liable for damage arising as a result of Santiva working on the basis of incorrect and/or incomplete information provided by the Customer, unless Santiva should have been aware of such inaccuracy or incompleteness.
3.The Customer shall be bound to indemnify and compensate Santiva with regard to all claims of third parties relating to the Contract and all financial consequences connected therewith.
4.Santiva is only liable towards the Customer for damage directly arising from a shortcoming of Santiva in the performance of the Contract, if and when this damage – with normal know how and experience and with regards to normal attentiveness and way of working – could have been prevented.
5.The maximum liability for Santiva is restricted to the fee invoiced within the framework of the Contract. Santiva has insured its liability. In any event of the insurance company not paying for the damage incurred, Santiva’s liability shall be limited to a maximum of the fee charged over the last three months, but only when the damage is attributable to intent or gross negligence on the part of the director(s) of Santiva.
6.Direct damage exclusively means:
-the reasonable costs to determine the cause and the scope of the damage, insofar as the determination relates to damage as referred to in these Conditions;
-any reasonable costs incurred to ensure that Santiva’s faulty performance corresponds with the Contract, unless such cannot be attributed to Santiva;
-reasonable costs, made to prevent or limit damage, insofar as the Customer demonstrates that such costs have led to limitation of direct damage as referred to in these General Conditions.
7.Santiva shall never be liable for indirect damage, including consequential loss, lost profit, missed savings and damage due to business stagnation.
Article 11. Intellectual property
1.If the work carried out by Santiva under the Contract results in the creation of recorded knowledge and skills (e.g. methods and techniques) or other matters in respect of which copyright or other industrial or intellectual rights can be enforced, such rights shall lie with Santiva, unless there is any express contrary written agreement. The Customer shall have the right of use described in the Contract.
2.The Customer is not permitted to remove or alter any indication relating to copyright, trademarks, trade names or other intellectual or industrial property rights from materials, nor is it allowed to remove or alter any indication regarding the confidential nature and confidentiality of information.
3.The Customer shall not be entitled to any further or other use of the goods created under the Contract, than that which was expressly agreed in advance, nor to adjust the goods created under the Contract, unless it has the written permission of Santiva.
Article 12 Force majeure
1.Neither party shall be bound to perform any obligation if it is prevented from such by force majeure. All external causes, foreseen or unforeseen, over which Santiva has no control, but as a result of which Santiva is not able to perform its obligations, shall be deemed force majeure. This includes late or improper performance of obligations by third parties that Santiva depends on for the performance of its work.
2.If the force majeure situation lasts longer than 30 calendar days, the parties have the right to terminate the Contract by written notice without prejudice to Santiva’s right to compensation of the performance under the Contract.
Article 13 Confidentiality
1.Each party undertakes to maintain confidentiality with regard to all information, facts and events which come to its attention in connection with the Contract and with regard to which it knows or ought to know that disclosure thereof can harm the interests of the other party. Information shall in any event be deemed confidential if a party has specified it to be so.
2.If, on the basis of a statutory provision or a court judgment, Santiva shall be bound to give confidential information to third parties designated by the law or the competent court, and Santiva cannot invoke a statutory right of exclusion or a right of exclusion acknowledged or permitted by the competent court, Santiva shall not be bound to pay any compensation or indemnity and the Customer shall not be entitled to dissolve the Contract on the basis of any damage arising here from.
3.Under these Conditions the parties shall not be bound by a duty of confidentiality in respect of information which is general knowledge, or which information was already at the disposal of the receiving party, or which the receiving party can demonstrate to have independently developed outside of the framework of the Contract, or which information was obtained from a third party in a lawful manner.
4.Santiva’s written permission shall be necessary for the transfer to third parties and disclosure of reports, advice or exhibits provided by Santiva, insofar as this permission was not expressly agreed in advance.
Article 14. Applicable law and disputes
1.These General Conditions and the offers and Contracts to which they apply shall be governed by the law of England and Wales.
2.The parties shall first bring a dispute before a court after they have endeavoured to the best of their ability to settle the dispute in mutual consultation.
3.The disputes which might arise between the Customer and Santiva in connection with an offer or Contract or following other Contracts which might result therefrom, shall exclusively be brought before the competent court in London.
Registered in England and Wales as Santiva Europe Ltd. at Companies House, number 7234355
Vs2 Santiva EL