Article 1: General

These terms and conditions apply to every offer, proposal, and agreement between Dina-Perla Consulting, hereinafter referred to as “User,” and a “Client” to whom the User has declared these terms and conditions applicable. In other words, by working with Dina-Perla Consulting, you acknowledge and agree to the Terms and Conditions archived with the Dutch Chamber of Commerce.
These terms and conditions also apply to agreements with the User for the execution of which the User must involve third parties.
These general terms and conditions are also written for the employees of the User and its management.
The applicability of any purchasing or other terms of the Client is expressly rejected.
If one or more provisions of these general terms and conditions are, at any time, wholly or partially invalid or annulled, the remaining provisions of these general terms and conditions will remain fully applicable. The User and the Client will then consult with each other to agree on new provisions to replace the invalid or annulled provisions, keeping in mind the goal and purpose of the original provisions as much as possible.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should be made “in the spirit” of these provisions.
If a situation arises between the parties that is not covered by these general terms and conditions, it should be assessed according to the spirit of these terms and conditions.
If the User does not always demand strict compliance with these terms, this does not mean that the provisions are not applicable or that the User loses the right to demand strict compliance with the provisions of these terms in other cases.

Article 2: Offers and Proposals

All offers and proposals from the User are non-binding, unless a deadline for acceptance is specified in the offer. If no acceptance deadline is provided, no rights can be derived from the offer or proposal if the product or service referred to in the offer or proposal is no longer available in the meantime.
The User is not bound by its offers or proposals if the Client reasonably understands that the offers or proposals, or any part of them, contain an error or typo.
The prices mentioned in an offer or proposal are exclusive of VAT and other government-imposed levies, and any costs incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs, unless otherwise stated.
If the acceptance (whether on minor points or not) deviates from the offer or proposal, the User is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance unless the User indicates otherwise.
A composite price quote does not obligate the User to perform a part of the assignment for a corresponding part of the quoted price. Offers or proposals do not automatically apply to future orders.
Scope of works provided by the User may not be executed by the Client or third parties without written consent from the User. If no collaboration follows between the User and the Client, the information provided by the User must be destroyed by the Client.

Article 3: Duration of the Agreement; Execution Deadlines, Risk Transfer, Execution and Modification of the Agreement; Price Increase

The agreement between the User and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
If a deadline has been agreed or specified for the execution of certain work or the delivery of certain outcomes, it is never a strict deadline. In the case of exceeding a deadline, the Client must give the User written notice of default. The User must then be given a reasonable period to still execute the agreement.
The User will execute the agreement to the best of their knowledge and ability, in accordance with the standards of good craftsmanship, based on the current state of knowledge at the time.
The User has the right to have certain tasks performed by third parties. The applicability of articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
If the User or third parties engaged by the User perform work on the Client’s location or a location designated by the Client, the Client is required to provide the necessary facilities free of charge, as reasonably requested by those employees.
Delivery takes place from the User’s business. The Client is obligated to accept the outcomes when they are made available to them. If the Client refuses to accept the outcomes or is negligent in providing information or instructions necessary for delivery, the User is entitled to store the outcomes at the Client’s expense and risk. The risk of loss, damage, or depreciation transfers to the Client when the outcomes are made available to the Client. The User is not liable for any such issues.
The User is entitled to execute the agreement in stages and to invoice the part of the work already performed separately. Separate projects of the User cannot be canceled by the Client. The Client cannot reclaim invoiced amounts for projects.
If the agreement is executed in stages, the User may suspend the execution of parts that belong to the next stage until the Client has approved the results of the previous stage in writing.
The Client is responsible for ensuring that all data that the User deems necessary or that the Client reasonably should understand to be necessary for executing the agreement is provided to the User in a timely manner. If the required data for the execution of the agreement is not provided to the User on time, the User has the right to suspend the execution of the agreement and/or charge the Client for the extra costs resulting from the delay, based on the then-current rates. The execution deadline will not commence until the Client has made the data available to the User. The User is not liable for any damage, of any nature, caused by the User relying on incorrect and/or incomplete data provided by the Client, or that Client not doing the work by any means.
If, during the execution of the agreement, it becomes necessary to change or supplement the agreement for proper performance, the parties will timely and in mutual consultation make adjustments to the agreement. If the nature, scope, or content of the agreement changes, whether at the request or instruction of the Client, authorized bodies, etc., and this results in a qualitative and/or quantitative modification of the agreement, this may have consequences for the originally agreed terms. As a result, the originally agreed amount may be increased or decreased. The User will provide a price quote for this as much as possible in advance. Furthermore, a modification of the agreement may change the originally agreed execution deadline. The Client accepts the possibility of such changes to the agreement, including changes in price and execution timeline.
If the agreement is modified, including by way of addition, the User is entitled to only proceed with the modification after approval has been obtained from the authorized person within the User’s organization, and the Client has agreed to the price and other terms for execution, including the determined time of execution. Failure to execute the modified agreement, or not executing it immediately, does not constitute a breach of contract by the User and does not provide the Client with grounds to terminate or cancel the agreement.
Without being in default, the User may refuse a request to change the agreement if it could result in qualitative and/or quantitative changes, for example, in the work to be performed or outcomes to be delivered. The User may refuse requests to change the budget.
If the Client defaults in the proper performance of their obligations towards the User, the Client is liable for all damages, directly or indirectly caused to the User as a result.
If the User and the Client agree on a fixed fee or fixed price, the User is still entitled to increase this fee or price at any time, without the Client being entitled to terminate the agreement for this reason, if the price increase results from an authority or obligation under applicable laws or regulations, or if it arises from an increase in the price of raw materials, wages, etc., or other grounds that were not reasonably foreseeable when the agreement was entered into.
If the price increase, other than due to a change in the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the Client who is entitled under Title 5, Section 3 of Book 6 of the Dutch Civil Code may terminate the agreement by written declaration, unless the User

is still willing to perform the agreement based on the original terms;
the price increase is due to an authority or obligation resting on the User under the law;
it has been agreed that delivery will occur more than three months after the conclusion of the agreement;
or, in the case of delivery of outcomes, it has been agreed that delivery will occur more than three months after the purchase.

Article 4: Suspension, Termination, and Interim Cancellation of the Agreement

The User is entitled to suspend the fulfillment of the obligations or terminate the agreement if the Client fails to fulfill the obligations under the agreement, fails to do so fully or timely, or if circumstances arise after the conclusion of the agreement that give the User good reason to fear that the Client will not fulfill the obligations. Additionally, if the Client was requested to provide security for the fulfillment of the obligations under the agreement and fails to do so, or provides insufficient security, or if the delay on the part of the Client makes it unreasonable for the User to continue fulfilling the agreement under the originally agreed conditions.
The User is also entitled to terminate the agreement if circumstances arise that make the performance of the agreement impossible or if other circumstances arise that are of such a nature that the continued existence of the agreement cannot reasonably be required of the User. Reclaiming payments from the Client is not possible in such cases.
If the agreement is terminated, the User’s claims against the Client become immediately due and payable. If the User suspends the fulfillment of obligations, the User retains their rights under the law and the agreement.
If the User suspends or terminates the agreement, the User is not obligated to compensate for any damage or costs incurred as a result.
If the termination is attributable to the Client, the User is entitled to compensation for the damage, including costs, directly and indirectly resulting from the termination.
If the Client fails to fulfill their obligations under the agreement, and such failure justifies termination, the User is entitled to immediately terminate the agreement without any obligation to pay damages or compensation. However, the Client is obligated to compensate for damages or compensation due to default.
If the agreement is terminated early by the User, the User will, in consultation with the Client, ensure that any outstanding work is transferred to third parties, unless the termination is attributable to the Client. If the transfer of work incurs additional costs for the User, these will be charged to the Client. The Client is obligated to pay these costs within the specified period unless the User indicates otherwise.
In the event of liquidation, (request for) suspension of payments or bankruptcy, attachment—if the attachment is not lifted within three months—on the part of the Client, debt restructuring, or any other circumstance that prevents the Client from freely disposing of their assets, the User is free to immediately terminate the agreement or cancel the order or agreement, without any obligation to pay damages or compensation. In such cases, the User’s claims against the Client become immediately due and payable.
If the Client cancels an order entirely or partially, the work performed and any outcomes ordered or prepared for delivery, including any associated transport and delivery costs and the reserved labor time for the execution of the agreement, will be fully charged to the Client.

Artikel 5: Force Majeure

The User is not required to fulfill any obligation towards the Client if hindered by a circumstance that is not due to fault and does not fall under the law, a legal act, or prevailing practices.
Force majeure in these general terms and conditions is understood, in addition to the definitions in the law and jurisprudence, as any external cause, whether foreseeable or not, over which the User has no influence but which prevents the User from fulfilling their obligations. This includes strikes within the User’s company or that of third parties. The User also has the right to invoke force majeure if the circumstance that prevents further compliance occurs after the User was due to fulfill their obligation.
The User may suspend their obligations under the agreement for the duration of the force majeure. If this period exceeds two months, either party is entitled to terminate the agreement, without obligation to compensate the other party for any damages.
To the extent the User has partially fulfilled their obligations under the agreement at the time of the force majeure, or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, the User is entitled to separately invoice the portion already fulfilled or to be fulfilled. The Client is required to pay this invoice as if it were a separate agreement.

Article 6: Payment and Collection Costs

Payment must be made within 14 days of the invoice date, prior to starting, in a manner indicated by the User, in the currency in which the invoice was issued, unless otherwise specified by the User in writing. The User is entitled to invoice periodically.
If the Client fails to pay an invoice on time, the Client will be in default by operation of law. In this case, the Client will owe interest at a rate of 2% per month, unless the statutory interest rate is higher, in which case the statutory interest will apply. The interest on the payable amount will be calculated from the moment the Client is in default until the full amount is paid.
The User has the right to apply payments made by the Client first to reduce costs, then to reduce any overdue interest, and finally to reduce the principal amount and current interest. The User may, without being in default, refuse a payment proposal if the Client specifies a different order of application. The User may refuse full payment of the principal amount if it is not accompanied by payment of overdue and current interest and collection costs.
The Client is never entitled to offset any amounts owed to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who does not rely on Section 6.5.3 (Articles 231 to 247 of Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
If the Client is in default of (timely) fulfilling their obligations, all reasonable costs incurred to obtain fulfillment outside of the Dutch court will be borne by the Client. The default of a Client who is a natural person not acting in the exercise of a profession or business (private client) occurs after being notified to pay within fourteen days of the reminder and payment has not been made. The reminder will also indicate the consequences of non-payment. The extrajudicial costs will be calculated based on what is customary in Dutch collection practice. If the User has incurred higher costs for collection that were reasonably necessary, and the Client is not a natural person acting in the exercise of a profession or business (business client), the actual costs will be reimbursed. Any legal and execution costs incurred will also be charged to the Client. The Client will owe interest on the collection costs as well.

Article 7: Retention of Title

The outcomes supplied by the User under the agreement remain the property of the User until the Client has fully met all obligations under the agreement(s) with the User.
The outcomes supplied by the User, which are subject to the retention of title as referred to in paragraph 1, may not be resold and may never be used as payment. The Client is not authorized to pledge or encumber the outcomes under retention of title in any other way.
The Client must always do everything reasonably expected of them to safeguard the User’s ownership rights. If third parties place an attachment on the outcomes under retention of title or seek to establish or assert rights on them, the Client is obligated to immediately inform the User. Furthermore, the Client agrees to insure the outcomes under retention of title and keep them insured against fire, explosion, water damage, and theft, and to provide the insurance policy to the User for inspection upon request. In the event of an insurance payout, the User is entitled to the proceeds. The Client agrees in advance to cooperate in all necessary or desirable actions related to this.
If the User wishes to exercise their ownership rights as stated in this article, the Client grants unconditional and irrevocable permission to the User and any third parties designated by the User to enter any locations where the User’s property is located and take it back.

Article 8: Guarantees, Inspection, and Complaints, Statute of Limitations

The outcomes delivered by the User comply with the usual requirements and standards that can reasonably be expected at the time of delivery and are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to outcomes intended for use within the Netherlands. If used outside of the Netherlands, the Client must verify that the outcomes are suitable for such use and comply with the applicable conditions. In such cases, the User may impose other guarantee conditions and terms.
The guarantee mentioned in paragraph 1 of this article applies for a period of 7 days after delivery, unless the nature of the delivered outcomes or the agreement specifies otherwise. If the guarantee concerns a product or service made by a third party, the guarantee is limited to that provided by the manufacturer, unless otherwise specified.
Any form of guarantee will expire if a defect arises due to improper or improper use, use after the expiration date, incorrect storage or maintenance by the Client and/or third parties, or if, without the written consent of the User, the Client or third parties have made modifications to the outcomes, attempted modifications, or attached other items that should not have been attached. The Client is also not entitled to a guarantee if the defect results from or is caused by circumstances that the User cannot control, including weather conditions (such as extreme rainfall or temperatures), etc.
The Client is obligated to inspect the delivered outcomes immediately upon receipt, or after the work has been performed, to determine whether the quality and/or quantity of the outcomes corresponds with the agreement and meets the requirements agreed upon by the parties. Any visible defects must be reported to the User in writing within seven days of delivery. Any hidden defects must be reported to the User in writing immediately, but no later than fourteen days after discovery. The report must include a detailed description of the defect to enable the User to respond adequately. The Client must give the User the opportunity to investigate the complaint.
If the Client makes a timely complaint, it does not suspend their payment obligation. The Client remains obligated to accept and pay for the other ordered outcomes and the services for which the User was instructed.
If a complaint is made later, the Client will no longer be entitled to repair, replacement, or compensation.
If it is established that a product or service is defective and a timely complaint has been made, the User will replace or repair the defective product or service within a reasonable time after receiving it back, or, if returning the product or service is not reasonably possible, after receiving written notice of the defect from the Client, at the User’s discretion. In case of replacement, the Client is obligated to return the replaced item to the User and transfer ownership to the User, unless the User indicates otherwise.
If it is determined that a complaint is unfounded, the costs incurred, including investigation costs, on the part of the User will be fully charged to the Client.
After the guarantee period has expired, all costs for repair or replacement, including administration, shipping, and travel costs, will be charged to the Client.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved by the User in the performance of an agreement is one year.

Article 9: Liability

Notwithstanding any other provision of this agreement, the User shall not be liable for any loss, damage, or harm arising from any failure, act, or omission in relation to the performance of the services, regardless of the nature of such damage or loss.
The User is not liable for any damage, of any nature, arising from the User relying on incorrect and/or incomplete information provided by or on behalf of the Client.
In no event shall the User be liable for indirect or consequential damages, including but not limited to reputational harm, loss of trust, or any form of ethical concern arising from actions or results.
The liability of the User is in any case always limited to the amount paid out by the User’s insurer, if applicable.
Direct damage is solely defined as the reasonable costs for determining the cause and extent of the damage, insofar as the determination pertains to damage as defined in these terms, any reasonable costs incurred to make the User’s defective performance comply with the agreement, to the extent that this can be attributed to the User, and reasonable costs incurred to prevent or limit damage, provided the Client demonstrates that these costs have led to a reduction of the direct damage as defined in these general terms and conditions. The User is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption.
The limitations of liability in this article do not apply if the damage is due to intent or gross negligence by the User or their managerial subordinates.

Article 10: Indemnity

The Client agrees to indemnify and hold the User harmless against any claims, damages, or losses arising from the execution of this agreement, including but not limited to any ethical violations, trust breakdowns, or reputational risks caused by any actions taken by the Client, even if the User’s advice or consultation was followed.

Article 11: Intellectual Property and Usage Rights

The User retains all intellectual property rights and ownership over any ethical frameworks, tools, or methodologies used or created during the engagement, including those designed to foster more ethical organizational cultures. These may be used in other projects or contexts without limitation.
The Parties agree to cooperate in the execution of the agreement with respect to the transfer of intellectual property rights or the granting of usage rights, if this is necessary for the execution of the agreement. The Parties acknowledge each other’s intellectual property rights and will respect them.
The Parties indemnify each other for any consequences of infringement of third-party intellectual property rights arising from the use of materials and written information provided by the Parties, provided the party being approached immediately informs the other party about any such claims, leaves the handling of the claim to the other party, and provides the necessary information if requested. The approached party will not make statements or act in any way that affects the later (legal) handling of a claim unless the other party fails to act within a reasonable period or if the law requires it.
The Parties will respect each other’s trade name, logos, and trademark rights. They grant each other permission to use their trade name and logo for the execution of this agreement.

Article 12: Confidentiality

While the programs and consultations offered by User are designed to guide organizations towards more ethical practices, User cannot be held responsible for any actions or consequences that arise from the application of any advice, strategies, or methodologies. All responsibility for the implementation of ethical decisions remains with the client and their organization. Any confidential information shared during the engagement, especially that concerning organizational ethics, strategies, or related intellectual property, shall remain protected and may not be used by either party outside the scope of the contract without explicit consent:
relates to research and development, trade secrets, or business information of the other party;
is marked as confidential;
is entrusted to the other party in the context of the execution of this agreement.
Information is not considered confidential if it:
was already known to the other party before the conclusion of the agreement;
becomes publicly known without being attributable to the receiving party;
is lawfully obtained by the receiving party from a third party who has not violated any confidentiality obligation towards the other party;
is independently developed by the receiving party.

Article 13: Applicable Law and Disputes

Dutch law applies exclusively to all legal relationships involving the User, even if an obligation is executed wholly or partially abroad, or if one of the parties to the legal relationship resides abroad. The applicability of the Vienna Convention on Contracts for the International Sale of Outcomes is excluded.
The Dutch court in the User’s place of business is exclusively competent to hear disputes, unless mandatory law dictates otherwise. Nevertheless, the User has the right to submit the dispute to the legally competent court.
The Parties shall only resort to the court after they have made every effort to resolve a dispute through mutual consultation.
These general terms and conditions are governed by Dutch law.

Article 14: Location and Modification of Terms

The most recently filed version or the version that was applicable at the time the legal relationship with the User was established applies.
The Dutch text of the general terms and conditions is always determinative for the interpretation thereof.

Article 15: Behavior

You are forbidden from the following: (1) causing damage to User; (2) Using User for any unlawful, illegal, fraudulent, or harmful purpose or activity; (3) Using User to copy, store, host, transmit, send, use, publish, or distribute spyware, virus, worm, Trojan horse, keystroke logger, or other malicious software; (4) Using User to transmit, send, or deliver unsolicited communications, or for other marketing, or advertising purposes; (5) Systematically or automatically collecting data from User; (6) Sharing private and proprietary information from any program or service with anyone else.

Article 16: Dutch court

The terms and conditions of User shall be governed by, and construed, by the laws of the Netherlands, without giving effect to its conflict of laws. The Dutch court shall have exclusive jurisdiction over any case or controversy arising from, or relating to User, including, but not limited to the privacy policy or these terms and conditions. By using User, you submit to the exclusive jurisdiction, and venue of the Dutch court, consent irrevocably to personal jurisdiction in such court, and waive any defense of forum non-convenient.

If any provision of these terms and conditions is held invalid or unenforceable, the remainder of these terms and conditions will remain in full force, and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The prevailing party in any dispute between the parties arising out of, or related to these terms and conditions, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

This is the entire agreement of the parties and reflects a complete understanding of the parties concerning the subject. This agreement supersedes all prior written and oral representations.

Article 17: Changes, modifications, and updates

User may change, modify, or update these terms and conditions at any time and without notice. If you have questions or concerns about the terms and conditions, please send an email.

Article 18: Equal and inclusive

User is an equal and inclusive opportunity business committed to providing contractors, team members, and project-based temporary staff a work environment free of discrimination and harassment, virtually and in person.

All contracting decisions are based on business needs, position requirements, and individual qualifications, without regard to race, age, color, religion, spiritual belief, sexual orientation, family, parental status, or any other identifiers. User will not tolerate discrimination or harassment of any kind.

Article 19: Cookies and GDPR

User does not store temporary or permanent cookies. User does not share information with third parties. It adopts security measures to protect the clients’ information. The information is protected offline and online. Information is confidential, secure, and compliant with Dutch law and GDPR. Feel free to request a change, modification, or removal.

Terms & Conditions