Partner Care Europe Terms and Conditions
Article 1 Applicability
1.1 These terms and conditions apply to each offer and any agreement made between Partner Care Europe with a third party, hereinafter referred to as the client, unless otherwise agreed.
1.2 The conditions referred to also apply to all agreements with Partner Care Europe which include the involvement of third parties for its implementation.
1.3 The applicability of procurement or other conditions on the part of the client are explicitly rejected.
1.4 Should one or more provisions outlined in these terms and conditions be rendered null and void or annulled, the other provisions of these General Terms and Conditions shall remain fully applicable. Partner Care Europe and client will in that case enter into consultation with a view to agreeing on new provisions to replace the null and void or annulled provisions. The purpose and general meaning of the original provision will be taken into consideration as much as possible.
1.5 Services provided by Partner Care Europe include the following:
a. Providing advice to the reseller/client. Partner Care Europe operates as the link between the reseller/client and Microsoft as an organisation. Partner Care Europe operates as a guide of the reseller/client into the Microsoft organisation. They ensure the reseller/client is in contact with the appropriate departments and/or people. This includes, among others: the partner status, finding supporting services within Microsoft, contact is established with the appropriate people within Microsoft, support in identifying the right kind of training, devising and creating marketing campaigns.
b. Partner Care Europe notifies reseller/client of critical reports and informs reseller/client if and when he or she should take the appropriate action following such a notification.
c. Partner Care Europe gives presentations and training/courses/studies to reseller/client.
d. Partner Care Europe organises any related issues, with the explicit reference that reseller/client is always responsible for taking the appropriate action to offers/notification. The role of Partner Care Europe is explicitly characterised as purely advisory.
Article 2 Project proposals and quotations
2.1 An acceptance of a quotation that deviates from a quotation offered by Partner Care Europe is to be regarded as a new quotation and a rejection of the original.
2.2 A quotation consisting of multiple services does not commit Partner Care Europe to implementing part of the assignment against a corresponding part of the quotation.
Article 3 Delivery of services
3.1 The client will ensure that all the details of which Partner Care Europe has stipulated to be of importance, or of which the client may be deemed to understand that these details are necessary for the implementation of the assignment, will be provided to Partner Care Europe in good time.
3.2 If details that are necessary for the implementation of the assignment are not provided to Partner Care Europe in time, Partner Care Europe has the right to suspend the implementation of the assignment and/or to charge the additional expenses to the client according to the usual fees.
3.3 If the agreement is made to provide training, the agreed price will include the expenses for training material, fees, and accommodation expenses, preparation, and coordination. The training space and audio-visual tools will be provided by the client. This provision applies unless agreed otherwise and unless stipulated in any related agreement.
Article 4 Amendments
4.1 Parties will enter into timely consultation with each other with a view to amending relevant parts of the agreement if during the implementation of the assignment certain circumstances appear to obstruct or possibly obstruct a proper implementation of the agreement.
4.2 Partner Care Europe and the client are obliged to cooperate with an amendment of the agreement if during the implementation of the assignment it becomes apparent that for a proper implementation of the assignment an amendment or expansion of the agreement is necessary. The additional costs related to an amendment or expansion will be charged to the client.
4.3 An interim amendment or expansion of the agreement at the request of the client requires the written permission of Partner Care Europe. If Partner Care Europe agrees to the intended amendment or expansion the related costs will be charged to the client.
Article 5 Liability
5.1 All activities will be implemented by Partner Care Europe to the best of their abilities. The agreement made with the client commits Partner Care Europe to a best efforts obligation, rather than a guarantee commitment. Client may under no circumstances make any claims due to insufficient results, as Partner Care Europe will notify the client of relevant actions to take and has a solely advisory and/or guiding capacity with regards to the software used by the client.
5.2 Partner Care Europe may not be held liable for damages of any kind if Partner Care Europe operated based on incorrect and/or insufficient details provided by the client, unless the Partner Care Europe was meant to have been aware of the incorrectness or insufficiency of the information provided.
5.3 Partner Care Europe may not be held liable for damages suffered by client and/or third parties as a consequence of the use of and/or the implementation by client and/or third parties of services provided by Partner Care Europe.
5.4 Client indemnifies Partner Care Europe for any claims made by third parties.
5.5 Client indemnifies Partner Care Europe for any liability claims made by third parties, who suffer damages that are related to the implementation of the agreement and which is attributable to the client.
5.6 Partner Care Europe may not be held liable by the client if the client did not follow up on notifications or actions that were to be taken.
5.7 Partner Care Europe may never be held liable by the client for training/courses or studies in case they did not complete the training/courses and studies to a sufficient standard. If the client is downgraded within the Microsoft account or portal as a consequence of not completing a training/course or study to a sufficient standard and is denied access to certain portals, Partner Care Europe may under no circumstances be held liable for this.
5.8 In case of liability, it is under all circumstances limited to a maximum of the amount payable by the insurance company hired by Partner Care Europe. Under no other circumstances will Partner Care Europe proceed to the payment of any damages compensation.
5.9 Any damages that occurred may under no circumstances be settled with Partner Care Europe by the client.
Article 6 Confidentiality, protection services provided
6.1 Partner Care Europe ensures that information provided by the client will be treated confidentially and will not be provided to third parties. Partner Care Europe reserves the right to offer its services to other clients to the extent to which this is in line with the confidentiality maintained by Partner Care Europe. The client does not have the right to assume that Partner Care Europe provides services exclusively and solely to him or her.
6.2 If, based on legal grounds or a legal decision Partner Care Europe is obligated to provide confidential information to a court-appointed judge or third parties appointed by law, and Partner Care Europe is unable to invoke a legal way or other means approved by the judicial court to not disclose the information Partner Care Europe will not be obliged to pay compensations or indemnifications and the other party will not have the right to the dissolution of the agreement based on any damages that occurred as a consequence of this.
6.3 Partner Care Europe reserves the copyright related to all services provided. All documents provided by Partner Care Europe, such as reports, advice, agreements, designs, presentations, etc. are exclusively meant for the use of the client and may not be multiplied, published, or brought to the attention of third parties without prior permission by Partner Care Europe, unless the nature of the documents requires implies otherwise.
6.4 The client does not have the right to use the output of the activities by Partner Care Europe until they have paid what they owed as a consequence of these activities to Partner Care Europe.
6.5 In cases where Partner Care Europe chooses to implement the copyright stipulated in this article, the client already unconditionally and irrevocably gives their permission to Partner Care Europe or third parties assigned by Partner Care Europe to access all the locations, including digital locations, where Partner Care Europe copyrighted materials are located and to repossess these materials.
6.6 The risk of loss or damages of the materials that are subject to the agreement will be the responsibility of the client from the moment when they are legally and/or actually delivered to the client, rendering them under the control of the client or any third party assigned by the client.
6.7 Provisions stipulated in this article may only be deviated from in writing. Any verbal agreement will not be binding.
Article 7 Fee
7.1 Parties may agree to a set fee at the time the agreement is established, subject to the agreement of Partner Care Europe.
7.2 If no set fee was agreed upon, the fee will be determined based on the actual amount of hours worked, according to the usual hourly fees applied by Partner Care Europe during the time the activities took place, unless a different fee was agreed.
7.3 In cases where assignments have a duration longer than three months, Partner Care Europe will send regular periodical invoices.
7.4 Fees and any estimates are excluding VAT.
7.5 If Partner Care Europe agrees to a set price or fee with the client, Partner Care Europe reserves the right to increase this price or fee. This may occur after the first agreed duration of the assignment.
Article 8 Payment
8.1 The client is obliged to pay the amount due within 14 days after the invoice date, unless Partner Care Europe has indicated a different payment method. Invoicing will be managed by a factoring company or independently by Partner Care Europe. Objections to the amount of the invoices do not suspend any obligations to pay.
8.2 In cases where the services to be provided by Partner Care Europe concern the managing of activities or projects with a duration of two months or more, and a set price was not agreed upon, Partner Care Europe may decide to request payment of a certain amount at the end of each month or (part of) an amount in advance, based on actual hours worked multiplied by the agreed hourly fee. Travel expenses will be calculated separately and specified on the invoice.
Article 9 Default or non-payment
9.1 If the client fails to pay the amount due within the payment term of 14 days, the client will be in default by operation of law. The client will owe interest in the amount of 1% per month, unless the legal interest is higher, in which case the legal interest rate will apply. The interest on the amount due will be calculated from the moment the client is in default until the moment the full amount has been paid.
9.2 In case of liquidation, bankruptcy, foreclosure, or suspension of payments of the client, claims by Partner Care Europe on the client will be immediately due and payable in full and if Partner Care Europe holds funds of the client these will be kept and/or settled with the client.
9.3 Partner Care Europe has the right to apply payments firstly to settle expenses, subsequently to settle the current interest payable and finally to settle the main amount and the accrued interest. Partner Care Europe may, without being in default, reject an offer of payment if the client appoints a deviating sequence for its allocation.
9.4 Partner Care Europe may reject full payment of the main amount if it does not also cover the current and accrued interest, as well as the expenses made.
9.5 If the client neglects to make the payment or is in default for one or more of his obligations to make payment, all reasonable expenses for collection charges will be charged to the client. If the client remains in default to make payments in a timely manner, he risks an immediately payable penalty of 15% on the amount still owed, unless the law would stipulate otherwise, with a minimum amount of € 40,-
9.6 If expenses made by Partner Care Europe were higher and were made within reason, these expenses will also be eligible for compensation charges.
9.7 Any reasonable judicial and collection charges will also be charged to the client.
9.8 Interest will be charged to the client on the collection expenses that were made.
Article 10 Termination and/or cancellation
10.1 Both parties can terminate the agreement with a minimum notice period of one month or the notice period that was agreed in the contract.
10.2 If the agreement is terminated by the client in the interim, Partner Care Europe has the right to receive payment of the invoices for the work completed up until that moment and for the rest of the duration of the contract. The results of the activities until that time that may be provided to the client will be indicative.
10.3 If the agreement is terminated in the interim by Partner Care Europe, Partner Care Europe will in consultation with the client ensure the transfer of any activities that remain to a third party, unless facts and circumstances indicate that the client is to be blamed for the termination of the agreement.
10.4 If additional expenses are involved in the transfer of the activities by Partner Care Europe, these will be charged to the client.
10.5 If the assignment concerns training, the client has the right to cancel the assignment. In case of a cancellation, the client owes Partner Care Europe a compensation according to the following outline:
• Cancellation of up to 4 weeks before the scheduled start of the assignment: 25% of the amount specified on the quotation
• Cancellation between 4 and 2 weeks before the scheduled start of the assignment: 50% of the amount specified on the quotation.
• Cancellation within 2 weeks before the scheduled start of the assignment: 75% of the amount specified on the quotation.
Article 11 Interim termination
11.1 Partner Care Europe is entitled to suspend the fulfilment of the agreement or to terminate it if:
• Client does not or does not fully meet their obligations as stipulated in the agreement.
• After closing the agreement it came to the attention of Partner Care Europe that has given reasonable doubt that the client will not meet their obligations. If there is reasonable doubt that the client will only be able to partly or insufficiently meet their obligations, the suspension will only apply to the extent to which it is justified.
• At the closing of the agreement, the client was requested to provide adequate security for the fulfilment of his obligations under the agreement and this security was not provided or is insufficient.
11.2 Furthermore, Partner Care Europe is entitled to dissolve the agreement (or have it be dissolved) if circumstances arise that are of such a nature that fulfilment of the agreement is impossible or cannot reasonably be expected to be fulfilled or if circumstances arise that reasonably prevent the agreement from being maintained in its current form.
11.3 If the agreement is dissolved amounts owed to Partner Care Europe will be immediately due and payable by the client. If Partner Care Europe suspends the fulfilment of the obligation, he retains his claim by way of the law and the agreement.
11.4 If the agreement is dissolved the client will be liable for the damages suffered by Partner Care Europe as a consequence.
Article 12 Return of material provided
12.1 If the client, for whatever reason, after a reminder to that extent, remains in default of fulfilling the obligation mentioned under 12.1. , Partner Care Europe has the right to charge the damages caused by this and the expenses made, including replacement expenses, to the client.
Article 13 Force majeure
13.1 Parties are not bound to the fulfilment of any obligation if they are hindered from doing do as a consequence of circumstances beyond their control, nor by law, legal act, or generally accepted views.
13.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, which are beyond the control of Partner Care Europe or client, but as a result of which Partner Care Europe or client are unable to fulfil the obligation.
13.3 Parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than six months, each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
13.4 Insofar as Partner Care Europe at the time of the occurrence of force majeure has partly fulfilled its obligations under the agreement or will be able to fulfil it, and independent value can be assigned to the fulfilled part or the part that can be fulfilled, Partner Care Europe is entitled charge the fulfilled part or the part that can be fulfilled separately. Client is obliged to settle this declaration as if it concerned a separate agreement.
Article 14 Applicable law and validity
14.1 The parties will only appeal to the courts after they have made every effort to settle the dispute in mutual consultation.
14.2 The agreement closed with the client is subject to Dutch and European law.
14.3 In the event of the explanation and the meaning of these terms and conditions the Dutch version will always prevail.
14.4 The version most recently filed and/or provided to the client will always be applicable