General terms and conditions
Quotations, prices and additional work
All amounts stated in our quotations and any accompanying appendices are exclusive of VAT, other government-imposed taxes and levies, and any additional costs. The fees set out in the quotation are based on an estimate of the hours required. Invoices will be calculated on a time and materials basis for the actual hours worked at the agreed hourly rates. Any additional work requested by the Client will be charged separately. CTCM will not perform additional work without the Client's prior approval.
CTCM reserves the right to adjust its rates at any time in response to changes in circumstances affecting its pricing. In addition, CTCM is entitled to index its rates annually, for the first time on 1 January following the year in which the agreement was concluded, based on the Dutch Central Bureau of Statistics (CBS) Service Price Index for Other Business Services (2015 = 100). The indexation period shall always cover a full calendar year.
Quotations remain valid for three (3) months from the date of issue.
Our quotations are prepared with due care. However, should any typographical or clerical errors inadvertently occur, CTCM shall not be bound to perform the agreement on the basis of such errors.
Quotations and offers do not automatically apply to future assignments.
Invoicing and payment terms
CTCM invoices on a monthly basis. Payment is due within thirty (30) days of the invoice date.
If payment is not received within this period, the Client shall automatically be in default without any further notice of default being required. From that moment, all amounts owed to CTCM shall become immediately due and payable. Any judicial and extrajudicial costs incurred by CTCM in collecting outstanding payments shall be borne by the Client.
Any complaints regarding an invoice shall not suspend the Client's payment obligations. Complaints must be submitted to CTCM in writing within thirty (30) days of the invoice date, failing which the Client's right to dispute the invoice shall lapse.
Nature of the services
CTCM shall use its best efforts to perform its services to the highest professional standard and to achieve a result that is useful to the Client. CTCM shall perform its services with the care and skill that may reasonably be expected of a competent service provider.
Unless expressly stated otherwise in the agreement or required by the nature of the agreement, CTCM undertakes an obligation of best efforts only and does not guarantee any specific result.
Position and obligations of the client
Where applicable, the Client remains ultimately responsible for the execution of the study, including the services performed by CTCM as described in the quotation. In this respect, CTCM accepts no liability.
The Client shall ensure the timely and accurate provision of all information required for the performance of the assignment. If the required information is not provided, CTCM shall be entitled to suspend the performance of its services. CTCM shall not be liable for any consequences arising from inaccurate or incomplete information supplied by the Client.
The Client shall ensure that CTCM personnel are provided with adequate facilities where required, including a suitable workspace, a computer with adequate internet access, and appropriate virus protection. Where CTCM personnel perform services at the Client's premises, the Client shall also provide a safe and healthy working environment.
Privacy
In the course of providing its services, CTCM may process personal data relating to the Client and/or other individuals. CTCM attaches great importance to the protection of personal data and compliance with the General Data Protection Regulation (GDPR). Information regarding the processing of personal data is provided in CTCM's Privacy Statement, available on the CTCM website.
Where CTCM processes patients' personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement based on the model Data Processing Agreement of the Dutch Healthcare Sector Organisations (BOZ).
Liability
If any damage of whatever nature is caused by the Client, its employees or third parties engaged by the Client to persons and/or property belonging to CTCM or to persons engaged by CTCM, the Client shall be liable for such damage.
Except in cases of gross negligence or wilful misconduct on the part of CTCM, the Client shall indemnify and hold CTCM harmless against any third-party claims arising in connection with the performance of the services.
CTCM shall under no circumstances be liable for indirect or consequential damages, such as but not limited to loss of income or profit.
CTCM shall not be liable for any loss of data or any breach of security affecting devices, networks, systems, software, cloud data, databases or any other data processing systems, regardless of the cause.
Where CTCM is held liable for damages arising from the performance of its services, its liability per event or series of related events arising from the same cause shall in all cases be limited to the total fees payable for the relevant services.
Any claim against CTCM must, under penalty of forfeiture, be submitted in writing by registered mail within twelve (12) months after completion of the assignment from which the alleged damage arose.
Intellectual property
CTCM reserves all intellectual property rights relating to materials, methods, know-how and other intellectual creations used in the performance of the services. Unless expressly agreed otherwise, the results of the services, including the associated intellectual property rights, shall vest in the Client.
Confidentiality
All information exchanged between CTCM and the Client, regardless of its form or the stage of the assignment, is strictly confidential. Both parties shall treat all information received from the other party with due care and shall keep such information confidential unless the nature of the information clearly indicates otherwise.
This confidentiality obligation shall not apply to information which the receiving party can demonstrate that:
- was publicly available at the time of disclosure;
- becomes publicly available through no breach by the receiving party;
- was already lawfully known to the receiving party before disclosure or is lawfully obtained from a third party entitled to disclose it; or
- must be disclosed pursuant to applicable law, a court order or another binding decision of a governmental, regulatory or self-regulatory authority, provided that the receiving party informs the disclosing party in writing as soon as reasonably practicable.
Force Majeure
If CTCM is prevented from performing the services due to circumstances beyond its reasonable control, including but not limited to war, strikes by CTCM employees, flooding, fire, government measures, pandemics, power outages or similar events, CTCM shall be entitled to suspend performance of the agreement or to terminate the agreement in whole or in part. In such cases, CTCM shall not be liable for any damages.
Termination of the assignment
The agreement between the Client and CTCM shall terminate upon completion of the agreed services or at another date expressly agreed by the parties. Except where termination is permitted by mandatory law, neither party may terminate the agreement prematurely.
Miscellaneous
The applicability of any purchasing terms, general terms and conditions or other conditions of the Client is expressly excluded.