ARTICLE 1 | DEFINITIONS
In these general terms and conditions, the following terms are used with the meanings specified below, unless the nature or context of the provisions dictates otherwise:
Fast Forward: Fast Forward B.V., operating under the name Fast Forward B.V., established in Utrecht and registered in the Trade Register under Chamber of Commerce number 67064043.
Client: The natural person acting in the exercise of a profession or business, or the legal entity with whom Fast Forward has entered into or intends to enter into an Agreement.
Parties: Fast Forward and the Client jointly.
Agreement: Any agreement concluded between Fast Forward and the Client, whereby Fast Forward undertakes, for a price agreed upon between the Parties, to provide Services to the Client.
Services: All services provided by or on behalf of Fast Forward within the scope of the Agreement, including but not limited to consulting in the field of e-commerce and digitization on commercial, technical, organizational, and/or procedural matters, whether delivered in the form of oral or written advice, reports, interim management, training, or coaching.
In writing: Both traditional written communication and communication stored on a durable data carrier, such as communication via email.
The following terms are used with the meanings specified below in these general terms and conditions, unless the nature or intent of the provisions dictates otherwise.
ARTICLE 2 | GENERAL PROVISIONS
2.1 These general terms and conditions apply to every offer made by Fast Forward and every Agreement concluded.
2.2 The applicability of any general or differing conditions used by the Client is explicitly rejected.
2.3 Deviations from the provisions of these general terms and conditions are only valid if agreed upon in writing. If and to the extent that the explicit written Agreement between the Parties deviates from these general terms and conditions, the explicit written Agreement takes precedence.
2.4 The nullity or invalidity of one or more provisions in these general terms and conditions does not affect the validity of the remaining provisions. In such cases, the Parties are obligated to consult with each other to agree on a replacement provision for the affected clause, taking into account the intent and purpose of the original provision as closely as possible.
ARTICLE 3 | OFFER AND FORMATION OF AGREEMENTS
3.1 Every offer from Fast Forward is non-binding, even if it includes a deadline for acceptance. Unless explicitly stated otherwise, offers or quotations from Fast Forward are valid for 14 days from the date of issuance.
3.2 The Client cannot derive any rights from an offer by Fast Forwardthat contains an apparent error or typo. The Client also cannot derive any rights from an offer by Fast Forward that is based on incorrect or incomplete information provided by the Client.
3.3 An offer from Fast Forward does not constitute an offer for potential future agreements between the Parties. Unless changes are made to these general terms and conditions, they will also govern subsequent or new agreements between the Parties. The Client acknowledges that Fast Forward is not obligated to provide these general terms and conditions again if the Parties enter into subsequent or new agreements.
3.4 A composite price quotation provided by Fast Forward does not obligate Fast Forward to perform part of the Services at a corresponding portion of the composite price.
3.5 The Agreement is concluded through offer and acceptance. The Client accepts by signing the Agreement by one or more persons authorized to legally represent the Client. If the Client's acceptance deviates from Fast Forward’s offer, the Agreement is not formed unless Fast Forward confirms in writing that it accepts these differing conditions.
3.6 If the Client enters into the Agreement on behalf of another natural or legal person, the Client declares they are authorized to do so. The Client is jointly and severally liable, along with this (legal) person, for fulfilling the obligations arising from the Agreement.
ARTICLE 4 | PERFORMANCE AND DELIVERY CONDITIONS
4.1 Fast Forward will make every effort to meet the performance and delivery deadlines specified in the Agreement, but these deadlines are never strict deadlines. Fast Forward is only in breach of its obligations if the Client has issued a written notice of default, granting Fast Forward a reasonable period to fulfill the obligation, and Fast Forward has still failed to meet its obligation after this period.
4.2 If Fast Forward' fulfillment of an obligation in an Agreement depends on data provided by the Client, performance and delivery deadlines will not commence until Fast Forward has received this data from the Client.
ARTICLE 5 | THIRD PARTIES
5.1 If, in Fast Forward' opinion, the involvement of third parties is necessary for executing the Agreement, Fast Forward has the right to have the Agreement performed wholly or partially by third parties. Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code do not apply to the Agreement.
5.2 To the extent that the law does not compellingly prohibit it, Fast Forward is not liable for damages caused by errors or shortcomings of third parties engaged by Fast Forward for the execution of the Agreement.
5.3 These general terms and conditions are also stipulated for the benefit of third parties engaged by Fast Forward. These third parties can invoke the provisions of these general terms and conditions against the Client, insofar as the respective rights and obligations are not exclusively reserved for Fast Forward by their nature or intent.
5.4 Third parties engaged by Fast Forward in connection with the execution of the Agreement may seek to limit their liability. Fast Forward assumes, and if necessary stipulates by these terms, that all assignments given to it include the authority to accept such liability limitations on behalf of the Client.
ARTICLE 6 | GENERAL OBLIGATIONS OF THE CLIENT
6.1 The Client is obliged, both upon request and unsolicited, to provide all information that is reasonably relevant for the performance of the Agreement, as soon as it is necessary for the (further) performance of the Agreement, completely and in the manner prescribed by Fast Forward, if applicable. The Client guarantees the accuracy of this information. Furthermore, the Client must always provide Fast Forward with all necessary cooperation required for the execution of the Agreement in a timely manner. The Client shall take the necessary measures to optimize the execution of the Agreement.
6.2 If and to the extent that the Services are performed at the Client's location or another location designated and agreed upon by the Parties, the Client shall ensure that Fast Forward can make use of all facilities present at that location free of charge and in accordance with the reasonable wishes of Fast Forward. The Client shall also grant Fast Forward all necessary authorizations, including access to the Client's networks and systems, that are reasonably required for the proper execution of the Services.
6.3 If employees or managers within the Client's organization, or third parties engaged by the Client, are involved in the execution of the Agreement, the Client shall ensure that these persons are available to Fast Forward in a timely manner and that they provide all necessary cooperation and perform required tasks to enable Fast Forward to execute the Agreement properly.
6.4 If the Client fails to fulfill, fully fulfill, timely fulfill, or properly fulfill its obligations under the previous paragraphs of this Article, Fast Forward is entitled, without prejudice to the provisions elsewhere in these general terms and conditions, to suspend the performance of the Agreement and/or charge the Client for the resulting delay damages or waiting hours incurred.
ARTICLE 7 | PERFORMANCE OF AGREEMENTS IN GENERAL
7.1 Fast Forward performs its services to the best of its knowledge and ability and in accordance with the requirements of good professional practice. Unless the nature or intent of the obligation strictly precludes it, Fast Forward only undertakes an obligation of effort, without guaranteeing the achievement of the (business and revenue) results that the Client aims to achieve by entering into the Agreement, particularly based on the provided advice and instructions, whether or not in the form of training and coaching, as well as decision documents from Fast Forward.
7.2 Fast Forward is entitled to execute the Agreement in phases and to invoice each completed phase separately. If the Agreement is executed in phases, Fast Forward may suspend the execution of the subsequent phase until the Client has approved the results of the preceding phase in writing.
ARTICLE 8 | DURATION OF ONGOING/CONTINUING AGREEMENTS
8.1 If the Agreement does not terminate upon completion of the assignment but is agreed to terminate upon notice (duration and/or framework agreement), as with interim assignments, Articles 8.2 and 8.3 of these general terms and conditions apply.
8.2 If a duration or framework agreement is entered into for a specific period, this period is expressly stated in the duration or framework agreement.
8.3 Unless expressly agreed otherwise, a duration or framework agreement terminates by written notice with a notice period of 30 days. Termination must be in writing and occurs at the end of the month.
ARTICLE 9 | SPECIAL PROVISIONS RELATING TO INTERIM ASSIGNMENTS
9.1 In the context of interim assignments, Fast Forward is authorized to represent the Client after agreement on the necessary authorizations, budgets, and/or estimates. Fast Forward' authority is limited by these agreements. The Client shall ensure that these agreements are recorded in writing.
9.2 During periodic meetings, attended or represented by the Client and Fast Forward, progress on the Agreement and other relevant developments will be reported to the Client.
9.3 The Client shall not impose actions on Fast Forward that conflict with applicable law, the Client's statutes, decisions, and guidelines of the Client's governing bodies and/or professional ethics.
9.4 Parties shall, on the initiative of either party or jointly, conduct discussions in the following situations:
If the Client makes or requires a substantial change in the character, nature, content, or scope of the interim assignment.
If services are requested for an organization or legal entity other than the Client.
If a difference of opinion arises with the Client about the manner of execution of the interim assignment.
ARTICLE 10 | PREMATURE TERMINATION OF AGREEMENTS
10.1 If the Client terminates an Agreement prematurely or fails to observe the agreed or applicable notice period, Fast Forward is entitled to claim compensation for lost revenue and all other damages and costs incurred by Fast Forward as a result of the termination. If the grounds for termination lead to an unreasonable application of the foregoing provision, the Client is in any case obliged to compensate Fast Forward for all costs incurred with a view to the execution of the Agreement, plus the agreed fee for Fast Forward prorated to the services performed up to the termination.
10.2 Contrary to the provisions of 10.1, the Client, in the event of premature termination of an Agreement for which a fixed fee has been agreed, whether or not payable in installments, is entitled to cancel the Agreement free of charge up to and including the 14th day before the start of the service provision, subject to the costs that Fast Forward has already incurred in connection with the preparation of the assignment, plus a reasonably determined fee for the preparation of the assignment. If cancellation of an assignment as referred to in the first sentence of this paragraph occurs between the 14th and the 7th day before the start of the service provision, the Client owes 50% of the agreed fee. In the case of later cancellation of such an assignment, the Client owes the full agreed fee.
10.3 Premature cancellation of the Agreement by the Client must be done in writing, with the date of receipt of the cancellation notice by Fast Forward being the cancellation date of the Agreement.
ARTICLE 11 | FORCE MAJEURE
11.1 Fast Forward is not obliged to fulfill any obligation under the Agreement if and as long as it is hindered due to a circumstance that cannot be attributed to its fault and does not come at its expense pursuant to the law, a legal act, or prevailing opinions.
11.2 If the force majeure situation permanently prevents fulfillment of the Agreement, both Parties are entitled to terminate the Agreement with immediate effect.
11.3 If Fast Forward has already partially fulfilled its obligations at the onset of the force majeure or can only partially fulfill its obligations, it is entitled to invoice the part already performed or deliverable separately as if it concerned a separate agreement.
11.4 Damages incurred by the Client as a result of force majeure are never eligible for compensation, notwithstanding the application of the previous clause.
ARTICLE 12 | SUSPENSION AND TERMINATION
12.1 Fast Forward is entitled to suspend the execution of the Agreement or terminate the Agreement entirely or partially with immediate effect if circumstances justify such action, if the Client fails to fulfill its obligations under the Agreement, fails to do so on time or completely, or if circumstances that have come to Fast Forward’ attention after entering into the Agreement give good reason to fear that the Client will not fulfill its obligations.
12.2 If the Client is declared bankrupt, if any attachment is levied on its assets, if (provisional) suspension of payments is requested, or if the Client is otherwise unable to freely dispose of its assets, Fast Forward is entitled to terminate the Agreement immediately, unless the Client has already provided sufficient security for the amounts it owes or will owe under the Agreement.
12.3 Furthermore, Fast Forward is entitled to terminate the Agreement if circumstances arise that make the fulfillment of the Agreement impossible or if maintaining the Agreement unchanged cannot reasonably be demanded.
12.4 The Client is never entitled to any form of compensation in connection with Fast Forward exercising its right of suspension or termination under this article.
12.5 To the extent attributable to the Client, the Client is liable to compensate Fast Forward for any damages it suffers as a result of the suspension or termination of the Agreement.
12.6 If Fast Forward terminates the Agreement under this article, all claims against the Client become immediately due and payable.
ARTICLE 13 | PRICES, COSTS, AND PAYMENTS
13.1 In its quotation, Fast Forward specifies the price and cost factors as accurately as possible, including but not limited to: a fixed lump sum, an hourly rate, and/or a periodic fee in the case of a framework or duration agreement, as well as any travel and accommodation costs.
13.2 All amounts quoted by Fast Forward are exclusive of VAT unless explicitly stated otherwise.
13.3 If services are offered based on an estimate, the actual hours worked or costs incurred will be charged to the Client.
13.4 Fast Forward is entitled to pass on price increases of cost-determining factors occurring after the conclusion of the Agreement to the Client.
13.5 If the Agreement has a duration longer than one month, Fast Forward is entitled to invoice the Client monthly, notwithstanding the provisions in the following two articles.
13.6 In the case of a fixed lump sum, Fast Forward is always entitled to demand full or partial advance payment of the agreed price.
13.7 Fast Forward is also entitled to invoice separately for the completed phases under the Agreement. Fast Forward is not obliged to further execute the Agreement as long as the Client is in default of fulfilling its payment obligations towards Fast Forward.
13.8 The Client must pay without offsetting any disputed claim against Fast Forward.
13.9 Payments by the Client to Fast Forward must be made via transfer within the period specified on the invoice and in the manner prescribed by Fast Forward.
13.10 Fast Forward is entitled to provide invoices to the Client exclusively via email.
13.11 In the event of liquidation, bankruptcy, or (provisional) suspension of payment by the Client, claims against the Client become immediately due and payable.
13.12 In case of late payment, the Client is in default by operation of law. From the day the Client is in default, interest of 1% per month is due on the outstanding amount, whereby part of a month is considered a full month.
13.13 All costs, including judicial, extrajudicial, and execution costs, incurred to recover amounts owed by the Client, are at the Client's expense.
ARTICLE 14 | LIABILITY AND INDEMNIFICATION
14.1 Fast Forward is not liable for damages related to or caused by inaccuracies or incompleteness in the information provided by the Client, any other breach of the Client's obligations under the law or the Agreement, or any other circumstance not attributable to Fast Forward.
14.2 Fast Forward is, except in cases of intentional misconduct or gross negligence, not responsible or liable for actions or omissions of the Client or third parties directly or indirectly based on advice, decision documents, plans, etc., provided or made available by Fast Forward in any form.
14.3 Fast Forward is never liable for indirect damages, including but not limited to lost profits and business interruptions. It is only liable for direct damages caused by an attributable shortcoming in the execution of its services.
14.4 If Fast Forward is liable for any damage, it is always entitled to remedy this damage. The Client must provide Fast Forward with the opportunity to do so, failing which any liability of Fast Forward in this regard will lapse.
14.5 The liability of Fast Forward is in all cases limited to the invoice value of the Agreement or the portion of the Agreement to which the liability relates, with an absolute maximum of €10,000 per incident causing the damage. A series of related incidents is regarded as a single incident. If the Agreement has a duration of more than six months, the invoice value over the last six months of the Agreement will be used as the basis for the limitation mentioned above.
14.6 The limitation period for all claims against Fast Forward is one year after the Client has become aware or could reasonably have become aware of the claim, notwithstanding the application of the limitation period mentioned in Article 11.
14.7 The Client indemnifies Fast Forward against all claims by third parties who suffer damage in connection with the execution of the Agreement and whose cause lies in factors other than those attributable to Fast Forward. If Fast Forward is held liable by third parties for this reason, the Client is obligated to assist Fast Forward both in and out of court and to immediately do everything that can reasonably be expected in such cases. If the Client fails to take adequate measures, Fast Forward is entitled, without notice of default, to take such measures itself. All costs and damages incurred by Fast Forward and third parties as a result are fully at the Client's expense and risk.
ARTICLE 15 | CONFIDENTIALITY
15.1 Fast Forward is obliged to handle and keep confidential all confidential information carefully, such as confidential business data and databases of the Client, as well as other confidential information it becomes aware of during the execution of its services, unless the nature or purpose of the Agreement expressly excludes this. The Client, its personnel, and any third parties engaged by the Client are also obligated to maintain confidentiality regarding confidential information originating directly or indirectly from Fast Forward.
15.2 Information is considered confidential if it has been communicated as such by the Parties or if the nature of the information implies confidentiality.
15.3 The Parties will only use the received confidential information for the purpose for which it was provided.
15.4 The obligations under this article do not apply if one of the Parties is legally required or ordered by a court to disclose confidential information to third parties. In that case, the other Party does not have the right to terminate the Agreement or claim compensation for any resulting damages.
15.5 Fast Forward is entitled to use the knowledge acquired during the execution of the Agreement for other purposes, provided that no confidential information about the Client's organization or persons involved is disclosed to third parties.
ARTICLE 16 | INTELLECTUAL PROPERTY
16.1 Fast Forward retains the copyright and all other intellectual property rights to the methods, ideas, designs, advice, and documentation it uses, including decision documents and other reports, regardless of the contribution of the Client or third parties to the creation of these materials. The exercise of these rights, including disclosure or transfer of data, is exclusively reserved for Fast Forward, both during and after the execution of the Agreement, notwithstanding the provisions in the following clause.
16.2 The Client agrees to use the items mentioned in the previous clause solely for its own use and only insofar as necessary given the nature and purpose of the Agreement. The Client will not make these items available to third parties, whether for free or for compensation, nor act or fail to act in such a way that would allow third parties access to these items, except as provided for in the previous sentence.
16.3 The Client is not permitted to remove or alter any intellectual property markings from Fast Forward, such as in decision documents, reports, or other written advice.
ARTICLE 17 | FINAL PROVISIONS
17.1 All Agreements and all resulting legal relationships between the Parties are governed exclusively by Dutch law. The Parties will not initiate legal proceedings until they have made every effort to resolve the dispute amicably. The court in Midden-Nederland, location Utrecht, has exclusive jurisdiction to handle legal disputes. The Dutch version of these general terms and conditions is always decisive for the interpretation of the provisions contained therein.
