General Terms and Conditions | epicsIQ
Legal

General Terms and
Conditions.

Enckevort Procurement Interim & Consulting Services (epicsIQ) · Version 1.0 · November 2024

Article 1

Definitions

  1. 1.1EPICS: Enckevort Procurement Interim & Consulting Services, trading under the name epicsIQ, the contractor and user of these General Terms and Conditions.
  2. 1.2Client: the party entering into an Agreement with EPICS.
  3. 1.3Agreement: the written agreement, quotation, assignment confirmation or offer between EPICS and the Client.
  4. 1.4Services: all work performed by EPICS, including consultancy, advisory services, project management, analyses, support and Procurement as a Service (PaaS).
  5. 1.5Statement of Work (SOW): the document detailing scope, deliverables and project-specific terms.
Article 2

Applicability

  1. 2.1These General Terms and Conditions apply to all offers, proposals, Services and Agreements of EPICS.
  2. 2.2Client's purchasing conditions or any other terms are expressly rejected.
  3. 2.3Deviations are only valid if agreed in writing.
  4. 2.4Nullity or annulment of any provision does not affect the validity of the remaining provisions. Parties shall replace the invalid provision with one that reflects the original intent as closely as possible.
Article 3

Nature of the Services

  1. 3.1EPICS provides Services on a best-efforts basis only.
  2. 3.2EPICS does not perform engineering, technical design, structural calculations or assume any technical end responsibility.
  3. 3.3EPICS advises and supports but is not responsible for decisions or outcomes of the Client or its suppliers.
  4. 3.4Client remains fully responsible for internal decision-making, suppliers, execution and project outcomes.
Article 4

Performance of Services

  1. 4.1EPICS performs the Services to the best of its knowledge and abilities.
  2. 4.2Timely and proper execution depends on information, cooperation and decision-making by Client and third parties.
  3. 4.3EPICS is not liable for delays or shortcomings caused by third parties or Client's internal departments.
  4. 4.4EPICS may engage third parties to perform the Services.
  5. 4.5EPICS independently determines how the Services are performed within the agreed boundaries.
Article 5

Independence and Self-Employment

  1. 5.1EPICS operates as an independent contractor.
  2. 5.2No employment relationship exists between the parties.
  3. 5.3Client shall not issue instructions that constitute employer authority.
  4. 5.4EPICS is not integrated into the Client's organisation.
  5. 5.5EPICS is not required to maintain time sheets unless explicitly agreed in writing.
  6. 5.6EPICS determines its own working hours, methods and planning within the agreed framework.
Article 6

Changes and Additional Work

  1. 6.1Work outside the Agreement or SOW constitutes additional work.
  2. 6.2Additional work is only carried out after written confirmation by Client.
  3. 6.3Additional work may affect costs and timelines.
  4. 6.4EPICS determines whether requested work falls within or outside the scope.
Article 7

Fees and Payment

  1. 7.1Fees are defined in the Agreement or SOW.
  2. 7.2Unless agreed otherwise in writing, the payment term is 14 days from invoice date.
  3. 7.3Payment must be made without discounts, suspension or set-off.
  4. 7.4If Client fails to pay in time, Client is automatically in default and statutory interest applies.
  5. 7.5All (extra-judicial and judicial) collection costs are payable by Client.
  6. 7.6Additional work or capacity above the agreed level will be invoiced according to applicable rates.
  7. 7.7If Client does not pay on time, EPICS may suspend work without liability.
Article 8

Delays and Dependencies

  1. 8.1Project timelines are never strict or fatal deadlines.
  2. 8.2EPICS is not liable for delays or errors by suppliers, contractors or Client departments.
  3. 8.3EPICS is not liable for late project completion caused by circumstances beyond its control.
Article 9

Liability

  1. 9.1EPICS' liability for direct damages arising from or related to the Agreement is at all times limited to the amount of the monthly invoice in which the alleged shortcoming occurred. If no monthly invoice can be identified, liability is limited to one month of the agreed fixed fee.
  2. 9.2EPICS is not liable for indirect damages, consequential damages, loss of profits, delay damages, reputational damage, loss of revenue, business interruption or damages caused by third parties.
  3. 9.3EPICS is not liable for damages caused by suppliers, contractors, Client's internal teams or third parties selected by Client, nor for damages resulting from Client's decisions, information or omissions.
  4. 9.4Client must notify EPICS in writing of any claim or complaint within seven (7) days after discovery of the alleged shortcoming. Claims submitted later lapse, unless Client proves that timely notification was not reasonably possible.
  5. 9.5These limitations do not apply in cases of intent or deliberate recklessness by EPICS.
  6. 9.6The burden of proof for any alleged shortcoming, damage or causality lies entirely with Client. EPICS is deemed to have fulfilled its obligations unless Client proves otherwise.
  7. 9.7EPICS is not liable for acts or omissions of third parties engaged at Client's request.
Article 10

Custody and Materials

  1. 10.1EPICS does not accept any duty of care, storage or liability for Client property, materials or documents made available. Client remains fully responsible for such items.
Article 11

Confidentiality

  1. 11.1Both parties shall treat all confidential information as strictly confidential.
  2. 11.2Information may only be shared when legally required or with prior written consent.
Article 12

Intellectual Property

  1. 12.1All materials, reports, models, templates and methodologies developed by EPICS remain the property of EPICS.
  2. 12.2Client receives a non-exclusive, non-transferable internal licence to use these materials for internal purposes during the assignment.
  3. 12.3External use or sharing with third parties requires written permission.
Article 13

Audit and Inspection

  1. 13.1Client has no right to audit, inspect or access EPICS' administration, systems, processes, internal documents or internal project files, unless legally required.
  2. 13.2Any legally mandated audit shall be announced in writing and limited strictly to the scope required by law.
  3. 13.3Audits may not infringe EPICS' business operations, confidential information or intellectual property and shall not require process or method changes.
  4. 13.4All audit-related costs, including internal preparation time, are fully borne by Client.
  5. 13.5Audits may not be used for commercial purposes, claims or access to information unrelated to the legal audit requirement.
  6. 13.6Audits never include access to personal data, personnel files or information on third parties engaged by EPICS, unless legally mandated.
Article 14

Term and Termination

  1. 14.1The term of the assignment is stated in the Agreement or SOW. The assignment ends automatically after delivery or upon expiry of the agreed term.
  2. 14.2In case of early termination by Client, no refund of invoiced amounts applies. Client owes a cancellation fee equal to one (1) month of the fixed monthly fee, plus all fees due up to the end of the current calendar month.
  3. 14.3EPICS may terminate the assignment early if continuation cannot reasonably be expected, including but not limited to non-payment, insufficient cooperation or circumstances outside EPICS' control.
  4. 14.4EPICS is not liable for damages or delays arising from early termination.
  5. 14.5All outstanding amounts become immediately due upon termination.
Article 15

Non-Solicitation of Personnel and Third Parties

  1. 15.1Client shall not, during the Agreement and for twelve (12) months thereafter, approach, recruit, hire or otherwise engage any employees, freelancers or third parties used by EPICS, unless EPICS has provided written consent.
  2. 15.2Violation results in an immediately payable fee equal to three (3) monthly fees of the concerned resource, with a minimum of EUR 15,000, without prejudice to EPICS' right to claim additional damages.
Article 16

Force Majeure

  1. 16.1Force majeure includes any circumstance beyond EPICS' reasonable control that prevents performance, including but not limited to power or internet outages, fire, water or storm damage, cyber incidents, government measures, relevant illness or unavailability of key personnel, strikes at third parties or any circumstance reasonably not attributable to EPICS.
  2. 16.2During force majeure, obligations are suspended, and EPICS is not liable for damages.
  3. 16.3If force majeure lasts longer than two months, either party may terminate the Agreement without liability. Delivered Services will be invoiced proportionately.
  4. 16.4If EPICS has partially fulfilled its obligations at the start of force majeure, it may invoice that part separately.
Article 17

Assignment of Rights

  1. 17.1Client may not assign any rights or obligations without prior written consent from EPICS.
  2. 17.2EPICS may assign the Agreement to a legal successor or affiliated entity.
Article 18

Governing Law and Disputes

  1. 18.1The Agreement is governed by Dutch law.
  2. 18.2Disputes shall be submitted to the competent court in Limburg, the Netherlands.
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