General terms and conditions

Article 1 GENERAL

1. In these general terms and conditions, the following terms shall have the meanings assigned to them in the present article:
   Client: the principal.
   Contractor: the Holthaus Advies or legal entity that accepts the engagement. All engagements shall be accepted and carried out exclusively by contractor, which, for this purpose, shall waive the application of Sections 404, 407 paragraph 2, and 409 of Book 7 of the Netherlands Civil Code.
2. All stipulations in these general terms and conditions shall apply mutatis mutandis to the (directors of) partners, directors and staff of the contractor, and to any third parties or auxiliaries brought in by the contractor for the purposes of carrying out the engagement.
3. The client shall assert any right of action or recourse solely against the contractor and not against (directors of) partners, directors and employees of contractor, or any third parties or auxiliaries brought in by the contractor.
4. This is an informal translation. The Dutch text of these terms and conditions shall prevail.

Article 2 SCOPE

1. These general terms and conditions are applicable to all legal relationships between the contractor and the client. Any amendments to these general terms and conditions must be confirmed in writing by the parties.
2. If one or more provisions in these general terms and conditions are at any time found to be wholly or partially invalid or be nullified, then the remaining provisions of these general terms and conditions will remain to apply in full. Contractor and client will engage in dialogue to come to new provisions to replace the invalid and/or nullified ones, with observance of the intent and purpose of the original provision.
3. If uncertainty arises regarding the interpretation of one or more provisions in these general terms and conditions, the explanation must be found ‘in the spirit’ of these provisions.
4. If a situation occurs between parties which is not covered by these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.
5. The applicability of any general terms and conditions of the client is hereby expressly rejected.
6. These general conditions apply to every instruction accepted by contractor, including any follow-up instructions and further client assignments. The Dutch text of these general conditions shall prevail in the event of any differences between the English text and the Dutch text.
7. These general conditions have been deposited at the Court Registry of the Amsterdam District Court, and are also available at the contractor's website.
8. The Dutch text of these general terms and conditions shall prevail in the event of any differences between the English text and the Dutch text.

Article 3 INCEPTION OF CONTRACT

1. The contract shall become effective upon receipt by the contractor of the confirmation of the engagement duly signed by the contractor and the client. Confirmation shall be based on the information supplied to the contractor by the client at that time. The confirmation of the engagement is deemed to reflect the contract terms accurately and completely.
2. If the engagement was given orally or if the confirmation of the engagement has not (or not yet) been returned duly signed, the engagement shall be considered to have taken effect, and to have become subject to these general terms and conditions, at the point when the contractor began the work at the request of the client.
3. The parties are free to prove that the contract has been concluded in some other way.
4. The contract is entered into for an indefinite period of time, unless the nature of the engagement stipulates otherwise or if parties expressly agree otherwise in writing.

Article 4 OBLIGATIONS OF CLIENT

1. The client shall be obliged to make available - in good time, in the required form, and in the required manner - all information and documentation which the contractor needs for the proper performance of the engagement.
2. Given that the contractor is required to comply with the regulations regarding independence that are imposed by national and foreign regulatory bodies, the client is obliged to inform the contractor - in goodtime, correctly, and in full - of its legal structure and control relationships and of any changes therein and of the legal structure and control relationships of a group to which he belongs and any changes therein, as well as of all other alliances, financial or otherwise relating to its business or organization, all of this being in the broadest sense of the words.
3. The client guarantees the accuracy, completeness, and reliability of the information and documentation made available to the contractor, including information and documentation originating from third parties, except where precluded by the nature of the engagement.
4. Damage incurred by the contractor, additional fees and expenses arising from a delay in the engagement due to failure by the client to timely and properly provide the information and documentation required shall be borne by the client.
5. The contractor has the right to suspend (opschorten) its obligations under this contract until the Client has met its obligations to furnish information.
6. If (and to the extent that) the Client so requests, the contractor will return documents furnished by the Client.

Article 5 PERFORMANCE OF THE ENGAGEMENT

1. The contractor shall determine the way in which and the person by whom the engagement is to be performed.
2. The contractor has the right to contract third parties to carry out specific parts of the assignment.
3. If the contractor has performed work falling outside of the scope of the initial assignment, such work is deemed to have been carried out on the basis of an additional instruction by the client. Proof for such additional instruction shall be determined on the basis of the contractor’s internal administration.
4. The contractor shall carry out the work to the best of his ability and acting with due professional care; the contractor cannot, however, guarantee that any intended result shall be achieved.

Article 6 CONFIDENTIALITY AND DATA PROTECTION

1. Unless (i) contractor is required under any provision in the applicable national or international legislation and regulations, including professional rules and regulations, to disclose information, or (ii) contractor or persons affiliated with or working for contractor act in any disciplinary, civil, administrative or criminal proceedings in which this information may be of importance, contractor and the person(s) assigned by contractor shall neither disclose confidential information and personal data nor provide such information to third parties, other than those referred to in this article 6. When undertaking its work contractor acts in accordance with the General Data Protection Regulation (GDPR).
2. Client agrees, within the scope of (i) an engagement commissioned by client to contractor, (ii) compliance with statutory obligations to which contractor is subject, (iii) risk management and quality review requirements, and (iv) internal business purposes, that contractor shall process confidential information and personal data concerning client and/or persons (formerly) working for, or affiliated with, client, client’s customers or third parties, including sharing this information with: (a) Holthaus teams other than those involved in the performance of the engagement; and (b) if required, parties involved in the execution of the engagement; and (d) subcontractors and IT service providers; and (e) contractor’s insurers or legal advisers.
3. Client agrees that contractor may use (confidential) information and personal data provided by or on behalf of client - provided it is anonymous and that identity cannot be derived from it – within the framework of, amongst other things, compiling and maintaining best practices, statistics, research purposes and/or benchmarking.
4. To support contractor’s business operation contractor has the right to use Cloud services.
5. For the purposes described in this article 6, contractor may transmit personal data to countries outside of the European Economic Area (EEA) if the recipient is deemed to offer a sufficient level of protection on the basis of the GDPR.
6. Contractor shall take appropriate measures in order to protect the confidential information and personal data, and shall inform any third parties and employees that contractor engages of the confidential nature of the information.
7. Contractor shall process personal data in accordance with the applicable national or international legislation and regulations, including professional rules and regulations, in the field of protection of personal data.
8. Except where any national or international legislation or regulations, including professional rules and regulations, require you to disclose information, or except where contractor has given its prior written consent, client shall not disclose, or provide to third parties, any information concerning the engagement, the content of reports, opinions or any other written or oral statements issued by contractor.
9. The parties shall impose their obligations under this article on any third parties that they engage.
10. Contractor shall have the right to mention client’s name and sketch a broad outline of the services provided to potential and existing clients as an illustration of contractor’s experience.

Article 7 INTELLECTUAL PROPERTY

1. The contractor retains all rights to the intellectual property which he uses, has used, develops, or has developed in the performance of the client's engagement.
2. The client is expressly forbidden to duplicate, disclose, or exploit such intellectual property, either directly or through a third party, including recommendations, reports, computer programs, system designs, procedural designs, contracts (including model contracts) and other intellectual property of the contractor, all in the broadest sense of the words.
3. The client is not permitted to make such intellectual property available to third parties, other than in order to obtain a professional opinion concerning the activities of the contractor.

Article 8 FORCE MAJEURE

1. If the contractor cannot meet his obligations vis-a-vis the client, due to force majeure (including stagnation of the ordinary course of the contractor’s business), the obligations of the client will be suspended (opgeschort) until such time when the contractor performs under the contract.
2. Insofar the contractor, at the occurrence of the force majeure, already partially performed its obligations under the agreement or will be able to do so, the contractor is entitled to separately invoice for the performed or to be performed part of the agreement if this part had stand-alone value. The client is obliged to pay as if it were a separate agreement.

Article 9 FEES

1. The contractor's fees are not dependent on the outcome of the engagement.
2. If there are any changes in factors affecting rates, for example wages and/or prices, after the inception of the contract but before completion of the engagement, the contractor shall be entitled to adjust the agreed rate accordingly.
3. Costs paid for by contractor on behalf of the client shall be charged separately. A percentage of the professional fees shall be charged to cover general office costs (such as postage, phone, fax, photocopying).
4. All amounts are exclusive of VAT. The services rendered shall in general be charged to the client upfront the proceedings take place. We please appreciate the payment within 14 days of the date of the invoice.

Article 10 PAYMENT

1. Payment by the client must, to the discretion of the contractor, in principle be made prior to the work to be performed by the latter.
2. Payment shall be made by the client, without deduction, discount, or compensation, within the agreed period, but in no event later than 10 days after the invoice date. Payment shall be made in Dutch currency by transfer to a bank account to be designated by the contractor.
3. The client shall be liable for all judicial and extrajudicial collection costs reasonably incurred by the contractor as a consequence of the client's nonperformance of his obligation to pay.
4. If warranted by the client's financial position or payment record - such being at the contractor's sole discretion - the contractor shall be entitled to require the client to immediately furnish security (or additional security), in a form to be determined by the contractor. If the client fails to furnish the required security, the contractor shall be entitled, without prejudice to his other rights, to suspend performance of the contract at once, and all amounts payable by the client to the contractor for whatever reason shall become due and payable immediately.
5. If an assignment is given by multiple clients, then these clients are jointly and severally (hoofdelijk) liable for proper performance of the obligations set out therein.

Article 11 RECLAMATION

1. Any invoicing errors must be reported immediately in writing to the contractor, ultimately within seven (7) days after discovery thereof.
2. A timely complaint does not suspend the client’s payment obligation. In such event, the client remains obliged to play the relevant invoice. Any differences will be settled upon subsequent invoice.

Article 12 LIABILITY

1. Any liability on the part of the contractor is strictly limited to the stipulations of this article 12.
2. The contractor is not liable for any damage of any kind as a result of an incorrect and/or incomplete information supply by or on behalf of the client.
3. Any liability on the part of the contractor is limited to maximum twice the value of the relevant assignment, more specifically to that part of the assignment to which the liability relates to.
4. In any event, the liability of the contractor is limited to the amount paid by the contractor’s insurer in the appropriate case.
5. The contractor may only be liable for direct damage. Direct damage is expressly limited to reasonable costs for assessment of the cause and extent of the damage, insofar such assessment relates to the damage within the meaning of these terms and conditions, reasonable costs to make the contractor’s performance in accordance with the agreement, insofar these costs can be attributed to the contractor, and reasonable costs incurred to prevent or limit damage, insofar the client demonstrates that said costs have led to the limitation of direct damage within the meaning of these terms and conditions.
6. The contractor shall not be liable for any indirect damage, including consequential damage, loss of profits, loss of savings and damage due to business stagnation.
7. The client shall indemnify the contractor against any and all claims by third parties that directly or indirectly relate to the implementation of the agreement. In the event that the contractor is addressed by third parties in such regard, the client is obliged to assist the contractor both outside and in court and must immediately do everything that may be expected of him in the case at hand. If the client fails to take adequate measures in this regard, the contractor is entitled, without prior notice, to proceed in taking such measures himself. Any and all costs and damage on the part of the contractor and third parties that will ensue because of this this will before the account and risk of the client.

Article 13 PERIOD ALLOWED FOR COMPLETION

1. Dates by which the work is to be completed shall be regarded as indicative deadlines. Contractor will use his best efforts to procure such indicative deadlines are met.
2. If the client is required to make an advance payment or to provide information and/or materials which are essential to the performance of the engagement, the period allowed for completion of the work shall not commence until payment has been received in full or all the information and or materials have been supplied, as the case may be.
3. The contract cannot be dissolved by the client on the grounds of failure to complete the work on time (Section 265, Book 6 of the Netherlands Civil Code).

Article 14 TERMINATION

1. The client and the contractor may terminate the contract at any time, with due observance of reasonable period of written notice.
2. Either of the parties may dissolve the contract (prematurely) by registered letter without giving notice in the following circumstances: if the other party is not in a position to pay what it owes; if a trustee in bankruptcy, administrator, or liquidator has been appointed in respect of the other party; if the other party is the object of debt rescheduling or ceases it activities for any other reason; or if a situation has arisen that justifies immediate termination.

Article 15 APPLICABLE LAW AND SETTLEMENT OF DISPUTES

1. All legal relationships in which the contractor is a party shall be governed by Netherlands law, also in the event that a contract is wholly or partially implemented abroad or in the event that the party involved in the legal relationship is domiciled there.
2. All disputes relating to legal relationships between the client and the contractor shall be submitted for a ruling to the competent court in the Amsterdam court district.