General Terms and Conditions of Service and Consultancy of Attune
Art 1. 1.1. In these General Terms and Conditions, the terms indicated with an initial capital letter have the following meaning:
a. General Terms and Conditions: the provisions in this document.
b. Claim: a (legal) claim of whatever nature, due to an attributable shortcoming, unlawful act, unjust enrichment or otherwise.
c. Client: the natural or legal person with whom the Contractor enters into an assignment agreement.
d. Communication to Client: all information, documents or other communications provided by the Contractor pursuant to an assignment, regardless of the form in which the provision takes place. This also includes (draft) reports, (draft) memoranda and (draft) recommendations prepared by the Contractor.
e. Consumer: a natural person who does not act in the exercise of a profession or business.
f. Deliverables: services and work products that must be delivered by the Contractor to the Client pursuant to the assignment.
g. Service (provision): any work to be performed or performed by the Contractor under the Agreement as well as all deliverables and results that are intended for the Client.
h. Defect: demonstrable deviation in a product, Deliverable or a Service in relation to the agreed characteristics.
i. Auxiliary Person: a third party to whom the Contractor has outsourced one or more Services.
j. Information: information, data, documents, materials and instructions or Confidential information received from the Client or from third parties at the request of the Client.
k. Intellectual Property Rights: all intellectual property rights and related rights such as copyright, trademark, patent, design, trade name, database and related rights, as well as rights to know-how and one-line performance.
l. Agreement: the underlying assignment agreement.
m. Party: every party to the Agreement.
n. Damage: all Claims, damages and costs that are in any way related to or arising from the Agreement or the Services.
o. Confidential information: all information, trade secrets or other proprietary protected information that is designated as confidential or that is by its nature confidential.
Applicability of General Terms and Conditions and Agreement
Art 2. 2. 1. The General Terms and Conditions apply to all Agreements and to all (legal) acts between the Contractor and the Client, even when those (legal) acts should not lead to or are not related to an Agreement.
2. 2. The General Terms and Conditions also apply to any use by the Client of the Contractor's website.
2. 3. Unless explicitly agreed otherwise, the applicability of other General Terms and Conditions is excluded.
2. 4. Due to the specific nature of a certain Agreement, one or more provisions of the General Terms and Conditions may be deviated from in that Agreement.
2. 5. An Agreement is entered into under the condition of prior identification and - to the extent required - verification of the Client and his representatives as well as other assessment such as by or pursuant to Dutch or foreign legislation and professional and conduct rules.
2. 6. If the Contractor has already commenced the Services (for example by collecting Information, planning the project or providing an initial advice), the Agreement will come into effect with effect from the commencement of that Services and the Client will compensate the Contractor for those efforts. , even if no Agreement is ultimately concluded.
2. 7. The Agreement is concluded from the moment that the order confirmation signed by the Client and the Contractor has been received by the Contractor and has retroactive effect - insofar as applicable and in accordance with the provisions of the previous paragraph - to the moment at which the Contractor started the Services. Confirmation can also be done electronically (for example via a website, by e-mail or similar technologies or, if agreed, in writing (by fax or letter).
2. 8. Expressions from the Contractor on its website with regard to the provision of Services and / or products are considered as an invitation to make an offer. Each Agreement is entered into under the condition precedent of sufficient availability of the relevant Services and / or products.
2. 9. The Parties are free to prove that the Agreement has been concluded in a different way.
2. 10. The Agreement applies exclusively between the Client and the Contractor, with the exception of the provisions of articles 7: 407 paragraph 2 and 7: 409 BW.
2. 11. The parties are both independent contracting parties and cannot be regarded as each other's representative, agent, distributor, (joint venture) partner, co-owner or asset manager. Parties do not form a partnership and in the future the Parties will not behave in such a way that there will be a partnership agreement. The Contractor can only act as a representative of the Client on the basis of a written proxy signed by both Parties. In view of the provisions of this paragraph, the Client may only address the Contractor pursuant to the Contract Agreement. The Contractor remains responsible towards the Client for all Services pursuant to the Contract Agreement, including Services provided by a third party or auxiliary person engaged by the Contractor.
2.12. To the extent that these Terms and Conditions do not explicitly provide otherwise, the Contractor is not liable for the acts or omissions of an entity that is affiliated with the Contractor as a group company, for example. Contractor is an independent, independent legal unit.
2. 13. If the Client and the material stakeholder in the performance of the Agreement are two different natural or legal persons and one is a shareholder, owner, partner, director, supervisory director or group company of the other, the Client guarantees that the other stakeholder fully agrees with the provisions in the Agreement, failing which the Client indemnifies the Contractor against all Damage resulting from the breach of this guarantee.
Obligations of the Client
Art 3. 3. 1. The Client himself is responsible for determining that the nature and scope of the Services are in accordance with his needs. If the Contractor performs Services on the basis of data to be supplied by the Client, then this data will be prepared by the Client in accordance with the conditions to be set by the Contractor and delivered for the account and risk of the Client. The Client guarantees that all materials, data, software, procedures and instructions made available to the Contractor for the performance of the Services are always correct and complete and that all information carriers provided to the Contractor meet the Contractor's specifications.
3. 2. Unless otherwise agreed in writing, the Client's use of advice issued by the Contractor is always for the account and risk of the Client.
3. 3. Unless otherwise agreed in writing, the burden of proof that the Service and the results of the Service provided by the Contractor do not comply with what has been agreed in writing or with what can be expected from a reasonably acting and competent Contractor, entirely with the Client, without prejudice to the Contractor's right with all to provide proof to the contrary.
3. 4. The Client is obliged to cooperate with the execution of the Services by the Client. This cooperation means, among other things, that the Client makes the necessary facilities and employees available on time, provides the required data and information on time and, if applicable, grants the Contractor and his employees and / or auxiliary persons access to the Client's location. The Client himself is responsible for the work of his employees and assistants, for the timely and lawful processing and provision or provision of correct and complete information and data by or on behalf of the Client to the Contractor (including all financial data and overviews), as well as for the implementation. of advice provided as part of the Service.
3. 5. Unless explicitly agreed otherwise in writing, the Contractor may assume, without further investigation or verification, that the data and information provided by the Client have been correctly and completely processed and obtained and that the Contractor may make use of it. The parties are aware that the Contractor for its Services is dependent on the timely execution of the responsibilities of the Client and on timely decisions and approvals in connection with the Services. The Client is obliged to immediately inform the Contractor about facts and circumstances that may be relevant with regard to the Service.
3. 6. Client is solely responsible for:
a. taking all business decisions and fulfilling all management positions in the Client's company;
b. the appointment of one or more persons, preferably at senior management level, who have the correct knowledge, skills and experience to supervise the implementation of the Services;
c. assessing the adequacy and results of the Services;
d. accepting responsibility for the results of the Services;
e. the introduction and maintenance of an internal control system, including the monitoring of current activities;
f. compliance with applicable national and international laws and regulations with regard to the activities of the Client.
3. 7. The Client is responsible for the correct compliance with applicable compliance with national and international legislation and regulations in the field of the protection of personal data, also with regard to the provision and making available to the Contractor of personal data with regard to his employees, customers or third parties. , and also if these personal data originate from third parties or are provided or made available by third parties on behalf of Client to Contractor. See also the provisions in the following article regarding the data reporting obligation.
3. 8. Unless otherwise agreed in the Agreement, the Client agrees that the Deliverables are deemed to have been accepted by the Client (and the Services or the relevant part is / are deemed to be completed) as soon as 30 days have passed after delivery upon delivery in the final form , or as soon as the Client first makes commercial use of it, if this occurs earlier.
Obligations of the Contractor
Art 4. 4. 1. The Contractor makes every effort to perform the Services with care, where appropriate in accordance with the procedures and agreements recorded in writing with the Client. All services provided by the Contractor are performed on the basis of a best efforts obligation, unless the Contractor has explicitly promised a result in the Agreement and this relevant result has also been described with sufficient certainty. The Contractor performs the Services with due observance of the care taken by a reasonably acting and reasonably competent professional service provider.
4. 2. Unless otherwise agreed in writing, the Contractor does not commit to a lead time for the assignment. The Contractor does make an effort to provide the Service on schedule, however, the dates and deadlines for the Services mentioned by the Parties are always indicative and therefore not contractually binding, unless explicitly designated as fatal.
4. 3. If it has been agreed that the Services will be provided in phases, the Contractor is entitled to postpone the commencement of the Services that belong to a phase until the Client has approved the results of the preceding phase in writing. In the case of phasing of the services, the different phases are specified in the Agreement. It also states which work consists of the individual phases, which work may be subject to strict deadlines, to which result they must lead and when and how they are closed.
4. 4. Only if this has been explicitly agreed will the Contractor be obliged to follow timely and responsibly given instructions from the Client when performing the Services. The Contractor is not obliged to follow instructions that supplement or change the content or scope of the agreed Services; however, if such instructions are followed by the Contractor, the relevant work will be reimbursed in accordance with the usual rates of the Contractor.
4. 5. If the Agreement has been entered into with a view to its implementation by a specific person, the Contractor will ensure that that person is indeed charged with the performance of the Services. However, the Contractor is always entitled, after consultation with the Client, to replace this person with one or other persons with the same or comparable qualifications.
4.6. The employees and assistants to be deployed by the Contractor have the qualifications agreed with the Client.
4.7. The Services of the Contractor are provided on, and schedules and work are based on the fact that, unless explicitly agreed otherwise, work is performed by the Contractor on the usual working days and times of the Contractor.
4.8. During the performance of the Services, the Contractor may verbally exchange ideas with the Client or show Deliverables in draft to the Client. The final written version of such a draft or oral advice provided to the Client replaces all previous drafts or oral advice. If the Client relies on or relies on a draft or oral advice, this will be entirely at his own expense and risk.
4.9. Unless the Parties expressly agree otherwise in writing, the Contractor is not obliged to take into account events that occur after the date of the end of the Service or to update Deliverables.
4.10. The Contractor actively ensures that access to Client's confidential data and / or personal data is only made through authorized accounts. If the Contractor suspects that an unauthorized party may have gained access to data from the Client, the Contractor will take appropriate measures to terminate this access and to inform the Client. If future legislation regarding data breaches results in a different or more far-reaching obligation for the Contractor, this clause will be amended in accordance with what is required by law.
4.11. The day-to-day management and supervision of the implementation of the Agreement rest with the Contractor.
Art 5. 5.1. Each of the parties bears its own costs arising from or relating to the establishment and implementation of this Agreement.
Art 6. 6. 1. Parties consult as often as one of them considers necessary about the progress of the work. The Contractor informs the Client periodically in the manner agreed in writing about the performance of the Services via the contact person designated by the Client. The Contractor hereby provides insight into the progress and status of its activities, the number of hours spent on the assignment up to that point and other aspects relevant to the performance of the Services. The Client will inform the Contractor in writing of circumstances that are or may be of interest to the Contractor, such as the method of reporting, the issues to which the Client wishes attention, prioritization of the Client, availability of resources and personnel of the Client and special or possibly unknown to the Contractor. facts or circumstances. The Client is responsible for the further distribution and perusal of the information provided by the Contractor within the Client's organization and will also assess this information on the basis thereof and inform the Contractor accordingly.
6. 2. If an employee deployed by the Contractor forms part of a project or steering group of which one or more persons are each designated by the Client, the provision of information will take place in the manner prescribed for the project or steering group. Decisions taken in such a composite project or steering group are only binding on the Contractor if the decision-making takes place with due observance of what has been agreed between the Parties in writing or, in the absence of written agreements, if the Contractor has accepted the decisions in writing. The Contractor is never obliged to accept a decision if in its opinion this is incompatible with the content of the Agreement that applies between the Parties. The Client guarantees that the persons designated by him to be part of a project or steering group to which persons of the Contractor also belong are entitled to make decisions that are binding on the Client.
6. 3. In connection with the continuity of the Services, the Client designates a contact person who will act as such for the duration of the Contractor's activities. Client contacts have the necessary experience, specific material knowledge and insight into the desired objectives of the Client.
6. 4. Without prior written permission from the Contractor, the Client is not entitled to make a statement to third parties about the Contractor's method, methods and techniques and / or the content of the Contractor's advice or reports. The Client is not entitled to provide the Contractor's advice or reports to a third party or otherwise make them public.
Information obligations Contractor with online Services
Art 7. 7. 1. The Contractor shall ensure that the General Terms and Conditions are made available to the Client electronically or not before or at the conclusion of the Agreement. The Client is responsible for storing and printing the General Terms and Conditions, by means of facilities available for this purpose on the Contractor's website, in the Client's browser or otherwise, and for the accessibility of the stored copy.
7. 2. Without prejudice to any legal obligations existing for the Contractor to keep the Agreement and / or the General Terms and Conditions, the Contractor is not obliged to keep any archived Agreement and / or the General Terms and Conditions accessible to the Client.
7. 3. If the Contractor uses a code of conduct, this is explicitly stated on the website and the contractor indicates how it can be consulted via a Hyperlink or otherwise. The obligations of the Contractor stated in the code of conduct do not apply to the extent that they go beyond the provisions of the Agreement.
7. 4. If the Agreement has only been concluded through the exchange of electronic mail or a similar form of individual communication, the provisions of Article 4.1 and 4.3, first sentence, of these General Terms and Conditions do not apply.
7. 5. The Contractor makes the following information available through its website:
a. name, address and registration with the Chamber of Commerce;
b. the most important characteristics of the Services;
c. the price including all taxes;
d. the method of delivery and payment;
e. the possible costs of delivery;
f. the address where the Client can submit a complaint, which address is deemed to be the address stated above under a, unless stated otherwise on the Contractor's website.
7. 6. The Contractor hereby expressly points out that the Client is entitled to dissolution and / or destruction if the Contractor does not comply with the information obligations specified in the law. Any specific right of dissolution and / or destruction of the Client on the grounds of breach by the Contractor of information obligations must be exercised within fourteen (14) working days after the conclusion of the Agreement, unless the law prescribes a different period.
7. 7. If the Client uses an agent (computer program that independently visits a website and purchases information, products or services from it), the Client is responsible for all (legal) acts that the Client performs with the help of the agent and these are fully attributed to the Client. If the agent places an order or order or makes a reservation by clicking on a button or by other electronic means, the Client is fully bound by this. If no products or services have yet been made available, the Client may terminate the Agreement without being liable for damages by unambiguously stating within one day after receipt of the confirmation of the Agreement by the Contractor that he does not wish to be bound, without prejudice, in the case of a Consumer, his other rights.
Use electronic communication
Art 8. 8. 1. Any communication between the Contractor and the Client can take place electronically, except to the extent that the General Terms and Conditions and / or the Agreement and / or the law deviate therefrom.
8. 2. The version of the communication in question stored by the Contractor serves as proof thereof, subject to proof to the contrary by the Client.
8. 3. Electronic communication is deemed to have been received on the day of sending, unless the contrary is proved by the recipient. If the communication has not been received due to delivery and / or accessibility problems concerning the e-mail box of the Client, this is at the risk of the Client, even if the e-mail box is housed with a third party.
Delivery and retention of title
Art 9. 9. 1. All goods delivered by the Contractor remain the property of the Contractor or its suppliers until the amount owed under the Agreement has been paid in full, including any interest and collection costs.
9. 2. Products are sent physically and cash on delivery unless it appears from the Contractor's website that they are supplied electronically, in which case the products are deemed to have been delivered if they have arrived in the Client's e-mail box, even if the e-mail box is housed at a third party.
9. 3. Subject to the provisions of Article 10 below of these General Terms and Conditions or to the extent that a separate license agreement applies, Deliverables in material form - subject to the condition precedent of receipt of full payment of its invoices by the Contractor - shall become the property of the Client and subject to the other provisions in the General Terms and Conditions and the Agreement may be used by the Client for the purpose for which the Deliverables were delivered.
Intellectual property rights
Art 10. 10. 1. The Intellectual Property Rights on all products, Deliverables and services that the Contractor makes available to the Client under the Agreement remain with the Contractor or with the third party from whom the Contractor has acquired the right (part of) these products, Deliverables or services to make it available to the Client. With regard to software and other eligible products, Deliverables and services, the Contractor hereby grants, subject to the condition precedent of payment by the Client of all amounts due under the Agreement, to the Client a right of use that is not exclusive and non-transferable unless explicitly stated otherwise in the Agreement. Unless otherwise agreed in writing, the fee for this right of use is deemed to be included in the fee for the Services.
10. 2. Insofar as the contractor uses its property (including software, equipment, know-how and technology) in connection with the performance of the Services, it remains the property of the Contractor and the Contractor remains the titleholder with regard to these goods. The Client does not acquire any rights to this, except for the right of use explicitly granted in the previous paragraph.
10. 3. If, in the opinion of the Contractor, it is plausible that it is established that the content made available by the Contractor under the Agreement infringes any right of a third party, the Contractor is entitled, at its own discretion, to ensure (1) that the Client can use continue to make delivery of the content delivered, or to stop (2) delivery of the content in question against repayment of any amounts already paid, minus the amount to which the Contractor can demonstrate that the Client has benefited from the use of the content, or ( 3) to stop the delivery of the content in question, or (4) to have the content delivered by the Client returned at its expense against reimbursement of the amounts paid by the Client in this regard, after deduction of a reasonable fee for use during the relevant period, or (5) to make equivalent content available in the reasonable opinion of the Contractor. Any further liability, obligation to comply and obligation to pay compensation is hereby excluded.
10. 4. The Client warrants that, if and to the extent that it makes materials or data available to the Contractor within the framework of the Agreement, he is entitled to do so and that these materials and data do not infringe the rights of third parties.
10. 5. The Client is not entitled to remove indications from the entitled party with regard to Intellectual Property Rights from any content. The same applies to communications that certain information is of a confidential nature.
10. 6. Except to the extent legally permitted by law, the Client is not entitled to reproduce, decompile or apply reverse engineering software made available. Furthermore, it is not permitted to circumvent or remove any protections or technical (usage) limitations of software. The Client is entitled to make a back-up copy of software made available that is identical to the original provided that it contains the same designations of the person entitled with regard to Intellectual Property Rights and notices of confidentiality as the original copy.
10. 7. The Contractor indemnifies the Client against claims from third parties that products, Deliverables and services made available under the Agreement infringe on Intellectual Property Rights or are otherwise unlawful, on condition that the Client informs the Contractor without delay of the existence and content of such claims and that the Client The contractor leaves complete freedom in conducting negotiations on this and / or making an arrangement and / or conducting a defense in any proceedings. If and insofar as necessary, the Client hereby grants the Contractor an irrevocable power of attorney for conducting a defense in and out of court against such claims and to make an arrangement. The Client undertakes to provide all information and cooperation to the Contractor that is reasonably required for this. The Contractor's indemnification obligation lapses if and insofar as the alleged infringement is caused by changes in the products, Deliverables or services provided by Client or on behalf of Client by a third party, through use of the products, Deliverables or services in combination with products, Deliverables or services not made available by the Contractor or as a result of use in a manner other than for which the products, Deliverables or services made available have been developed or are intended.
10. 8. The Contractor does not agree with provisions that can be interpreted as a prohibition or limitation of its right to (1) provide advice or other services of any kind or nature whatsoever to any other natural or legal person, at its own discretion. , or to develop (2) material for itself or for third parties that is competitive or comparable to products, Deliverables or services developed in connection with the Agreement, irrespective of its similarity with those products, Deliverables or services, without prejudice to its confidentiality obligations from article 11 of the General Terms and Conditions.
Art 11. 11. 1. If and to the extent that in the execution of the Agreement confidential information from one Party comes to the knowledge of the other Party, the other Party will only use this information for the execution of the Agreement and restrict access to the information to persons who know it for that purpose have to take. Parties guarantee that these persons will be obliged to keep this confidential information confidential through an employment contract and / or a confidentiality agreement.
11. 2. If a Party receives confidential information in connection with the implementation of the Agreement, the receiving party will not disclose this information to third parties without the consent of the providing Party, with the exception of disclosure to its own legal advisers but only for the purpose of obtaining information. of legal advice with regard to one's own legal position. The foregoing suffers exception to the extent that disclosure is required by or pursuant to law or under civil, criminal or administrative proceedings (including supervision and investigation), and to the extent that such confidential information:
a. is already publicly accessible (including information that has been provided to a government agency and is publicly accessible) other than as a result of a breach of the present confidentiality obligation by the receiving Party;
b. has been made available to the receiving Party without any further confidentiality obligation by a party other than the supplying Party, which according to the receiving Party has not thereby breached any obligation of confidentiality towards the supplying Party;
c. has been notified to the receiving Party without confidentiality obligation prior to the disclosing Party's disclosure to the receiving Party, or
d. has been developed by the receiving Party itself independently of the provision of that information by the providing Party.
e. Both Parties undertake to observe at least the same degree of care in the secrecy of confidential information of the other Party as they observe in the confidentiality of their own confidential information, with at least a reasonable degree of care being observed .
11. 3. Except where not otherwise agreed, the Client agrees that, where appropriate, confidential information will be provided to the accountants, tax specialists, lawyers and insurers of the Contractor in connection with (possible) legal proceedings or in accordance with the applicable professional rules.
11. 4. During the performance of the Services, the Contractor is entitled to freely exchange confidential information with other advisers of the Client.
11. 5. The Client is aware that, in connection with the performance of the Services, the Contractor develops general knowledge, experience, know-how, skills and ideas that are withheld by the employees of the Contractor. Regardless of any provision to the contrary in the General Terms and Conditions, the Client acknowledges that the Contractor may use this general knowledge, experience, know-how, skills and ideas. The Client agrees that the Contractor will receive information from or on behalf of the Client, provided that it is made anonymous and cannot be traced to (legal) persons for research and advice purposes (including benchmarking).
11. 6. Unless otherwise agreed, the Contractor is entitled to provide services to clients other than the Client (including services that are similar or comparable to the Services provided to the Client), even if the Client and these other clients have conflicting interests, on condition that that the Contractor observes its duty of confidentiality, which means that in appropriate cases an appropriate separation is made between teams and files. Insofar as the Contractor has information that is subject to an obligation of confidentiality towards another client or towards third parties, the Contractor is not obliged to disclose this information to the Client or to use it for the Client, regardless of the degree of relevance of that information. If one of the Parties determines that a conflict of interest is imminent, it must immediately inform the other party of this in writing and the Parties will consult with each other to reach a reasonable solution.
11. 7. The Client is obliged to reimburse the costs incurred by the Contractor for the fulfillment of obligations imposed by or pursuant to the law to provide information with regard to the Service in a procedure that is not materially directed against the Contractor, on condition that the Contractor informs the Client of this. inform reasonable speed, preferably prior to such provision, to the extent that such notification to Client is reasonably possible and legally permissible.
11. 8. The Client is not entitled to disclose advice, memoranda and reports from the Contractor or other Deliverables to third parties without the express written consent of the Contractor, except in the case and insofar as the Client is not restricted by law or regulation, regulations or professional rules from his duty to disclose may allow.
11. 9. Client will only use Deliverables from Contractor, including advice, memoranda and reports for the purposes stated in the Agreement. The Client is not permitted to use Deliverables, including advice, memoranda and reports or to refer to them in connection with business decisions of third parties or for advertising purposes without prior written permission from the Contractor.
11. 10. Unless explicitly agreed otherwise in writing, all Services are exclusively intended for the Client. The mere circumstance that a person other than the Client is provided with a Deliverable, including advice, memorandum reporting or another service, does not result in a duty of care or professional relationship arising towards that other person or any (future) liability to those another is accepted by the Contractor. This means that if copies of Deliverables, including advice, memoranda, reports or other services (or information derived from them) are provided to third parties under the applicability of the above exclusions, the Contractor has no duty of care or liability towards these third parties or to subsequent recipients of those copies.
Distribution of Deliverables or Communications to Client
Art 12. 12. 1. This article applies to all Services offered and / or provided by the Contractor pursuant to an Agreement, if the Deliverable concerns a written or oral communication from the Contractor that is intended to be distributed to third parties.
12. 2. Deliverables made by the Contractor pursuant to the Agreement and Communications to the Client may not be provided by the Client to third parties, unless the Contractor's prior written consent. Permission of the Contractor to distribute Deliverables or Communications to the Client among specific third parties always takes place subject to the receipt of a letter signed by the relevant third party in a form acceptable to the Contractor stating the conditions under which the Deliverable or Communication to the Client to the recipient is released.
12. 3. Client is entitled to provide Deliverables or a Communication to Client to full extent to group companies or professional advisers, provided Client explicitly states:
a. that they may only use the Deliverable or the Communication to the Client to assist the Client in the assessment of transactions or business decisions to which the Agreement relates, on the understanding that the Client is obliged to ensure that the Deliverables or the Communications Client is not further distributed, disclosed or quoted by these group companies and / or professional advisers and that they do not relate the relevant transactions or business decisions to the Contractor;
b. that further distribution without prior written permission from the Contractor is prohibited, except insofar as this takes place internally within the organization of the group company and / or the professional adviser;
c. that the Contractor, insofar as this is permitted under Dutch law, does not accept any duty of care, responsibility or liability towards the group company or the professional adviser with regard to the Services.
12. 4. The Contractor determines at its own discretion whether Deliverables, Communications to the Client or other documents are suitable for release to the Client or third parties. If the Contractor is of the opinion that a certain Deliverable or Communication to the Client is not suitable for release, the Contractor - at the written request of the Client - will arrange for an edited Deliverable or Communication to the Client as soon as possible.
12. 5. The Client is entitled to demand that certain parts of the Deliverables or of the Communications to the Client not be released to a party to whom the report or documents under the Agreement should be released, provided that the Client informs that party that the Deliverable or Communication released to the Client has been edited or is incomplete.
Protection of personal data
Art 13. 13. 1. For the legal framework regarding privacy, the parties assume that they are applicable to the services provided by the Personal Data Protection Act (Wbp) and from 25 May 2018 of the General Data Protection Regulation (AVG) and the resulting regulations. Parties establish that Client is 'responsible' and Contractor is 'processor' in the sense of the Wbp. The parties assume that the implementation of the Agreement will not lead to the processing of personal data outside the European Union.
13. 2. The Client shall inform the Contractor in writing about the manner in which it implements its obligations under the Wbp or the AVG. insofar as relevant for the implementation of the Agreement. The Client guarantees that the requirements for the lawful processing of the personal data entered by the Contractor in the software as applied for the Services are met.
13. 3. The Contractor will only process personal data as it becomes known to it in the context of the Services for the execution of the assignment as provided in the Agreement and will observe confidentiality.
13. 4. The contractor will take care of technical and organizational measures to achieve an appropriate security level.
13. 5. On the basis of the Wbp or AVG, the client has obligations towards the parties involved, such as with regard to providing information, as well as giving access to, correcting and deleting personal data. The responsibility for the fulfillment of these obligations lies with the Client. The Contractor will cooperate with the obligations to be met by the Client. The costs associated with this cooperation will be borne by the Client in accordance with the rate applicable to these activities.
13. 6. The Contractor will actively ensure that access to Client's confidential data and / or personal data only takes place from authorized accounts. If the Contractor suspects that an unauthorized entity may have gained access to data and / or personal data of the Client, the Contractor will take appropriate measures to terminate this access and to inform the Client.
13. 7. If future legislation regarding data breaches results in a different or more far-reaching obligation for the Contractor, this clause will be amended in accordance with what is required by law.
Art 14. 14. 1. The Client is obliged to provide the Contractor with all data or information deemed necessary, useful and desirable by the Contractor and to cooperate fully. If the Client uses its own staff and / or assistants with regard to providing assistance in the implementation of the Services, such staff and assistants shall have the necessary knowledge, expertise and experience.
14. 2. Unless explicitly agreed otherwise in writing, the Client bears the risk of the selection, use, application and management in its organization of the equipment, software, websites, data files, Deliverables and other products and materials and of the services to be provided by the Contractor. The Client himself is responsible for the correct installation, assembly and commissioning and for the correct settings of the equipment, software, websites, data files, Deliverables and other products and materials.
14. 3. If the Client does not make the data, documents, equipment, software, materials or employees deemed useful, necessary or desirable for the performance of the Services by the Contractor, not in a timely manner or not in accordance with the agreements made available to the Contractor or if the Client fails otherwise to fulfills its obligations, the Contractor is entitled to suspend all or part of the performance of the Agreement and the Contractor is also entitled to charge the resulting costs according to its usual rates, all without prejudice to the Contractor's right to exercise of any other legal and / or agreed right.
14. 4. In the event that employees of the Contractor carry out work at the Client's location, the Client shall provide the facilities reasonably required by those employees free of charge, such as a workspace with computer, data and telecommunication facilities. The workspace and facilities will comply with all legal and otherwise applicable requirements regarding working conditions. The Client indemnifies the Contractor against claims from third parties, including employees of the Contractor, who suffer damage in connection with the performance of the Services that is the result of acts or omissions of the Client or of unsafe situations in its organization. The Client shall communicate the house and security rules applicable within his organization to the employees deployed by the Contractor prior to the commencement of the work.
14. 5. If computer, data or telecommunication facilities, including internet, are used in the performance of the Services, the Client is responsible for the correct choice of the resources required for this and for the timely and complete availability thereof, except for those facilities that are directly use and management of the Contractor. The Contractor is never liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, unless the Client proves that these damage or costs are the result of intent or gross negligence on the part of the Contractor's management.
Investigation obligation Contractor with advice
Art 15. 15. 1. Before issuing its advice, the Contractor will further study the specific circumstances and interests of the Client, including the objectives in relation to which the Client enters into the Agreement, the organization of the Client, to the extent relevant to the Agreement, and where appropriate the systems. and other IT products that are present at Client. The Client is obliged to always provide the Contractor with all information about its organization and the objectives that the Client requires and to report any changes and events of its own accord on its own initiative and which may influence the advice to be issued.
15. 2. If, during the execution of the Agreement, the Contractor comes to the conclusion that it is advisable to change the objectives of the Agreement, he will immediately inform the Client in writing and with reasons. If the Client does not follow this recommendation, this is presumed to be an important reason within the meaning of Article 19 of these General Terms and Conditions.
15. 3. Unless agreed otherwise, the Contractor will follow reasonable instructions from the Client in the performance of the Agreement. If the Contractor is of the opinion that an instruction is not reasonable, he will report this to the Client and the Parties will consult on this in order to arrive at a solution. If no solution is found, the escalation procedure of article 28 of these General Terms and Conditions will be followed.
15. 4. In the performance of the obligation to investigate, the Contractor has also formed an opinion on the feasibility of the Client's objectives within the frameworks specified by the Client.
15. 5. Parties will keep each other informed of developments and changes that may be important for the implementation of the Agreement.
Art 16. 16. 1. The contractor is responsible for the manner in which the agreement is executed. In that context, the Contractor will, in a report to be drawn up by him:
indicate which objectives, products, deliverables, advice and other matters the Contractor has included in its consultancy work and the reason thereof;
b. provide an overview of the relative advantages and disadvantages of the objectives, products, Deliverables and other matters that the Contractor advises the Client to choose;
c. indicate which method (s) and techniques the Contractor has applied to arrive at the recommendation for certain products, Deliverables, advice and other matters;
d. clearly motivate the manner in which the products, Deliverables, advice and other matters that the Contractor recommends to choose from the Client can provide for the objectives of the Client and - if this is not or not fully the case - for which part of the objectives of the Client such is not the case;
e. state from which company the recommended products, Deliverables and other matters can be obtained and always state whether the Contractor has a legal relationship with that company, such as a partnership, distribution relationship or holding a participation, or whether the Contractor and the company belong to the same group of companies.
Acceptance (advice) activities
Art 17. 17. 1. The Contractor will prepare a report with due speed after he has completed his consultancy work and will offer the Client acceptance for that with due speed.
17. 2. The parties agree that acceptance only implies acceptance by the Client of the manner in which the Contractor has accounted for the manner of completion in the report, as well as the fact of completion itself. The parties also agree that acceptance in particular does not imply acknowledgment by the Client that the advice is correct and complete or that the Contractor has not made any mistakes.
17. 3. If the report shows that the Contractor has met its obligations as set out in Article 16 of these General Terms and Conditions, the Client will confirm acceptance in writing without delay.
17. 4. If it appears that the report does not meet the requirements set out in article 16 of these General Terms and Conditions, the Client will immediately inform the Contractor of this. In this notification, the Client will also indicate which requirement (s) the report does not meet, stating the relevant passages from the report. The Client shall give the Contractor a reasonable period of time to bring the report into compliance with the aforementioned requirements from Article 16 of these General Terms and Conditions.
17. 5. Work performed by the Contractor pursuant to Article 17. 6 of these Terms and Conditions are for his account.
17. 6. If it appears that the report is subject to adjustment under Article 17. 4 of these General Terms and Conditions again does not meet the set requirements, the Client is entitled to give the Contractor a notice of default. Without prejudice to the foregoing, the Client shall immediately inform the Client in writing which requirement (s) the report does not meet, stating the relevant passages of the report.
Reimbursement and invoicing
Art 18. 18. 1. The Client owes the fixed amount specified in the Agreement for all services and rights that the Client is entitled to receive under the Agreement, subject to additional reimbursements under this Article 18 from the General Conditions. Unless explicitly agreed otherwise in writing, this compensation is not dependent on the result of the Service Provider's service.
18. 2. Unless explicitly agreed otherwise in writing, the Client may be charged separately for overhead costs, travel time, travel and accommodation costs and other costs incurred by the Contractor.
18. 3. If the Client has given reasonable instructions that the Contractor has followed, or if the Client does not provide the agreed cooperation in a timely or incomplete manner, or after completion of the investigation referred to in Article 15 of these General Terms and Conditions, the Client reports changes or events as referred to in Article 15 paragraph 1 In the last sentence of these General Terms and Conditions, as a result of which the Contractor had to perform more work, the Contractor is entitled to additional compensation.
18. 4. The Contractor shall pay the amounts to be paid by the Client on the basis of the Agreement that are pursuant to Article 18. 3 of these General Terms and Conditions fall outside the agreed fixed amount of reimbursement, on the basis of actual costs charged to Client properly specified in accordance with his usual rates.
18. 5. If wages and / or prices undergo a change after the conclusion of the Agreement, but before the work is fully completed, the Contractor is entitled to adjust agreed rates accordingly, unless explicitly agreed otherwise in writing. Natural persons who do not act in the exercise of a profession or business may, where appropriate, terminate the Agreement - without retroactive effect.
18. 6. The Contractor's invoices are immediately due and payable after the Client has sent them. If an invoice has not received payment within thirty (30) days after the invoice date, the Contractor is entitled to charge the statutory interest. Without prejudice to its other rights, the Contractor is entitled to suspend or terminate the Services in whole or in part if the Contractor has not received payment within thirty (30) days of the invoice date. Client pays all levies, taxes and other costs, such as sales tax, levied on or in connection with the invoicing of the services.
18. 7. Each budget for Services is based on an estimate by the Contractor regarding the scope of the work to be performed, taking into account the objectives and principles stated by the Client. Unless otherwise specified in the Agreement, a budget will be adjusted, for example when the Services appear to be more complex or cost more time than could reasonably be expected.
18. 8. Clients are jointly and severally liable for payment of invoices on the basis of a joint instruction.
18. 9. The Contractor is entitled to require the Client to provide (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend the performance of the Agreement and everything that the Client owes the Contractor for whatever reason is immediately due and payable.
Duration and termination Agreement
Art 19. 19. 1. The agreement ends upon completion, unless termination takes place beforehand by the party entitled to this on the basis of this article 19 of these General Terms and Conditions.
19. 2. Unless otherwise specified in the Agreement, including explicit agreement on a specific duration or on the duration of a project, both Parties are entitled to terminate the agreement at any time, with immediate effect, subject to the provisions of Article 21. . 2 of these Terms and Conditions. The cancellation must take place by means of a registered letter. If the Client exercises this right, the Client will only owe compensation in proportion to its completion.
19. 3. If a party fails to fulfill the obligations arising from the Agreement or fails to do so sufficiently, this party may prevent cancellation as referred to in the previous paragraph of this article by properly fulfilling its obligations within a reasonable period of time, if this can reasonably be required of the other party. .
19. 4. Parties are only entitled to terminate the Agreement in the event of a material failure to fulfill an obligation. Without prejudice to the possibility for a party to terminate the Agreement on the basis of the law, a party is additionally entitled to dissolve the agreement with immediate effect and without notice of default if:
the bankruptcy of the other party is requested;
b. the other party is declared bankrupt;
c. the other party is granted a suspension of payment (whether or not provisionally);
d. the enterprise of one of the parties is terminated or transferred wholly or partially to a third party.
If the Contractor dissolves the Agreement on the basis of one of the circumstances referred to in Article 19. 4 first sentence and under a to c of these General Terms and Conditions, the performances already performed are not subject to cancellation obligations and the amount of compensation that the Client owes for the performance of the Contractor in proportion to the completion of the Agreement.
19. 5. Termination of the Agreement has no retroactive effect. In the event of termination of the Agreement, the Client shall owe the Contractor a fee for the Services provided and costs incurred up to and including the date of cancellation. This is without prejudice to the possible right of the Client to compensation in the event of an attributable shortcoming on the part of the Contractor. Amounts charged by the Contractor in connection with the Services already provided before the cancellation are immediately due and payable at the time of cancellation.
Art 20. 20. 1. None of the Parties is obliged to fulfill any obligation, including any guarantee obligation agreed between the Parties, if he is prevented from doing so due to force majeure. Force majeure also includes: force majeure of suppliers of the Contractor, non-compliance with obligations of suppliers that are prescribed by the Client to the Contractor, defectiveness of goods, equipment, software or materials of third parties whose use the Client has prescribed to the Contractor, government measures, power failure, disruption of the internet, computer network or telecommunication facilities, war, terrorist attack, natural disaster, workload, strike, general transportation problems, the unavailability of one or more employees or auxiliaries and any case of a circumstance independent of the will of the Parties Compliance wholly or partially prevented.
20. 2. If a force majeure situation lasts longer than ninety (90) days, each of the Parties is entitled to terminate the Agreement in writing. In that case, what has already been performed under the Agreement will be settled pro rata, without the Parties owing each other anything else.
Additional work and change
Art 21. 21. 1. If the Contractor has carried out work or other services at the request or with the prior consent of the Client that fall outside the scope or scope of the agreed Services, these activities and / or services will be reimbursed by the Client in accordance with the agreed rates and in the absence thereof according to the usual rates of the Contractor. The contractor is never obliged to comply with such a request and he may require that a separate written agreement be concluded for this.
21. 2. The Client is aware and accepts that work or performance as referred to in this article may influence the agreed or expected time of completion of the Services and the mutual responsibilities of the Client and the Contractor. The fact that (the demand for) additional work occurs during the performance of the Agreement shall never be grounds for the Client to terminate or terminate the Agreement.
21. 3. Insofar as a fixed price has been agreed for the Services, the Contractor shall, upon request, inform the Client in writing about the financial consequences of the extra work or performance as referred to in this article.
21. 4. The Agreement can only be changed if the Parties agree in writing.
21. 5. The Party that wishes to propose to the other Party an amendment to the Agreement shall submit such a request in writing and in sufficient detail to the other Party. A request for amendment submitted by the Contractor must in any case contain the information that must be contained in its proposal pursuant to Article 21. 6 of these General Terms and Conditions and serves an irrevocable proposal in accordance with the provisions of Article 21. 7 of these Terms and Conditions.
21. 6. If the Client has submitted a proposal for a change, the Contractor, upon receipt of such a request, shall submit it within […. ] calendar days to the Client a written proposal with a description of any additional work, a description of the consequences for the objectives of the Agreement and all financial consequences. The proposal of the Contractor will be sufficiently detailed in accordance with the reasonable wishes of the Client.
21. 7. The in article 21. The Contractor must submit a written proposal to the Client for 6 of these General Terms and Conditions and be irrevocable for a period of […. ] calendar days.
21. 8. A change has been agreed and the Contractor can only start additional work if the Client has accepted the Contractor's written proposal by signing.
Art 22. 22.1. The parties may mutually agree that they irrevocably waive the right to claim termination of this Agreement. The right to invoke error remains fully in force.
Liability of the Contractor
Art 23. 23. 1. The total liability of the Contractor due to attributable shortcoming in the fulfillment of the obligations under the Agreement, explicitly including any shortcoming in the fulfillment of a guarantee obligation agreed with the Client, or for any other reason is limited to compensation for direct damage up to a maximum of the amount. of the price stipulated for that Agreement (excluding VAT). If the Agreement is primarily a continuing performance contract with a duration of more than one year, the price stipulated for the Agreement is set at the total of the fees (excluding VAT) stipulated for one year. Under no circumstances will the Contractor's total liability for direct damage, for whatever reason, amount to more than 500.000 euros (five hundred thousand euros). Direct damage is exclusively understood to mean:
a. reasonable costs that the Client should incur to have the Contractor's performance comply with the Agreement; however, this replacement damage will not be reimbursed if the Agreement is canceled or dissolved by or at the request of the Client;
b. reasonable costs incurred by the Client for forcibly keeping its old system or systems and related facilities operational for longer because the Contractor has not delivered its performance on a deadline that is binding on it, less any savings that may result from the delayed delivery;
c. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these General Terms and Conditions;
d. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage within the meaning of these General Terms and Conditions.
23. 2. The Contractor's liability for damage due to death or personal injury or due to material damage to goods shall never exceed 1.000.000 euros (one million euros).
23. 3. Liability of the Contractor for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the Client, mutilation or loss of data, damage related to the use of the information prescribed by the Client to the Contractor goods, materials or software from third parties, damage related to the engagement of suppliers prescribed by Client to Contractor and all other forms of damage than mentioned in Article 10. 1 and 10. 2 of these General Terms and Conditions, for whatever reason, is excluded.
23. 4. The limitations of liability referred to in the preceding paragraphs of this Article 10 will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Contractor or its management.
23. 5. The liability of Contractor for attributable shortcoming in the fulfillment of the obligations arising from the Agreement arises in all cases only if the Client gives the Contractor immediate and proper written notice of default, whereby a reasonable period is set for clearing the shortcoming, and the Contractor also after that period. imputably fails to fulfill its obligations under the Agreement. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the Contractor is able to respond adequately. Article 6: 271 BW is excluded.
23. 6. A condition for the existence of any right to compensation is always that the Client reports the damage to the Contractor in writing as soon as possible after its occurrence. Every claim for compensation against the Contractor expires by the mere lapse of one (1) year after the claim arose.
23. 7. The Client indemnifies the Contractor against all claims from third parties for product liability as a result of a defect in a product or system that was delivered by the Client to a third party and which also consisted of equipment, software or other materials or Deliverables supplied by the Contractor, except if and insofar as the Client proves that the damage was caused by that equipment, software or other materials or Deliverables.
23. 8. The provisions of this article also apply to all (legal) persons whom the Contractor uses to implement the Agreement.
Art 24. 24. 1. The risk of loss, theft, misappropriation or damage of goods, Deliverables, products, data, documents, software, data files or data (codes, passwords, documentation, etc.) that are manufactured or used in the context of the execution of the Agreement, transfers to the Client at the time when they have been placed under the actual control of the Client or an assistant of the Client. Insofar as these objects are in the actual control of the Contractor or auxiliary persons of the Contractor, the Contractor bears the risk of loss, theft, misappropriation or damage.
Art 25. 25. 1. The parties agree that they have employees of the other party who have had direct and substantive contact with their own employees during the execution of the Agreement both during the execution of the Agreement and during a period of twelve (12) months after termination thereof subject to the consent of the will not approach the other party directly or indirectly, have them work or hire them. In the event of a violation of this provision, the offending Party will forfeit to the injured Party an amount equal to one hundred percent (100%) of the basic annual salary of the relevant employee in his / her new position. Although this compensation takes the place of any other right to compensation expressed in money, the injured party is entitled to request a provisional provision for the termination of a continuous or repeated violation. This provision does not limit the right of the Parties to recruit staff in general through the media.
Use of names, trade names, etc.
Art 26. 26. 1. The parties agree that they will not make use of each other's name, trademarks, service marks, logos, trade names and / or 'branding' without the prior written consent of the other person, provided that the Contractor does name the Client and the performance of the Services. is entitled to use in marketing and advertising material, to prove his experience, as well as for internal purposes.
Use of electronic communication
Art 27. 27. 1. Unless otherwise agreed in writing, the parties may assume that the sending of correctly addressed faxes, e-mails (including e-mails sent via the internet) and voicemail messages whether or not they contain confidential information or documents relating to the Agreement accepted over and over again. The same applies to other means of communication used or accepted by the other party.
27. 2. The parties are aware that the internet is by definition unsafe and that data can be damaged, that messages are not always delivered immediately or not at all and that in some cases it may be better to use other means of communication. Moreover, with electronic communication there is a risk of being infected with a virus. The parties must each protect and accept their own systems and interests, to the extent permitted by law, no liability whatsoever for the other for any loss, damage or omission arising in any way from the use of the Internet or from the Internet. use of Client's networks, applications, electronic data or other systems by the Contractor.
Contacts and escalation
Art 28. 28. 1. The parties each appoint a contact person who will maintain contacts with regard to the implementation of the Agreement. Parties inform each other about who they have designated as contact persons.
28. 2. Contacts can only represent and bind Parties to the extent that it concerns the implementation of the Agreement. They are not authorized to change the Agreement.
28. 3. Parties have an internal escalation procedure or they are responsible for drafting it.
Art 29. 29. 1. If the execution of the Agreement threatens to be delayed, the Contractor will immediately inform the Client, stating the cause and consequences thereof. The Contractor also proposes to the Client measures to prevent (further) delays.
29. 2. As soon as possible after receipt of the notification referred to in the previous paragraph, the Client will inform the Contractor whether or not he agrees with the proposed measures. Consent does not mean that the Client acknowledges the cause of the impending delay and does not prejudice its rights vis-à-vis the Contractor.
Transfer of rights and obligations
Art 30. 30.1. For Client, the transferability of the claims that the Client has against the Contractor and the other authority to encumber and / or dispose of these claims are expressly excluded, also in terms of property law.
30.2. The Contractor is entitled to sell, pledge or transfer the claims that the Contractor has against the Client to third parties.
Art 31. 31. 1. All claims of the Client against the Contractor, whether due to a shortcoming in the performance of the Agreement, or due to an unlawful act or on any other ground, expire as soon as a period of one year has elapsed after the day on which the Client became known or could reasonably have been aware of the existence of those claim rights and the Client did not bring the relevant claims before the court within that one-year period.
Place and times of work
Art 32. 32. 1. The work is performed at the time and place specified in the Agreement. Unless otherwise agreed, the Client is entitled to change the place where the work is being performed, provided that he informs the Contractor of this at the latest five (5) Working Days before the change takes effect. If the change demonstrably leads to higher costs for the Contractor, the Client will reimburse those costs.
Art 33. 33. 1. The contractor has taken out insurance in a manner that is appropriate and customary in accordance with traffic standards and is thus insured against legal liability.
33. 2. The civil liability insurance offers coverage for at least 1.250.000 euros per claim, with a minimum annual payment of 200% of this amount.
33. 3. Upon request, the Contractor will immediately submit proof of premium payment to the Client, whereby the Contractor, subject to statutory obligations, will disclose earlier claims under the same policy in the current insurance year.
33. 4. Contractor says insurance as referred to in article 33. 1 of these General Terms and Conditions for the duration of the Agreement will not expire without the Client's prior consent. Neither does the Contractor change the conditions under which this insurance was entered into on its own initiative to the detriment of the Client.
33. 5. Notwithstanding the provisions of the preceding paragraphs of this article, the Contractor has insured itself in a manner that is appropriate to traffic standards and, taking into account the nature and scope of the Agreement, customary and is thus insured against professional liability.
Art 34. 34.1. The Supplier may engage third parties in the performance of the Agreement at its own discretion.
34.2. Third parties cannot derive any rights from this Agreement.
34.3. Without prejudice to the provisions in Article 27.2 of this Agreement, the liability limitations included in Article 21.2 of this Agreement shall apply as a third-party clause on which these third parties can invoke directly vis-à-vis the Customer if these third parties have accepted this clause at any time.
33.4. The provisions in this Agreement jointly determine the legal relationship between the parties and supersede all previous agreements or statements made by the parties with regard to the subject matter of the Agreement and provide proof thereof.
34.5. Except in so far as this would be unacceptable by the standards of reasonableness and fairness, the wording of the Agreement will be decisive in the first instance. If the wording, also viewed in relation to one another, cannot lead to an explanation that is reasonable in the given circumstances, the reasonable (commercial) intentions of the parties will serve as a benchmark for the explanation. Proof of evidence against not prima facie unclear wording, as well as evidence directed at sources of interpretation other than the reasonable (commercial) intentions of parties is not permitted.
34.6. Changes to and additions to any provision in this Agreement are only valid if agreed in writing and can only be proved thereby. The cancellation of a proposed change or addition does not have the effect of relinquishing rights that were intended to be created by the change or addition or of which the creation was intended to prevent.
34.7. If any, in the reasonable opinion of the Supplier, essential provision in this Agreement is invalid or otherwise unenforceable, then the Supplier has the right to terminate the other content of the Agreement, except to the extent that, in the given circumstances, it is reasonable and fairness standards. would be unacceptable.
34.8. Notifications that the parties will make to each other on the basis of this Agreement will be in writing.
34. 9. Headings in the Agreement only serve the legibility and it has no independent meaning.
34.10. Any verbal commitments and agreements have no effect unless confirmed in writing by a party.
34.11. The non-exercise of any right by a party or the non-use of any legal remedy does not constitute a waiver of that right or remedy.
34.12. Provisions that by their nature are intended to continue even after the termination or termination of the Agreement will continue to exist. These provisions include in any case: indemnification for infringement of intellectual property rights, guarantees, liability, confidentiality, disputes and applicable law.
34. 13. The term "in writing" in this Agreement also refers to the use of e-mail.
34. 14. Parties confirm that the provisions in the Agreement and these General Terms and Conditions, and in particular the provisions on liability, have been taken into account when determining the prices and payment conditions in the Agreement.
Dispute resolution and applicable law
Art 35. 35.1. Any dispute between the parties regarding this Agreement will be settled exclusively by arbitration in accordance with the Arbitration Rules of the Stichting Geschillen Solution Automatisering ('SGOA'), with its registered office in The Hague. The procedure takes place in the Dutch language. There is a dispute if a party states this.
35.2. This Agreement is governed by Dutch law.