General terms and conditions

These general terms and conditions apply to all quotes, engagement confirmations and agreements between Odin QHSE B.V. and its clients. We use one single set of terms for all our consultancy, secondment and advisory services. A signed copy is available on request, free of charge.

Who we are

Odin QHSE B.V.
Pastoriestraat 1
3195 HT Pernis Rotterdam, the Netherlands
Chamber of Commerce: 42015253
VAT: NL869301767B01

Article 1. Definitions

In these general terms and conditions:

• Odin QHSE means the private limited company Odin QHSE B.V., with its registered seat in Waalwijk, the Netherlands, registered with the Dutch Chamber of Commerce under number 42015253.
• Client means the natural or legal person who enters into an agreement with Odin QHSE or is negotiating one.
• Agreement means any agreement between Odin QHSE and the Client for the provision of services, including consultancy, secondment, advice, audits and training in the field of QHSE (Quality, Health, Safety, Environment).
• Professional means the employee or subcontractor engaged by Odin QHSE who actually performs the work.
• Services means all work Odin QHSE performs on the Client's instructions.
• Working day means Monday to Friday, excluding Dutch public holidays.

Article 2. Applicability

1. These general terms and conditions apply to every proposal, confirmation letter and agreement between Odin QHSE and the Client, and to every legal relationship arising from or connected with them.
2. Deviations from these terms are valid only if agreed between the parties in writing.
3. The applicability of any purchasing or other terms of the Client is expressly rejected.
4. If one or more provisions of these terms prove void or voidable, the remaining provisions remain in full force.

Article 3. Offers and proposals

1. All offers and proposals of Odin QHSE are without obligation and valid for thirty (30) days, unless the proposal expressly states otherwise.
2. Offers and proposals do not automatically apply to future assignments.
3. Quotations are based on the prices, rates, wages and exchange rates in force at the time of issue. Odin QHSE reserves the right to adjust them in the event of interim changes.

Article 4. Formation of the agreement

1. An agreement is formed when the Client has accepted a proposal or confirmation letter issued by Odin QHSE in writing, or when Odin QHSE has actually started the work on the Client's instructions.
2. Verbal commitments or arrangements are binding only once confirmed by Odin QHSE in writing.

Article 5. Performance of the assignment

1. Odin QHSE performs the assignment to the best of its knowledge and ability and in accordance with the standards of good workmanship. Odin QHSE undertakes an obligation of best efforts, unless an obligation of result has been expressly agreed in writing.
2. Odin QHSE decides how and by which Professional(s) the assignment is performed. Odin QHSE may replace Professionals during the assignment, provided the quality and continuity of the services are safeguarded.
3. The Client ensures that all information, resources, facilities and decisions that Odin QHSE indicates are necessary for performing the assignment are provided in time.
4. If the Client fails to meet its obligations under paragraph 3, or fails to meet them in time, Odin QHSE may suspend performance of the assignment without incurring any liability. Any additional costs arising from this are for the Client's account.
5. As part of its quality improvement and certification, Odin QHSE may contact the Client after an assignment has been completed to evaluate the services provided. Odin QHSE appreciates the Client's cooperation in this.

Article 6. Engagement of third parties

Odin QHSE may engage third parties in performing the assignment. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

Article 7. Changes and additional work

1. Changes to the original assignment, of whatever nature, are implemented only after prior written agreement between the parties.
2. Additional work, extra deployment or a shift in priorities count as additional work. Odin QHSE confirms additional work in writing in advance, including its impact on hours, costs and planning.
3. The Client acknowledges that additional work may move delivery dates and increase the agreed fee.

Article 8. Rates and costs

1. All rates applied by Odin QHSE are in euros and exclude VAT, unless expressly stated otherwise.
2. Travel time is charged at the agreed rate. Mileage, parking, tolls and other travel costs are charged at actual cost, unless agreed otherwise in writing.
3. Odin QHSE may adjust its rates annually on 1 January on the basis of the Services Producer Price Index (Dienstenprijsindex, DPI) published by Statistics Netherlands (CBS), and on the tacit renewal of a running assignment.

Article 9. Invoicing and payment

1. Odin QHSE invoices monthly, unless the confirmation letter provides otherwise. Invoicing is based on the timesheets approved by the Client.
2. The Client reviews each timesheet within one week of receipt and raises any objections in writing, with reasons, within that period. Hours to which no objection has been raised are invoiced.
3. The payment term is thirty (30) days from the invoice date, unless agreed otherwise in writing.
4. If the payment term is exceeded, the Client is in default without further notice, and Odin QHSE may charge the statutory commercial interest and all reasonable judicial and extrajudicial collection costs.
5. Odin QHSE may suspend or terminate performance of the assignment if invoices are not paid within the agreed term. Work already performed remains payable in full.
6. Objections to the amount of an invoice do not suspend the obligation to pay.

Article 10. Suspension, termination and cancellation

1. Either party may terminate an assignment in writing with one month's notice, unless a different notice period has been agreed in the confirmation letter.
2. Odin QHSE may terminate the agreement with immediate effect if the Client is declared bankrupt, applies for a suspension of payments, is dissolved, or materially fails to perform its obligations under the agreement.
3. If the Client terminates early, all work already performed, hours worked, travel costs and work scheduled within the notice period remain payable in full.
4. Notwithstanding paragraphs 1 and 3, the following applies to work with a fixed performance date, such as a risk inventory and evaluation (RI&E), an audit, an inspection or a training course. The Client may reschedule or cancel that work free of charge if it does so more than twenty (20) working days before that date. If the Client reschedules or cancels later, Odin QHSE charges part of the amount budgeted for that work, whatever the reason: 40% at fifteen (15) to twenty (20) working days inclusive, 60% at ten (10) to fourteen (14) working days inclusive and 80% at fewer than ten (10) working days before the performance date. Work already performed remains payable in full in addition. Before a cancellation takes effect, Odin QHSE first discusses with the Client whether the work can still go ahead.

Article 11. Indemnity

The Client indemnifies Odin QHSE against claims by third parties connected with or arising from the work performed by Odin QHSE, except in the event of intent or deliberate recklessness on the part of Odin QHSE.

Article 12. Force majeure

1. Neither party is obliged to perform any obligation it is prevented from performing by force majeure.
2. In these terms, force majeure means, in addition to what the law and case law understand by it, all external causes beyond Odin QHSE's control, including fire, pandemic, strikes, government measures, network and power failures, and the failure of essential suppliers.
3. If a force majeure situation lasts longer than sixty (60) days, either party may dissolve the agreement in writing, without any right to compensation arising.

Article 13. Confidentiality

1. Both parties keep confidential all confidential information they have obtained from each other or from another source in connection with the agreement. Information counts as confidential if a party has said so or if this follows from the nature of the information.
2. If the parties enter into a separate non-disclosure agreement (NDA), the provisions of that NDA prevail over this article to the extent they differ from it.

Article 14. Intellectual property

1. All intellectual property rights in the documents, reports, methods, models, templates, tools and software developed or made available by Odin QHSE belong exclusively to Odin QHSE, unless agreed otherwise in writing.
2. After full payment of the related invoices, the Client obtains a non-exclusive, non-transferable right to use these works for the purpose for which they were delivered.
3. The Client may not reproduce, publish or make available to third parties the works referred to in paragraph 1 without the prior written consent of Odin QHSE.

Article 15. Personal data and the GDPR

1. Where Odin QHSE processes personal data on the Client's instructions in performing the assignment, Odin QHSE acts as a processor within the meaning of the General Data Protection Regulation (GDPR).
2. In that case the parties enter into a separate data processing agreement that records, among other things, the nature, purpose, duration and security of the processing.
3. Odin QHSE takes appropriate technical and organisational measures to protect personal data against loss or any form of unlawful processing.

Article 16. Use of artificial intelligence (AI)

1. In performing its work, Odin QHSE uses artificial intelligence (AI), including cloud-based language models, to support research, analysis, document generation and quality control. This use contributes to the efficiency, consistency and turnaround time of the services.
2. Odin QHSE uses only AI services from providers that do not use the Client's data to train their models and that contractually guarantee confidentiality and appropriate security. Where the nature of the work allows, the Client's data is anonymised beforehand.
3. Output generated by AI is always reviewed, checked and where necessary adjusted by an experienced QHSE professional of Odin QHSE. Odin QHSE is and remains responsible for the content of the final result.
4. The Client consents to the use of AI as described in this article. If the Client wishes to deviate from this, this must be agreed in writing in advance.

Article 17. Non-solicitation of staff

During the assignment and for twelve (12) months after it ends, the Client will not employ, hire or otherwise engage, directly or through third parties, any Professional deployed by Odin QHSE, without the prior written consent of Odin QHSE. In the event of a breach, the Client owes an immediately payable penalty of EUR 25,000.00 per breach, without prejudice to Odin QHSE's right to full compensation.

Article 18. Governing law and disputes

1. All agreements between Odin QHSE and the Client are governed exclusively by Dutch law.
2. Disputes arising from or connected with the agreement are submitted at first instance exclusively to the competent court in the district of Zeeland-West-Brabant, the Netherlands.

Article 19. Final provisions

1. Odin QHSE may amend these general terms and conditions. Amendments are notified to the Client in writing and take effect thirty (30) days after notification.
2. The most recent version of these general terms and conditions is available from Odin QHSE on request and prevails over earlier versions.
3. These terms are a translation of the Dutch "Algemene voorwaarden Odin QHSE B.V." of the same version. In the event of any difference in interpretation, the Dutch text prevails.

Questions or need a signed copy?

Do you have questions about these terms or would you like to receive a signed copy? Contact us via our contact form or call +31 6 23 66 08 42.