General Terms and Conditions for Mister Sustainability
These General Terms and Conditions shall apply to all consultancy services proposed or provided by Mister Sustainability, which are delivered entirely or partially to the Client.
Mister Sustainability and its affiliated platforms provides advice on sustainability. It cannot guarantee the results or outcome of said advice on the Client’s organization or asset.
Mister Sustainability operates under Dutch Law (KvK-number 76925919).
DEFINITIONS
In these General Terms and Conditions, the following definitions are applicable:
“Client” means the person, organisation or company with whom the Contract is entered into;
“Confidential Information” means any information related to the Engagement disclosed by the Client to Mister Sustainability and by Mister Sustainability to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and Mister Sustainability, respectively;
“Mister Sustainability” or “Consultant” means the user of these Terms and Conditions;
“Contract” means the contract between the Client and Mister Sustainability which defines the scope of the Engagement and the services to be rendered by Mister Sustainability, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;
“the Engagement” means any agreement, in whatever form, reached between Mister Sustainability and the Client pursuant to which Mister Sustainability agrees to render services to the Client in exchange for a fee;
“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, floods, strikes, labour disputes, pandemic-related delays or obstructions, accidents, incidents, web-infrastructure breakdowns, economic disaster, power outages, sudden loss of life of a family member or friend, sudden acquisition of life in the form of birth, or any act in consequence of compliance with any order of any government or governmental authority, human or artificial organization;
“Project” or “Advice” means the services to be provided by Mister Sustainability to the Client as specified in the Purchase Order. These include but are not limited to advice provided via websites or other forms, verbal advice or any other kind of general advice provided by Mister Sustainability;
“Purchase Order” means the document (i) setting out the services to be provided by Mister Sustainability to the Client and (ii) listing any documents and the like to be provided by the Client to Mister Sustainability such that Mister Sustainability may perform the Project. The document can be in a digital form;
“Subcontractor” means either an affiliate or subsidiary of Mister Sustainability, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by Mister Sustainability accordingly, as evidenced by an agreement either verbally or in writing.
2. GENERAL
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of Mister Sustainability to the Client and apply to all legal relationships between Mister Sustainability and the Client.
2.2 These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of Mister Sustainability to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither Mister Sustainability’s commencement of performance nor Mister Sustainability’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by Mister Sustainability, as well as acceptance by the Client of any provision of services from Mister Sustainability shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and Mister Sustainability, even if this is not expressly stated.
3. PERFORMANCE OF THE PROJECT
3.1 Mister Sustainability shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 Mister Sustainability shall complete the Project and provide Advice with reasonable skill, care and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to Mister Sustainability, Mister Sustainability may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the Client.
3.5 Mister Sustainability may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as Mister Sustainability believes that such replacement would benefit the performance of the Engagement.
3.6 The Client has the right to notify Mister Sustainability that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
4. SUBCONTRACTORS
Mister Sustainability shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that Mister Sustainability shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to Mister Sustainability.
5. CLIENT’S OBLIGATION
5.1 The Client shall at all times duly make available to Mister Sustainability all information and documents that Mister Sustainability deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
5.2 The Client guarantees that Sustainable Ship’s Experts, Subcontractors or any employees can at all times work under safe conditions, in accordance with the relevant (mental) health and safety regulations and environmental rules, and shall indemnify and hold harmless Mister Sustainability against all loss, expense or damage arising from or relating to this guaranty by the Client.
5.3 The Client shall duly inform Mister Sustainability of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
5.4 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to Mister Sustainability.
6. FEES AND EXPENSES
6.1 The Client shall pay to Mister Sustainability fees at the rate specified in the Purchase Order.
6.2 Unless otherwise stated in the Contract, Mister Sustainability shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
6.3 Unless otherwise stated in the Contract, payment will be made within fourteen (14) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account mentioned in the invoice.
6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.
6.5 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to Mister Sustainability the requested information and documentation, shall be fully borne by the Client.
7. INTELLECTUAL PROPERTY
7.1 Any and all information uploaded by Client on any Mister Sustainability affiliated platform is done so with the knowledge that this will be publicly available and does not hold any confidential information. It is the Client’s responsibility to ensure its stakeholders, shareholders, employer or any parties that might have interest in the information uploaded by Client are informed and agree to sharing.
7.2 All results generated by Mister Sustainability in a Project, including reports, other documents and materials, shall become the property of the Client. Mister Sustainability shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.
8. CONFIDENTIALITY
8.1 All information on the Mister Sustainability platform is considered publicly available and used towards achieving the goal of making the world sustainable.
8.2 Mister Sustainability shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Project or Expert Session. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of Mister Sustainability; (ii) was already known by Mister Sustainability, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by Mister Sustainability from a third party on a non-confidential basis; or (iv) Mister Sustainability is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
8.3 Except with the prior written permission of Mister Sustainability, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by Mister Sustainability, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of Mister Sustainability’s methods and work strategies without Mister Sustainability’s written permission.
8.4 The provisions of this Article 8 shall apply during the term of the Contract and for a period of two (2) years thereafter.
9. WARRANTIES, LIABILITY AND INDEMNIFICATION
9.1 Mister Sustainability, and any person put forward by Mister Sustainability to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does Mister Sustainability, or any person put forward by Mister Sustainability to perform the Project including Experts or Subcontractors, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
9.2 Mister Sustainability, nor any person put forward by Mister Sustainability to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of Mister Sustainability or his employees. The Client shall indemnify Mister Sustainability accordingly.
9.3 The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by Mister Sustainability, its employees or third parties, related to the performance by Mister Sustainability of the Project, except to the extent that the same can be shown to be due to gross negligence or wilful misconduct on the part of the Client or its employees. Mister Sustainability shall indemnify the Client accordingly.
9.4 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, Mister Sustainability’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
10. TERM AND TERMINATION
10.1 Any times or dates set forth in the Contract for provision or completion by Mister Sustainability of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall Mister Sustainability be liable for any delay in providing these services.
10.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
10.3 If the Client issues a termination notice, the Client shall be obliged to pay Mister Sustainability a compensation equal to the agreed fees apportioned to the services already rendered by Mister Sustainability, plus any additional costs incurred by Mister Sustainability as a result of said early termination.
10.4 In case Mister Sustainability cannot be reasonably expected to complete the works due to unforeseen circumstances, Mister Sustainability may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.
11. INDEPENDANCY
Mister Sustainability shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.
12. NOTICES
Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Purchase Order, or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail within The Netherlands, on the seventh (7th) business day following the date of its mailing if sent by (registered) mail outside The Netherlands or on the next business day immediately following the date of transmission if sent by facsimile transmission.
13. OBSERVANCE OF LEGAL REQUIREMENTS
13.1 Mister Sustainability shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.
13.2 Without prejudice to the generality of Article 13.1, in carrying out his obligations under the Contract, Mister Sustainability shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
14. GOVERNING LAW AND JURISDICTION
14.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in The Netherlands, and the parties consent to the jurisdiction of the courts there.
14.2 The Contract is governed by and interpreted in accordance with the laws of The Netherlands.
15. FORCE MAJEURE
Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.
Revised on December 15th 2021