Terms and conditions

These general terms and conditions apply to all offers, quotations and agreements under which HSE Kompas (hereinafter: "Contractor") offers or provides services.

The applicability of any purchasing or other terms and conditions of the client (hereinafter: "Client") is expressly rejected, unless otherwise agreed in writing.

All quotations and offers from HSE Kompas are without obligation and valid for 30 days from the date of issue, unless stated otherwise in writing.

The agreement is only concluded once both parties have confirmed or signed the quotation or order confirmation in writing (including by e-mail).

Offers are based on the information provided by the Client. HSE Kompas may rely on the accuracy and completeness of this information.

HSE Kompas performs the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship (best-efforts obligation).

Independence: HSE Kompas organises the work independently and carries it out according to its own professional judgement. There is no relationship of authority between the Client and HSE Kompas.

If proper performance of the agreement so requires, HSE Kompas has the right to have certain work carried out by third parties, after prior consultation with the Client.

Deadlines and schedules stated by HSE Kompas are indicative and are not strict deadlines. If a deadline is likely to be exceeded, HSE Kompas will consult the Client as soon as possible. HSE Kompas is only in default after a written notice of default giving a reasonable period in which to still perform.

The Client ensures that all data, documents and information that HSE Kompas needs for safe and correct performance of the assignment are provided in a timely and complete manner.

The Client guarantees the accuracy and reliability of the information provided.

If performance of the assignment is delayed because the Client does not meet these obligations, the resulting additional costs and additional work shall be borne by the Client.

HSE Kompas is not obliged to start the work before the Client has provided the necessary data and documents. Agreed deadlines are extended by the resulting delay.

For work at a Client location, the Client provides a safe workplace, gives the necessary safety instructions and information about the applicable house rules, and makes the prescribed personal protective equipment available. HSE Kompas complies with the house rules and safety instructions that apply at that location.

The Client, as employer and where applicable as operator of an establishment or activity, remains responsible at all times for complying with its obligations under laws and regulations, including the Dutch Working Conditions Act and regulations on the environment, external safety and hazardous substances. The services of HSE Kompas do not affect this responsibility.

HSE Kompas advises and supports. The decision whether, to what extent and how advice, recommendations and measures are implemented rests solely with the Client. This also applies when HSE Kompas carries out work within the Client's organisation as part of an interim assignment, unless expressly agreed otherwise in writing.

The parties agree an hourly rate or a fixed fee. Rates are exclusive of VAT and of any specific expenses agreed in advance (unless it is stated in writing that travel and accommodation costs are included).

Changes in the scope of the assignment or additional work are, in principle, agreed in writing in advance and charged at the usual rates of HSE Kompas.

HSE Kompas may adjust its hourly rates annually on 1 January on the basis of the consumer price index (CPI) of Statistics Netherlands (CBS). A fixed fee applies for the duration of the assignment for which it was agreed.

Advisory projects: HSE Kompas invoices on the basis of the agreed instalments (for example 50% in advance and 50% on delivery, or monthly on the basis of time spent).

Training courses/workshops: If HSE Kompas provides training, it is invoiced immediately after final confirmation and must be paid before it starts.

Payment must be made by bank transfer within 14 days of the invoice date.

Objections to an invoice must be submitted in writing, stating reasons, within 14 days of the invoice date. After this period, the invoice is deemed to have been accepted.

If the payment term is exceeded, the Client is in default immediately, without prior notice of default being required.

From the moment of default, the Client owes the statutory commercial interest on the outstanding amount.

As long as the Client is in default, HSE Kompas may suspend the work. HSE Kompas is not liable for any damage resulting from such suspension.

If HSE Kompas has to hand over the claim for collection, the Client owes extrajudicial collection costs of 15% of the outstanding amount, plus any legal costs.

Cancellation of HSE advisory assignments: Interim termination of an advisory assignment is only possible by mutual written consent, or subject to payment of the hours and costs already incurred up to the moment of termination.

Cancellation of training courses/workshops: If an agreed training course is cancelled or rescheduled by the Client, the following applies:

• Up to 8 weeks before the start: free of charge.
• Between 4 and 8 weeks before the start: 50% of the costs will be charged.
• Less than 4 weeks before the start: 100% of the costs will be charged.

The liability of HSE Kompas is at all times limited to the amount paid out in the relevant case under its professional or business liability insurance.

If for any reason no payment is made by the insurer, liability for direct damage is limited to a maximum of the amount invoiced for that specific assignment (for long-term assignments limited to the fee for the last 6 months).

In all cases, the total liability of HSE Kompas is limited to a maximum of € 250,000 per event, a series of related events counting as one event.

HSE Kompas is never liable for indirect damage, consequential damage, loss of profit or damage due to business interruption.

HSE Kompas is not liable for damage that arises because the Client provided incorrect or incomplete information, or because safety advice was not followed by the Client or its staff.

Any claim for damages lapses if it has not been reported to HSE Kompas in writing within one year of discovery of the event causing the damage.

The Client indemnifies HSE Kompas against all claims by third parties, including employees of the Client, relating to the performance of the assignment, including reasonable costs of legal assistance, unless the claim results from intent or deliberate recklessness on the part of HSE Kompas. Administrative fines and other sanctions imposed on the Client are borne by the Client and cannot be recovered from HSE Kompas.

The limitations and exclusions of liability in this article do not apply if the damage results from intent or deliberate recklessness on the part of HSE Kompas. They also apply for the benefit of third parties engaged by HSE Kompas in performing the assignment.

All advice, reports, HSE plans, checklists, presentations and training materials produced by HSE Kompas remain the property of HSE Kompas.

The Client obtains a non-exclusive, non-transferable right to use the documents for its own business operations. This includes amending, supplementing and updating the documents, such as a risk inventory and evaluation (RI&E) or action plan, for its own use.

The Client may provide the documents without permission from HSE Kompas to:

1. supervisory authorities and other government bodies, insofar as required by law or necessary for permitting or enforcement;
2. certification and inspection bodies;
3. the occupational health and safety service, company doctor, certified safety expert (kerndeskundige) and other advisers of the Client, insofar as necessary for their work;
4. employees, the works council or the employee representatives of the Client.

Any other disclosure, reproduction or provision to third parties requires the prior written permission of HSE Kompas.

HSE Kompas is not liable for documents or parts thereof that have been amended by or on behalf of the Client after delivery.

HSE Kompas may continue to use the general knowledge, working methods and models used or developed in performing the assignment, without confidential data of the Client, for other assignments.

Both parties must keep confidential all confidential information they have obtained from each other in connection with the agreement. Information is confidential if the other party has indicated so or if this follows from the nature of the information, such as data on incidents, business processes, installations, hazardous substances, permits and personnel.

The duty of confidentiality does not apply to information:

1. that is or becomes public without either party breaching this article;
2. that a party must provide by law, a court decision or a competent request from a supervisory authority; the disclosing party informs the other party of this in advance, insofar as permitted;
3. whose disclosure is necessary to avert serious and immediate danger to the safety or health of persons or to the environment. In that case HSE Kompas, where possible, first consults the Client before the danger is reported to the persons at risk or the competent authority.

HSE Kompas only mentions the Client's name or a description of the assignment as a reference with the Client's written permission.

The duty of confidentiality remains in force after termination of the agreement.

The parties process personal data in accordance with the General Data Protection Regulation (GDPR) and the regulations based on it.

Insofar as HSE Kompas processes personal data on behalf of the Client in performing the assignment, the Client is the controller and HSE Kompas the processor. In that case the parties conclude a data processing agreement.

The Client does not provide data concerning the health of employees or other special categories of personal data, unless this is necessary for the assignment, permitted by law and agreed in advance.

HSE Kompas protects personal data with appropriate technical and organisational measures, does not keep it longer than necessary for the assignment and informs the Client without undue delay of a personal data breach concerning the Client.

In the event of force majeure, the obligations of HSE Kompas are suspended. Force majeure also includes: illness of the self-employed professional (if replacement is not immediately possible), IT failures or data security breaches, transport disruptions or unforeseen circumstances relating to materials.

All agreements between HSE Kompas and the Client are governed exclusively by Dutch law.

Disputes shall in the first instance be submitted to the competent court in the district where HSE Kompas is established (unless the parties opt for mediation).