GENERAL CONDITIONS FOR WORKS PERFORMED BY AGRIDESK
These General Conditions apply to all services performed by either:
– AgriDesk España, S.L. – Avda. Maristas 15C, Valencia, Spain
– AGRIDESK (Netherlands)– Prins Frederikstraat 3, Vught, Netherlands
Depending on which entity is the contracting party, applicable law and jurisdiction will be determined accordingly.
1. General
These terms apply to any offer, service, or agreement between AgriDesk España, S.L. or AGRIDESK (Netherlands) and their clientele.
2. The nature of Budgets and Agreements
Those budgets presented by AgriDesk España, S.L. or AGRIDESK (Netherlands) are made based on the information provided by the client. The client has the responsibility to ensure that the information provided is appropriate and complete for the organisation and performance of the work. The contractual relationship creates an obligation of activity, but not results, although the execution of the work will be undertaken with the utmost professional diligence. The written and signed acceptance by the client of the budget amounts to a clear manifestation of consent and acknowledges the existence of the contract. Agreements concluded by postal or electronic mail will become complete from the moment of client acceptance.
3. Collaboration and commitment by the client
The client shall provide all documents and information requested to ensure effective and punctual planning. This includes access to relevant personnel and necessary workspace, including communication infrastructure, without additional cost.
4. Partial Subcontracting
AgriDesk is expressly authorised to subcontract or outsource parts of the work as required, while ensuring quality and deadlines.
5. Personnel
AgriDesk may change the composition of the consultancy team, if necessary, without compromising quality or continuity. The client must submit any request for personnel changes in writing. Direct or indirect recruitment of the other party’s staff or collaborators during the engagement and up to one year after is prohibited without prior written permission.
6. Fees and Expenses of Work
The agreed budget includes all expected costs (administrative, travel, accommodation, etc.). Any adjustments will be communicated to the client. Expenses not initially included are invoiced monthly.
7. Payment
Payment is due within 30 days of contract signing unless otherwise agreed. For phased work, payments are proportionally due at the end of each phase. Late payment incurs 1.25% interest per month. Continued non-payment may result in termination, with costs recoverable from the client. All participating clients are jointly responsible.
8. Modification of Terms
Both parties must inform each other of changes as early as possible. Any amendments must be confirmed in writing.
9. Duration and Termination
Unless agreed otherwise, the work has no set end date. The final invoice must be disputed within eight (8) days of receipt. After this period, the invoice is considered accepted.
If the client fails to deliver required documentation, materials, or approvals within a reasonable timeframe following written notice, or if circumstances arise that materially alter the project scope or planning through no fault of AgriDesk, AgriDesk may adjust the project timeline and/or terminate the agreement. In such cases, AgriDesk is entitled to full compensation for all work performed to date and for any costs reasonably incurred. These include, but are not limited to, travel, materials, subcontracting, licenses, and any financial commitments entered into based on the agreed schedule. This applies to delayed delivery, incomplete input, or operational disruptions caused by the client.
Termination or changes under these circumstances do not waive AgriDesk’s right to claim damages resulting from delay or non-cooperation.
If the work is divided into phases and cannot be completed due to the client’s delay or inaction, the client shall owe:
– 80% of the fees for any phase already started, plus all costs incurred for that phase.
– 60% of the fees for any phase not yet started, plus any associated pre-phase costs.
Termination for other reasons must be made in writing and may occur by mutual agreement or due to material non-performance by either party.
10. Intellectual Property
All intellectual property developed remains the property of AgriDesk unless otherwise agreed. Client use is limited to internal purposes. Reproduction or distribution without permission is prohibited.
11. Confidentiality
AgriDesk agrees to maintain confidentiality during and after the project. Violations will result in a €5,000 penalty. Clients must also maintain confidentiality regarding AgriDesk’s methods and deliverables.
12. Liability
AgriDesk is liable only up to the value of the fees received for the defective part of the work. In engagements exceeding two months, liability is capped at the previous month’s fee. In no event shall AgriDesk’s total liability exceed the total amount paid by the client under the agreement, regardless of the number of claims or their nature.
13. Applicable Law
The agreement is governed by Dutch law if contracted by AGRIDESK (Netherlands), or Spanish law if contracted by AgriDesk España, S.L.
14. Dispute Resolution
Disputes are subject to the courts of Den Bosch, Netherlands for AGRIDESK (Netherlands), or Valencia, Spain for AgriDesk España, S.L.
15. Changes in Conditions
AgriDesk reserves the right to amend these conditions with written notice to the client.
16. Force Majeure
AgriDesk is not liable for delays caused by unforeseen events such as natural disasters, wars, strikes, pandemics, or government actions.
17. Exclusion of Indirect Damages
AgriDesk is not liable for indirect damages, including loss of profit, revenue, or data, even if advised of the possibility of such damages.
18. Suspension of Services
AgriDesk reserves the right to suspend or withhold services in the event of non-payment exceeding 30 days, without waiving any of its rights under the agreement.
19. Limitation Period
Any claim or action by the client against AgriDesk must be brought within six (6) months of the event giving rise to the claim.
