Terms of service

Article 1. DEFINITIONS

The definitions stated below in capital letters have the following meaning in the

context of these general terms and conditions:

a. Documents: all information or data made available by the Client to the Contractor;

all data produced or collected by the Contractor in the context of the execution of the

Assignment/Agreement; and all other information of any relevance for the execution

or completion of the Assignment. The aforesaid information can be stored in tangible

or intangible data carriers, whether or not placed with third parties;

b. Employee: a natural person employed by or associated with the Contractor,

whether or not on the basis of an employment contract;

c. Assignment/Agreement: the agreement for the provision of services, under which

the Contractor undertakes towards the Client to execute specified Work;

d. The Client: the natural person or the legal entity who/which has provided the

Contractor with the Assignment to execute Work;

e. The Contractor: the firm that has accepted the Assignment. All Assignments are

exclusively accepted and executed by the firm, not by or on account of an individual

Employee, even if the Client has provided the Assignment expressly or tacitly for the

purpose of execution thereof by a specific Employee or specific Employees. The

applicability of Sections 404, 407 subsection 2 and 409, Book 7 of the Civil Code is

expressly excluded;

f. Work: all work to be executed by the Contractor for the benefit of the Client for

which an Assignment is provided and which has been accepted by the Contractor, as

well as all work ensuing therefrom for, and to be executed by, the Contractor.

Article 2. APPLICABILITY

1. These general terms and conditions apply to: all offers, tenders, Assignments,

legal relationships and Agreements, by whatever name, for which the Contractor

undertakes/will undertake to execute Work for the Client, as well as all Work ensuing

therefrom for the Contractor.

2. Derogations from, or addendums to, these general terms and conditions, shall only

be valid if these have been expressly agreed in writing in, for example, an Agreement

(in writing) or in (a further) confirmation of the Assignment.

3. If any provision in these general terms and conditions and the Assignment

confirmation letter were to conflict, the provision set out in the Assignment

confirmation letter shall be applicable as regards the contradiction.

4. These general terms and conditions also apply to any additional or subsequent

Assignments.

5. The applicability of the general terms and conditions of the Client is hereby

expressly rejected by the Contractor.

6. Natural persons and legal entities that are involved in the provision of service to

the Client by or on behalf of the Contractor, directly or indirectly or in any manner

whatsoever, whether or not on the basis of an employment contract, can rely on

these general terms and conditions.

Article 3. CLIENT DATA

1. The Client will be obliged to make all Documents that the Contractor in his/her

opinion requires for the correct execution of the Assignment, available to the

Contractor in the required form, in the required manner and in a timely manner. The

Contractor will determine what must be taken to mean by the required form, the

required manner and a timely manner.

2. The Client guarantees the accuracy, the completeness and the reliability of the

Documents provided by the Client, also if these originate from third parties, in so far

as this does not ensue otherwise from the nature of the Assignment.

3.The Client indemnifies the Contractor against any loss or damage resulting from

inaccurate or incomplete Documents.

4. The extra costs incurred by the Contractor and extra hours worked by the

Contractor, as well as the further loss or damage suffered by the Contractor, due to

not, not in a timely manner, or not properly providing by the Client of the Documents

necessary for the execution of the Work, will be at the Client's risk and expense.

5. In the event of electronic sending by the Contractor of information including, but

not limited to tax returns, annual accounts, reports of (and on the orders of) the Client

to third parties, the Client will be regarded as the party that signs and sends the

information concerned.

6. The Contractor has the right to suspend the execution of the Assignment until the

time when the Client has fulfilled the obligations referred to in the first subclause.

7. The Contractor will, upon first request in writing from the Client, return to the Client

the original Documents provided by the Client.

Article 4. EXECUTION OF THE ASSIGNMENT

1. The Contractor will execute the Assignment to the best of his/her abilities and with

due regard to the applicable legislation and regulations.

2. The Contractor determines the manner in which the Assignment will be executed

and by which Employee(s).

3. The Contractor has the right to have Work executed by a third party to be

appointed by the Contractor.

Article. 5. REGULATIONS

1. The Client will provide full cooperation to the obligations ensuing for the Contractor

from the applicable regulations.

2. The Contractor will take suitable measures for the protection of the personal data

and other confidential information originating from the Client. The Contractor will

inform the Employees and the third parties to be engaged of the confidential

character of the information. The processing by the Contractor will take place in

conformity with the applicable (inter)national legislation and regulations in the field of

the protection of personal data.

3.The Client is aware that the Contractor is in some cases obliged on the basis of

(inter)national legislation or regulations to disclose the Client’s confidential

information. In so far as necessary the Client hereby provides permission and

cooperation to such disclosure, including (but not limited to) in the cases that the

Contractor :

a. must report executed or intended unusual transactions described in legislation and

regulations, which become known to the Contractor during the execution of the Work,

to the authorities appointed for this purpose by the government;

b. must report fraud in specific situations;

c. is obliged to conduct an investigation of the (the identity of) the Client, or the

Client's client.

4. The Contractor excludes liability for loss or damage sustained by the Client due to

the Contractor’s compliance with the legislation and regulations to which it is subject.

5. Parties will impose their obligations on the basis of this article on any third parties

to be engaged by them.

Article 6. INTELLECTUAL PROPERTY

1. The execution of the Assignment by the Contractor does not include the transfer of

intellectual property rights that are vested in the Contractor. All intellectual property

rights arisen during, or ensuing from, the execution of the Assignment belong to the

Contractor.

2. The Client is expressly prohibited from reproducing, publishing or utilising the

products which the Contractor's intellectual property rights are vested in, or as the

case may be the products intellectual property rights are vested in with regard to the

use of which the Contractor has acquired the rights of use. This concerns for

example (but is not limited to): computer programs, system designs, working

methods, advice, (model) contracts, reports, templates, macros, and other intellectual

work.

3.The Client is not permitted to provide the products referred to in the second

subclause to third parties without prior permission in writing from the Contractor. This

does not apply in the event that the Client wishes to acquire an expert opinion

regarding the execution of the Work by the Contractor. In that event the Client will

impose the Client's obligations on the basis of this article on the third parties engaged

by the Client.

Article 7. FORCE MAJEURE

1. If parties cannot, not in a timely manner, or not properly fulfil the obligations under

the Agreement resulting from force majeure within the meaning of Section 75, Book 6

of the Civil Code, these obligations will be suspended until the time when parties will

be able to fulfil these in the agreed manner.

2. In the event that the situation occurs as referred to in the first subclause, parties

will have the right to terminate the Agreement, wholly or in part, in writing and with

immediate effect, without the right to any compensation existing.

3. If at the occurrence of the force majeure situation the Contractor has already

partially fulfilled the agreed obligations, the Contractor will be entitled to in the interim

separately invoice the executed Work, and the Client must pay this invoice as if it

concerned a separate transaction.

Article 8. FEE AND COSTS

1. The Work executed by the Contractor will be charged to the Client, on the basis of

payment of a fixed price, unless parties have agreed expressly otherwise such as, for

example, time spent and costs incurred. The payment of the fee will not be

depending on the result of the Work, unless agreed otherwise in writing.

2. In addition to the fee, the expenses incurred by the Contractor and the invoices of

third parties engaged by the Contractor will be charged to the Client.

3. The Contractor has the right to require an advance payment from the Client. The

failure to make the advance payment (in a timely manner) may be a reason for the

Contractor to (temporarily) suspend the Work.

4. If after the coming into effect of the Agreement, but before the Assignment is

entirely executed, fees or prices are changed, the Contractor will be entitled to adjust

the agreed rate accordingly, unless expressly agreed otherwise.

5. If required by law, the turnover tax (“omzetbelasting”) will be charged separately on

all amounts owed by the Client to the Contractor.

Article 9. PAYMENT

1. Payment by the Client of the amounts owed to the Contractor must take place,

without the Client having any right to any deduction, reduction, suspension, or setoff,

within 21 days after the invoice date, unless agreed otherwise. The day of payment is

the day the amount owed is credited to the account of the Contractor.

2. If the Client has not paid within the period referred to in the first subclause, the

Client will be in default by operation of law and the Contractor will be entitled to

charge, in addition to the statutory (commercial) interest from that time, a flat penalty

of 10% of the invoice amount, with a minimum of €150.

3. If the Client has not paid within the period referred to in the first subclause, the

Client will be obliged to pay all judicial and extrajudicial (collection) costs actually

incurred by the Contractor. The reimbursement of the costs incurred will not be

limited to any order to pay costs determined by the court.

4. In the event of a jointly provided Assignment the Clients will be jointly and severally

liable for the payment of the invoice amount and the interest and costs owed.

5. If the financial position or the payment record of the Client gives cause for this in

the opinion of the Contractor, or if the Client omits to make an advance payment, or

to pay an invoice within the payment term set out for this, the Contractor will be

entitled to require that the Client promptly provides (additional) security in a form to

be determined by the Contractor. If the Client omits to provide the required security,

the Contractor will be entitled, without prejudice to the Contractor's other rights, to

immediately suspend further performance of the Agreement, and all that which the

Client owes to the Contractor on whatsoever basis, will be immediately due and

payable.

Article 10. PERIODS/TERMS

1. If a period/term has been agreed between the Client and the Contractor within

which the Assignment must be executed and the Client omits to: (a) make an

advance payment - if agreed - or (b) make the necessary Documents available in a

timely manner, completely, in the required form and in the required manner, the

Client and the Contractor will enter into consultation regarding a new period/date

within which the Assignment must be executed.

2. Periods/terms within which the Work must be completed are only to be deemed to

be a final deadline if this has been agreed expressly and in so many words (in

writing) between the Client and the Contractor.

Article 11. LIABILITY AND INDEMNITY

1. The Contractor will not be liable for any loss or damage on the part of the Client

which arises due to the fact that the Client has provided no, inaccurate or incomplete

Documents to the Contractor, or due to the fact that these have not been provided in

a timely manner. This also includes the situation in which the Contractor is unable to

file the annual report and accounts with the Chamber of Commerce within the

statutory period as a result of acts or omissions (on the part) of the Client.

2. The Contractor will not be liable for any indirect loss or damage, such as: lost

profit, lost savings, loss due to business interruption and any other consequential

loss, or indirect loss or damage, which is the result of no, or not in a timely manner,

or unsatisfactory, performance by the Contractor.

3. The liability on the part of the Contractor is limited to compensation of direct loss or

damage that is the direct result of (a connected series of) attributable failure(s) in the

execution of the Assignment. Direct loss or damage is - inter alia - taken to mean: the

reasonable costs incurred to establish the cause and extent of the damage; the

reasonable costs incurred to ensure that the Contractor's performance complies with

the Agreement, and the reasonable costs incurred for the prevention and limitation of

the damage. This liability is limited for all Assignments to a maximum of 50% of the

fees paid for the Work executed in the context of the Assignment concerned in the

twelve (12) months preceding the occurrence of the attributable failure(s).

4. A connected series of attributable failures will apply as one single attributable

failure

5. The limitations of liability included in this article do not apply if and in so far as

there is intent or wilful recklessness on the part of the Contractor or its managerial

staff (“leidinggevend management”).

6. The Client is obliged to take measures to limit loss or damage. The Contractor has

the right to remedy or limit loss or damage by means of repairing or improving the

executed Work.

7. The Client indemnifies the Contractor against any claims by third parties on

account of loss or damage caused due to the fact that the Client has not provided

Documents or inaccurate or incomplete Documents to the Contractor.

8. The Client will indemnify the Contractor against any claims by third parties

(including Employees of the Contractor and third parties engaged by the Contractor)

who suffer loss or damage related to the execution of the Assignment, which is the

result of the acts or omissions on the part of the Client or is the result of unsafe

situations in the Client's company or organisation.

9. The provisions of subclauses 1 up to and including 8 of this article relate to the

contractual as well as the non-contractual liability of the Contractor to the Client.

Article 12. TERMINATION

1. The Client and the Contractor may at any time terminate the Agreement (in the

interim) with immediate effect without observing a notice period, by means of notice

in writing to the other party. If the Agreement terminates before the Assignment is

completed, the Client will owe the fee in accordance with the Work already performed

and any Work still to be performed by mutual agreement for the benefit of the Client.

2. If the Client terminates the Agreement (in the interim), the Contractor will have the

right to: compensation of loss resulting from lower capacity utilisation arisen on its

part and to be made plausible by the Contractor; reimbursement of additional costs

that the Contractor has already incurred; and costs ensuing from any cancellation of

engaged third parties (such as - inter alia - any costs with regard to subcontracting).

3. If the Contractor terminates the Agreement (in the interim), the Client will have the

right to cooperation from the Contractor during the transfer of Work to third parties,

unless there is intent or wilful recklessness on the part of the Client as a result of

which the Contractor feels compelled to terminate the Agreement. It is conditional to

the right of cooperation, as specified in this subclause, that the Client has paid all

underlying outstanding advance payments or as the case may be all invoices.

Article 13. RIGHT OF SUSPENSION

1. The Contractor will be entitled, after careful balancing of interests, to suspend the

fulfilment of his/her obligations, including the handing over of Documents or other

items to the Client or third parties, until the time that all due and payable claims

against the Client have been paid in full.

2. The first subclause does not apply with regard to Documents of the Client which

have not (yet) been processed by the Contractor.

Article 14. COMPLAINTS AND EXPIRY PERIOD

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1. Any dispute regarding an invoice must reach the Contractor within ten (10 working

days of the invoice date, After this period, the invoice will be considered irrevocably

accepted by the Client.

2. The Contractor must be notified of any complaints concerning the Work performed,

at the risk of forfeiting any rights on the part of the Client, in writing within eight (8)

days of the date of dispatch of the Documents for which the Client has filed a

complaint, or within eight (8) days of the discovery of the defect, if the Client

demonstrates that it could not reasonably have discovered the defect earlier.

3. In so far as these general terms and conditions do not determine otherwise, rights

of claim and other entitlements of the Client on whatsoever basis against the

Contractor related to the execution of Work by the Contractor will lapse, in any event

after one year from the time when the Client knew about or reasonably could have

known about the existence of these rights and entitlements.

Article 15. ELECTRONIC COMMUNICATION AND ELECTRONIC FILING OF THE

ANNUAL REPORT AND ACCOUNTS

1. During the execution of the Assignment the Client and the Contractor can

communicate with each other by means of electronic resources and/or make use of

electronic storage (such as Cloud applications). Unless agreed otherwise in writing,

parties may assume that the sending of correctly addressed fax messages, emails

(including emails sent through the internet) and voicemail messages, regardless of

whether these contain confidential information or Documents related to the

Assignment, will be mutually accepted. The same applies to other means of

communication used or accepted by the other party.

2. The Client and the Contractor will not be liable towards each other for loss or

damage that might ensue for one or both of them, resulting from the use of electronic

means of communication, networks, applications, electronic storage, or other

systems, including - but not limited to – loss or damage resulting from non-delivery or

delay of delivery of electronic communication, omissions, distortion, interception, or

manipulation of electronic communication by third parties or by software/equipment

used for sending, receiving or processing of electronic communication, transmission

of viruses and the not, or not properly, functioning of the telecommunication network

or other resources required for electronic communication, except to the extent that

the loss or damage is the result of intent or gross negligence. The above also applies

to the use that the Contractor makes thereof in its contact with third parties.

3. In addition to the previous subclause the Contractor does not accept any liability

for any loss or damage arisen due to or related to the electronic sending of

(electronic) annual report and accounts and the digital filing thereof with the Chamber

of Commerce.

4. The Client as well as the Contractor will do or omit all that can reasonably be

expected from each of them to prevent the occurrence of aforesaid risks.

5. The data extracts from the sender's computer system will provide conclusive

evidence of (the contents of) the electronic communication sent by the sender until

proof to the contrary has been provided by the recipient.

6. The provisions of article 11 accordingly apply.

Article 16. MISCELLANEOUS PROVISIONS

1. If the Contractor executes Work at the Client's location, the Client will guarantee a

suitable workplace, which complies with the statutory occupational health and safety

standards and other applicable regulations with regard to working conditions. The

Client must ensure that the Contractor is in that case provided with office space and

other facilities, which in the opinion of the Contractor are necessary or useful for the

performance of the Agreement, and which comply with all (statutory) requirements to

be set for this. With regard to (computer) facilities made available, the Client is

obliged to ensure continuity inter alia by means of adequate back-up, security and

virus control procedures. The Contractor will apply virus control procedures when the

Contractor makes use of the Client's facilities.

2. The Client will not employ or approach Employees involved in the execution of the

Work, to take up employment with the Client, whether or not temporarily, directly or

indirectly, or to execute work for the benefit of the Client, directly or indirectly,

whether or not in salaried employment, during the term of the Agreement or any

extension thereof and during 12 months thereafter.

3. These general terms and conditions have been drawn up in Dutch as well as the

English language. In the event of a difference or conflict between the English and the

Dutch text, the Dutch text will be binding.

4. The provisions in the Assignment, which must expressly or by their nature remain

in force after the end or the termination of the Assignment, will remain in force after

the end or termination, including articles 6, 8, 9, 11, sub clause 2 and article 17

Article 17. APPLICABLE LAW AND CHOICE OF FORUM

1. The Agreement is governed by Dutch law.

2. All disputes will be resolved by the competent court in the district in which the

Contractor is established.

Article 18. REPAIR CLAUSE

1. If any provisions of these general terms and conditions or of the underlying

Assignment/Agreement might be wholly or in part null and void and/or invalid and/or

unenforceable as a result of any statutory regulation, judicial decision, or otherwise,

this will have no consequences whatsoever for the validity of all other provisions of

these general terms and conditions or the underlying Assignment/Agreement.

2. If any provision in the Assignment or any part of the Assignment cannot be relied

on in law, the remaining part of the Assignment will remain in full force, always

provided that provisions in the part which cannot be relied on will be deemed to have

been adjusted in such a manner that reliance thereon will be possible, whereby the

intention of parties with regard to the original provision or original part will remain in

existence as much as possible.