Impact
Work

General conditions

ARTICLE 1: GENERAL

  1. These general terms and conditions concern the terms and conditions of ImpactWork Interim & Consultancy B.V., hereinafter referred to as: “ImpactWork,” registered in the trade register of the Amsterdam Chamber of Commerce under Chamber of Commerce number: 87701553, under which file number these terms and conditions have also been filed.
  2. In these terms and conditions, “Client” refers to the party to whom ImpactWork directs its offers as well as the party that commissions ImpactWork.

ARTICLE 2: APPLICABILITY

  1. These terms and conditions apply to all offers and all agreements of ImpactWork. The applicability of any purchasing conditions or other conditions of the Client is expressly excluded.
  2. The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.   

ARTICLE 3: OFFERS

  1. All offers made by ImpactWork are without obligation, unless otherwise agreed, and automatically lapse after a period of 30 days.
  2. The prices applied by ImpactWork are exclusive of VAT and any applicable expenses. These expenses may include, but are not limited to, travel costs, transportation costs, and charges from engaged third parties.

ARTICLE 4: EXECUTION OF AGREEMENT

  1. ImpactWork will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
  2. ImpactWork has the right to engage third parties for certain activities.
  3. The Client ensures that all information, which ImpactWork indicates is necessary or which the Client can reasonably be expected to understand is necessary, is provided to ImpactWork in a timely manner. If the information required for the execution of the agreement has not been provided to ImpactWork in a timely manner, ImpactWork has the right to suspend the execution of the agreement or to charge the Client for the additional costs resulting from the delay according to its usual rates.
  4. If ImpactWork or third parties engaged by ImpactWork perform activities at the Client's location or a location designated by the Client as part of the assignment, the Client shall provide the facilities reasonably desired by those employees free of charge.

ARTICLE 5: AMENDMENT OF AGREEMENT

  1. If, during the execution of the agreement, it becomes apparent that it is necessary for proper execution to amend or supplement the work to be performed, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation. The time of completion of the execution may change as a result. ImpactWork will inform the Client of this as soon as possible.
  2. If the amendment or supplement to the agreement will have financial consequences, ImpactWork will inform the Client of this in advance.

ARTICLE 6: CONTRACT DURATION AND EXECUTION PERIOD

  1. The agreement is entered into for an indefinite period, unless parties agree otherwise in writing.
  2. Stated deadlines for the completion of an assignment can never be regarded as a strict deadline, unless the parties expressly agree otherwise in writing. If ImpactWork expects to be unable to meet its obligations within the stated deadline, it will inform the Client of this as soon as possible.
  3. ImpactWork is authorized to demand advance payment or security from the Client before proceeding to provide the services.
  4. Exceeding a delivery period by ImpactWork as referred to in paragraph 2 does not qualify as a shortcoming attributable to ImpactWork and does not justify termination of the agreement by the Client, and thus does not result in ImpactWork being liable for compensation for any damage suffered by the Client as a result of the actual longer delivery period.

ARTICLE 7: PROGRESS OF AGREEMENT

  1. ImpactWork cannot be obliged to commence with the execution of the assignment earlier than after all necessary information is in its possession and it has received any agreed (installment) payment. Any delays caused by this will result in a proportionate adjustment of the stated delivery times.
  2. If the provision of the services cannot take place normally or without interruption due to reasons beyond ImpactWork's control, ImpactWork is entitled to charge the resulting costs to the Client.

ARTICLE 8: EQUIPMENT, SOFTWARE

The Client is responsible for ensuring, at its own risk and expense, that it has adequate equipment and other suitable facilities that provide access to a network on which it can receive the services provided by ImpactWork. The communication costs incurred in this context are for the Client's account.

ARTICLE 9: FEE

  1. The parties will record the amount of the fee in writing. ImpactWork's fee is not dependent on the outcome of the assignment.
  2. If written agreement on the fee has not taken place, ImpactWork is authorized to determine it based on its usual hourly rates, applicable for the period in which the work was performed.

ARTICLE 10: CONFIDENTIALITY

  1. Both parties are obliged to maintain confidentiality regarding all confidential information they have obtained from each other in the context of the agreement. This obligation continues to exist even after termination of the agreement.
  2. The Client is obliged to impose upon its employees, agents, and subcontractors who gain knowledge of the confidential information, in writing before they obtain the information, the same confidentiality obligation as the Client.
  3. In the event of a breach of one or more obligations from this article, the Client owes ImpactWork an immediately due and payable penalty of € 5,000.00 per breach per day that a breach continues. This penalty does not affect ImpactWork's right to full compensation for damages in accordance with the law.

ARTICLE 11: COMPLAINTS

  1. Complaints about the work performed must be reported to ImpactWork in writing by the Client within 8 days of discovery, but no later than 14 days after completion of the relevant work, failing which the Client is deemed to have fully accepted the result of the assignment.
  2. If a complaint is justified, ImpactWork will still perform the work, unless this has demonstrably become pointless for the Client in the meantime.
  3. Submitting a complaint never suspends the payment obligations of the Client.

ARTICLE 12: INTELLECTUAL PROPERTY

  1. All copyrights and other intellectual property rights relating to the services provided by ImpactWork remain with ImpactWork. The Client acknowledges these rights and will refrain from any infringement thereof.
  2. All documents provided by ImpactWork are exclusively intended to be used by the Client. The Client is not permitted to disclose or reproduce information obtained from ImpactWork in any form whatsoever, unless this is permitted in writing by ImpactWork.
  3. The Client indemnifies ImpactWork against all third-party claims relating to intellectual property rights on the information and documents made available to ImpactWork by the Client, which are used in the execution of the agreement.
  4. ImpactWork has the right to use the knowledge gained during the execution of the work for other purposes, provided that no confidential information of the Client is disclosed to third parties.

ARTICLE 13: LIABILITY

  1. Advice provided by ImpactWork constitutes an obligation to make best efforts and not an obligation to achieve results. ImpactWork is therefore not liable if no result is achieved with respect to the advice provided.
  2. ImpactWork is not liable for claims from the Client and/or third parties that result from or are related to incorrect and/or incomplete information provided to ImpactWork by the Client or to changes in the provided information not reported to ImpactWork in a timely manner by the Client.
  3. Any liability of ImpactWork, its employees, and the persons engaged by ImpactWork in the execution of the assignment is limited to the amount paid out in the relevant case under ImpactWork's professional/business liability insurance.
  4. In the event that ImpactWork's insurance as referred to in paragraph 3 does not provide coverage in a specific case, the liability of ImpactWork, its employees, and the persons engaged by ImpactWork in the execution of the assignment is limited to a maximum of the total fee charged to the Client for the assignment on which the damage is based.
  5. The Client indemnifies ImpactWork against any third-party claims for damages related to the execution of the agreement and caused by factors other than those attributable to ImpactWork.
  6. ImpactWork is never liable for any damage resulting from errors in software or other computer programs used by ImpactWork or information, freeware, or shareware made available via the internet or intranet. The Client must check the supplied data carriers, data, or software for viruses.
  7. ImpactWork is not liable for damage in the form of loss of turnover, diminished goodwill, or other consequential damage incurred by the Client.
  8. ImpactWork accepts no liability for the possible presence of viruses on the data carriers it provides or the data or software delivered or obtained via the internet. The Client must test the supplied data carriers, data, or software for the presence of viruses.

ARTICLE 14: PAYMENT

  1. Payment must be made within 14 days of the invoice date. Objections to invoices do not suspend the payment obligation.
  2. The Client shall make the payments owed to ImpactWork without discount or set-off, except for set-off with any applicable advance payments related to the agreement, which he has provided to ImpactWork. The Client is not entitled to suspend payment of invoices for work already performed.

ARTICLE 15: COLLECTION COSTS

  1. If the Client is in default or in arrears with the fulfillment of one or more of its obligations towards ImpactWork, all costs incurred in obtaining payment out of court, such as the cost of writing reminders, demands for payment, and including the actual legal fees and bailiff's fees, shall be borne by the Client. These costs amount to at least 15% of the total invoice amount due and unpaid within the payment term.
  2. If ImpactWork demonstrates that it has incurred higher costs than the aforementioned percentages, the Client shall also owe ImpactWork the excess.

ARTICLE 16: RETENTION OF TITLE

  1. ImpactWork retains ownership of the goods delivered and to be delivered under the agreement until the time when the Client has fulfilled its related payment obligations to ImpactWork.
  2. The goods subject to retention of title may only be resold by the Client in the context of normal business operations.
  3. In the event that ImpactWork invokes the retention of title, the agreement concluded in this regard shall be deemed dissolved, without prejudice to ImpactWork's right to claim compensation for damages, lost profits, and interest.
  4. The Client is obliged to inform ImpactWork immediately in writing of the fact that third parties are asserting rights to goods that are subject to retention of title under this article.

ARTICLE 17: SUSPENSION

  1. ImpactWork has the right to (temporarily) suspend delivered products and/or services and/or to restrict their use if the Client fails to fulfill an obligation to ImpactWork under the agreement, or acts in violation of the general terms and conditions. The obligation to fulfill the payment of the amounts due remains in effect during the suspension.
  2. ImpactWork will activate the product and its service as soon as the Client has fulfilled its obligation and has paid a specified amount for the product or service.

ARTICLE 18: RETURN OF ITEMS MADE AVAILABLE

  1. If ImpactWork has made items available to the Client during the execution of the assignment, the Client is obliged to return the delivered items at ImpactWork's request within 14 days in their original condition, free of defects, and complete.
  2. If the Client fails to fulfill this obligation, all resulting costs shall be borne by the Client.

ARTICLE 19: FORCE MAJEURE

In the event of force majeure, ImpactWork is entitled, without judicial intervention, to either suspend the execution of the agreement or to terminate the agreement, without being liable for any compensation. If the force majeure situation 1  occurs when the agreement has been partially executed, the Client is obliged to fulfill its obligations 2  towards ImpactWork up to that point. All costs incurred by ImpactWork up to that point will be immediately and fully due and payable.

ARTICLE 20: SUSPENSION, TERMINATION, AND DISSOLUTION

  1. ImpactWork is authorized to terminate the agreement in writing at any time. For agreements with a term of one year or less, the Client may terminate the agreement with a notice period of three months. For agreements with a term of more than one year or agreements for an indefinite period, the Client must observe a notice period of six months.
  2. If the agreement is terminated prematurely by the Client, ImpactWork is entitled to compensation for the resulting and demonstrable loss of capacity utilization, unless the termination is based on facts and circumstances attributable to ImpactWork. ImpactWork is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: the Client fails to fulfill the obligations under the agreement, either wholly, partially, or on time; circumstances that become known to ImpactWork after the conclusion of the agreement give good reason to fear that the Client will not fulfill the obligations; the Client has been requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; if, due to the delay on the part of the Client, ImpactWork can no longer be required to fulfill the agreement under the originally agreed conditions, ImpactWork is entitled to dissolve the agreement.
  3. Furthermore, ImpactWork is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that continued unchanged maintenance of the agreement cannot reasonably be required of ImpactWork. If the agreement is dissolved, ImpactWork's claims against the Client are immediately due and payable.
  4. If ImpactWork proceeds to suspension or dissolution, it is in no way liable for compensation of damage and costs arising in any way as a result.
  5. If the dissolution is attributable to the Client, ImpactWork is entitled to compensation for the damage, including costs, arising directly and indirectly as a result. If the agreement is terminated prematurely by ImpactWork, ImpactWork will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This does not apply if the termination is attributable to the Client. The additional costs involved will be charged to the Client.
  6. In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, debt restructuring or another circumstance as a result of which the Client can no longer freely dispose of its assets, ImpactWork is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or damages. ImpactWork's claims against the Client are in that case immediately due and payable.
  7. If the Client cancels a placed order in whole or in part, the items ordered or prepared for this purpose, plus any costs already incurred in connection therewith, the lost profit therefrom, and the labor time reserved for the execution of the agreement, will be charged in full to the Client.

ARTICLE 21: DISPUTES AND APPLICABLE LAW

  1. Disputes between ImpactWork and the Client will be settled by the competent court in Amsterdam, even if the Client is a party not established in the Netherlands.
  2. ImpactWork remains authorized to summon the Client before the court that has jurisdiction according to the law or the applicable international treaty.
  3. Dutch law exclusively applies to every agreement between ImpactWork and the Client.

ARTICLE 22: AMENDMENT OF TERMS AND CONDITIONS

ImpactWork is authorized to amend the general terms and conditions. These amendments will come into effect at the announced time of entry into force and after ImpactWork has sent the amended terms and conditions to the Client.

25%
of our profit goes to the ImpactWork foundation.