Terms & Conditions

Terms and Conditions – BenchWise

These are the terms and conditions of BenchWise B.V. ( BenchWise ). BenchWise is located at Johan Huizingalaan 400 1066 JS Amsterdam, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 85016314. If you have any questions, you can contact us. BenchWise reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.

Article 1 - Services

We offer the following services: Self-assessment tools and moderation for individuals and teams that help to measure and accelerate innovation power.

Article 2 - Applicability of these General Terms and Conditions

These terms and conditions apply to every offer, proposal and assignment between BenchWise and you ( Client ). On request, BenchWise shall send these terms and conditions to you, free of charge. They are also available on www.benchwise.team.

Article 3 - Establishment of the Assignment

The assignment shall be deemed established when Client consents to the service.

Article 4 - Proposals and Offers

All offers and proposals from BenchWise are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
If the Client provides BenchWise with certain information, BenchWise may assume that the provided information is correct and will base the proposal on that information.

Article 5 - Pricing

BenchWise can raise the price in the interim in the case of unforeseen and cost price increasing circumstances if these circumstances occur after the establishment of the assignment.
In case BenchWise has raised prices due to the circumstances referred to in the previous section, the Client has the right to annul the assignment. The Client will be charged for costs incurred for working hours or the execution of parts of the assignment. The Client in such case has no right to compensation or damages.
An offered price does not include expenses for BenchWise and does not include taxes or levies by the authorities.

Article 6 - Payment and Collection Charges

Client must pay within thirty days after the invoice date.
If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default ( ingebrekestelling ) being required. In case of default, Client owes BenchWise the statutory interest (in case he is a consumer) or alternatively the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
If Client does not pay in time, he shall immediately be in default. He will then be due to BenchWise all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
1. 15% on the first € 2,500;
2. 10% on the part that remains thereafter, up to € 5,000;
3. 5% on the part that remains thereafter, up to € 10,000;
4. 1% on the part that remains thereafter, to € 200,000;
5. 0.5% on the remaining part, whereby the total collection fees are maximised to € 6,775.
Any outstanding amounts by the Client are immediately payable in the following cases:
1. Client fails to pay within the payment term;
2. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
3. Client (company) is dissolved or liquidated;
4. Client (private individual) is placed under guardianship or deceased.

Article 7 - Duration

Client and BenchWise enter into the contract for an indefinite period of time, unless Parties agree otherwise.
The agreement can be terminated, by both parties, at any moment, without respecting a notice period.

Article 8 - Execution of the Assignment

BenchWise shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
BenchWise may execute the assignments in different phases and send separate invoices on the different phases.
If BenchWise performs the assignment in different phases, BenchWise may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
Client shall timely provide BenchWise with all information or material, required for the execution of the assignment.
If Client does not provide the material or information in time, BenchWise may suspend the execution of the assignment and charge the additional costs, resulting from the delay. BenchWise is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

Article 9 - Changes of the Assignment

If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
If parties agree on altering the assignment, BenchWise may raise or lower the price. If possible, BenchWise shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
BenchWise may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.

Article 10 - Suspension, Dissolution

BenchWise may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
BenchWise may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate BenchWise for damages.

Article 11 - Termination in the Interim

If BenchWise cancels the assignment in the interim, BenchWise shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for BenchWise, these costs shall be borne by Client.
BenchWise may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
1. Client fails to pay within the payment term;
2. Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
3. Client (the company) is dissolved or liquidated;
4. The occurrence of circumstances in which Client can no longer freely dispose of his capital.

Article 12 - Complaints

Client shall notify BenchWise in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
If Client does not notify BenchWise timely, Client is not entitled to any recovery, replacement or compensation.
If it is established that the complaint is justified and the notification by Client thereof was timely delivered, BenchWise shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
If it is established that a complaint is not justified, Client shall compensate BenchWise for made expenses (like research costs).

Article 13 - Liability

BenchWise is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by BenchWise.
BenchWise is not liable for any damages resulting from BenchWise due to incorrect or incomplete information provided by Client.
The liability of BenchWise shall never exceed the amount paid by its insurer.
If BenchWise’s professional liability insurer does not cover the damages, BenchWise’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €2500,00.
The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

Article 14 - Limitation Period

The limitation period on all claims and defences against BenchWise is one year.

Article 15 - Indemnification

Client indemnifies BenchWise from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to BenchWise.
If third parties address BenchWise to be liable for damages resulting from the execution of the assignment, Client shall support BenchWise both judicial and extrajudicial and Client shall do what may be expected from him.
If Client does not provide the support described in paragraph 2, BenchWise may take the actions it deems required. All expenses and damages made by BenchWise in this respect shall be borne by Client.

Article 16 - Intellectual Property

All the plans, documents, pictures, drawings, programming, creations and related information, made by BenchWise, remain property of BenchWise. This also applies if related expenses are charged or when these are improved, later on.
Client can only copy the aforementioned properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by BenchWise.
Client and BenchWise shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by BenchWise. If parties do not agree on further terms concerning the licenses, BenchWise grant Client a non-transferrable license to use the works, made by BenchWise (like: software, designs, illustrations or any other creation), for an indefinite period of time.

Article 17 - Non-Disclosure

BenchWise shall not disclose any of Client’s information to third parties, unless BenchWise is required by a statutory or professional obligation to disclose the information.
BenchWise shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves BenchWise and the information can be of importance.
Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from BenchWise, whether they are in writing or not.

Article 18 - Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

Article 19 - Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the provisions of these terms and conditions shall prevail.

Article 20 - Applicable Law

Dutch law.

Article 21 - Competent Court

The Court of Amsterdam.