This will apply to orders made by Euro Companies BV, hereinafter: Contractor
Article 1. DEFINITIONS
Meaning of the capitalized definitions within the context of these terms:
a. Occupation Regulations: the professional rules the lawyer is subjected to for the registration with the Dutch Lawyers Association;
b. Documents: all the information or data the contractor has provided the client with, whether or not contained by (im) material carriers and whether or not placed with third parties, and all information manufactured in connection with the execution of the Contract / Agreement by the Contractor or collected data, whether or not contained in (im) material carriers and whether or not placed with third parties, and all other information of any relevance to the execution or completion of the assignment, whether or not contained in (im) material carriers;
c. Employee: a natural person employed by or associated with the contractor, whether or not under an employment contract;
d. Assignment / Agreement: the agreement under which the Contractor undertakes anyting towards the Client to perform certain activities;
e. Client: the natural or legal person (or group of entities) that has given the order to the Contractor to perform Work;
f. Contractor: the office that has accepted the assignment. All orders are accepted and executed by the office, not by or on behalf of an individual employee, regardless of whether the Client has expressly or tacitly granted for the purpose of execution by a particular employee or certain employees. Article 7: 404, 7: 407 paragraph 2 and 7: 409 BW are explicitly excluded;
g. Activities: all that has to be performed by the Contractor for the Client in accordance with what has been agreed on and accepted by the Contractor and any of the related activities the contractor has to perform.
Article 2. APPLICABILITY
- These terms and conditions apply to all offers, quotations, orders, legal relationships and agreements, under whatever name, which the Contractor undertakes / will undertake to perform Work for the Client, and to any subsequent work for the Contractor.
2. Deviations from and additions to these general conditions are only valid if they have expressly agreed in writing, for example in a (written) agreement or confirmation.
3. If any of these terms and conditions and in contradiction with the terms or conditions of the order confirmation, the order confirmation is the recorded condition regarding the conflict.
4. The applicability of the general conditions of the Client is expressly rejected by the Contractor.
Article 3. DETAILS OF CLIENT
- 1. The Client is obliged to make all Documents which the Contractor considers necessary for the correct operation of the Contract in the desired shape in the desired manner and timely disposal of the Contractor. Contractor determines what is meant by preferred form, desired manner and should be understood in a timely manner.
The Client guarantees the accuracy, completeness and reliability of the Documents provided by him, even if they originate from third parties, provided that the nature of the Contract dictates otherwise.
3. The Contractor is entitled to suspend the performance of the Commission to until the Client has complied in the obligations of the above first and second paragraph.
4. The Client shall indemnify the Contractor for any damage resulting from incorrect or incomplete documents.
5. All the additional costs, damages or extra hours made by the Contractors, because required Documents have not timely or properly been provided for, are for the account of the Client.
6. All original documents provided by the Client, will be returned upon first request.
Article 4. PERFORMANCE CONTRACT
- Contractor shall perform the Contract to the best of his ability and with due observance of the applicable laws and (Professional) regulations.
2. The Contractor shall determine the manner in which the Contract will be executed and by which employee (s).
3. The Contractor is entitled to commission a work by a third party designated by the Contractor.
Article. 5. (PROFESSIONAL) REGULATIONS
- 1. Client shall provide full cooperation to the obligations of the Contractor under the applicable (Professional) regulations.
2. The Client is aware that the Contractor – includes, but is not limited to -:
under applicable laws and (Professional) regulations may be required for certain in such laws and (Professional) regulations defined and known during the execution of his work, to report transactions to the appropriate government authorities set;
under applicable laws and (Professional) regulations in certain situations, a fraud alert will be doing;
under applicable laws and (Professional) regulations may be required to conduct an investigation into the (identity) client or the client.
The Contractor excludes any liability for damage caused by the Client as a result of compliance by the Contractor with the laws applicable to him and (Professional) regulations.
Article 6. INTELLECTUAL PROPERTY
- The execution of the Assignment by the Contractor does not imply that intellectual property rights vested in the contractor will be transferred. All intellectual property rights that arise during, or result from the execution of the Order belong to the Contractor.
2. The Client is expressly forbidden to make products containing intellectual property of the Contractor, or products covered by intellectual property rights the contractor has acquired usage from- included in this are at least, but not exclusively: computer programs , system designs, procedures, advice, (model) contracts, reports, templates, macros and other intellectual products – to reproduce, disclose or exploit.
3. The Client is not permitted to extend the in the above paragraph named products to third parties without the prior written consent of the Contractor, unless it’s primary cause is to obtain an expert opinion on the performance of the Work by the Contractor. The client will then impose its obligations under this Article to third parties engaged by him.
Article 7. FORCE
- If the parties obligations under the agreement, cannot promptly or properly perform due to force majeure within the meaning of Art. 2. 65 BW than those obligations will be suspended until the parties are able to fulfill them in the agreed manner.
3. If the situation referred to in the first paragraph occurs parties have the right to in writing terminate the agreement in whole or in part with immediate effect, though without the right to any compensation.
Article 8. FEES AND COSTS
- Work carried out by the Contractor on the basis of time spent and costs incurred will be charged to the Client. Payment of the fee does not depend on the result of the work unless agreed otherwise.
2. In addition to the fee, the expenses incurred by the Contractor and third parties engaged by the Contractor of declarations will be charged to the Client.
3. The Contractor is entitled to request an advance payment.
4. If, after the conclusion of the Agreement, but before the Assignment has been completed, fees or prices change, the Contractor has agreed to adjust the rate accordingly.
5. Sales tax required by law will be charged separately on all amounts that have to be paid.
Article 9. PAYMENT
- The Client must pay the amounts due to the Contractor, without the Client being entitled to any deduction or set-off, within 14 days after the invoice date, unless otherwise agreed. The payment date is the day of payment of the amount due to the Contractor’s expense.
2. If the Client fails to pay within the period mentioned in the first paragraph, the Client is legally in default and shall be entitled to the statutory (commercial) interest charged at that point.
3. If the Customer is not paid within the period mentioned in the first paragraph, the Client shall pay all judicial incurred by the Contractor and extrajudicial (collection) costs. The reimbursement of costs incurred is not confined to any established by the Court to pay costs.
4. In the case of jointly granted Assignments, the Client is primarily liable for the payment of the invoice amount and the interest (s) and costs.
5. If the Contractor sees it fit that the financial position or the payment behavior of the Client justifies such action, or if the Client fails to pay an advance payment or to pay a bill within the stipulated payment, the Contractor is entitled to require the Client to immediately furnish (additional) security in a form to be determined by the Contractor. If Client fails to provide the required security, the Contractor may, without prejudice to its other rights, the further execution of the agreement to immediately suspend and that which the Client to the Contractor for whatever reason will become immediately due and payable.
Article 10. LIMITS
- 1. In cases in which Client and Contractor have agreed upon a time / date on which the Assignment has to be performed and the Client fails to put forward (a) an advance payment – if agreed – or (b) the required Documents timely, complete, and in the desired shape and in the desired manner, the Client and the Contractor shall consult on a new period / date on which the Order must be performed.
2. Dates by which the work must be completed shall only be regarded as deadlines if expressly agreed on and in so many words between the Client and the Contractor.
Article 11. LIABILITY AND DISCLAIMERS
- The contractor is not liable for losses of the Client arising because the Client has incorrectly or incompletely provided Requisites.
2. When the Contractor can’t perform properly or timely due to failure on behalf of the Client, the Contractor shall not be liable for any consequential damages.
3. The Contractor shall only be liable to the Client for damages directly resulting from a (related series of) culpable failure (s) in the execution of the Assignment. This liability is limited to the amount agreed on by the Contractor and the Client for the execution of the order, and then in proportion to the respective partial assignment.
4. The Contractor’s liability is limited to the amount of the execution of the Assignment fee charged. If the Contract duration is of more than one year, the amount referred to above is set at the amount of the fee that has been charged to the Client in the twelve months prior to the occurrence of the loss. In no event will the total compensation for the damage under this subsection exceed € 10,000, =, unless the parties – given the size of the Mission or the risks associated with the contract – see reason to deviate from this maximum. A related series of culpable shortcomings is considered a single breach.
5. The limitations of liability included in this article do not apply if and insofar as there is intent or deliberate recklessness of the Contractor or its senior management.
6. Client is obliged to take measures to mitigate damage. The Contractor has the right to undo the damage or limit recovery or improvement of the performed work.
7. Client shall indemnify the Contractor against claims by third parties for damages caused because the Client’s incorrectly or incompletely providing Requisites.
8. The Client shall indemnify the Contractor against claims by third parties (employees of the Contractor and third parties involved including the Contractor) suffering in connection with the execution of the Assignment damage arising out of the acts or omissions of the Customer or of unsafe situations in its business or organization.
Article 12. TERMINATION
- 1. Client and the Contractor may at any time (prematurely) terminate the contract without giving notice. If the agreement is terminated before the assignment is completed, Contractor is not obliged to refund the fees already paid.
Cancellation must be made in writing.
3. Where the assets (interim) termination is initiated by the Client, the Contractor shall be entitled to reimbursement of demonstrable losses made on his part, as well as compensation for additional costs already incurred by the Contractor and costs arising from any cancellation of engaged others (such as – among others – any costs relating to subcontracting).
4. If the (interim) termination is initiated by the Contractor, the Client is entitled to assistance from the Contractor in transferring the work to third parties, unless there is intent or deliberate recklessness on part of the Customer in case of which the Contractor is obliged to terminate the contract. Condition for entitlement to assistance as provided in this paragraph, is that the Client has settled all previous claims and underlying advances.
Article 13. SUSPENSION LAW
- The Contractor is entitled to suspend the fulfillment of all his obligations after a careful balancing of interests, including the surrender of documents or other items to the Client or third parties, until the moment that all demandable claims upon the Client have been paid in full.
2. The first paragraph shall not apply with respect to Documents of the Client not (yet) processed by the Contractor.
Article 14. LIMITATION PERIOD
In so far as not otherwise stated in these terms and conditions, all rights of action and other powers of the Client against the Contractor in connection with the performance of work by the Contractor will cease at least one year after the date the Client has become aware or could reasonably have known of the existence of these rights and powers. This term does not the possibility to file a complaint with the appropriate agency (s) for complaint and / or the Disputes.
Article 15. ELECTRONIC COMMUNICATIONS
- 1. Client and Contractor can communicate by electronic means if so requested during the execution of the Contract.
2. Against each other Client and Contractor aren’t liable for damages that may result for one or both of them as a result of the use of electronic means of communication, including – but not limited to – damages resulting from non-delivery or delayed delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software / hardware used to transmit, receive or process electronic communications, transmission of viruses and the failure or malfunctioning of the telecommunications network or other electronic communication resources, except to the extent the damage is the result of intent or gross negligence.
3. Both the Client and the Contractor will do all that can reasonably be expected of them to prevent the occurrence of such risks.
The data extracts from the computer systems of the sender provide compelling proof of (the contents of) electronic communication sent by the sender at the moment at which evidence is provided by the receiver.
Article 16. OTHER PROVISIONS
- Whenever the Contractor has to perform work on the Client’s site, the Client shall provide a suitable workplace that meets the statutory occupational health and safety standards and other applicable regulations with respect to working conditions. Client must ensure that the Contractor in this case is provided with office space and other facilities necessary or useful in the opinion of the Contractor to perform the Contract and who meet to make all of its (legal) requirements. Regarding made available (computer) facilities Client is required for continuity to arrange inter alia through adequate backup, security and virus control procedures. Contractor will follow virus checking procedures if the facilities of Client uses.
2. The Client will not accept or involve employees to, temporarily or otherwise, act directly or indirectly employed for the contract, either directly or indirectly on behalf of Customer, whether or not salaried, during the term of this Agreement or any extension thereof, and for 12 months thereafter.
Article 17. APPLICABLE LAW AND JURISDICTION
- The Agreement is governed by Dutch law.
2. All disputes will be settled by the competent court in the district in which the Contractor is established.
3. Paragraph 1 and 2 of this Article shall not prejudice the possibility of the Client to submit a dispute to the Disputes and / or to follow the procedure of complaint.
Article 18. REPAIR CLAUSE DECLARED TODAY
- If any provision of these terms and conditions or the underlying Order / Contract is wholly or partially void and / or invalid and / or not enforceable as a result of any statutory regulation, court order or otherwise, this will not have any effect on the validity of all other provisions of these terms and conditions or the underlying Order / Contract.
2. If any provision of these terms and conditions or the underlying Order / Contract not be valid for a reason referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, this provision will primarily apply automatically with the most far-reaching or extent of the limited range or scope with which or in which it is valid.
3. Notwithstanding the provisions of paragraph 2, the parties may, if desired, consult in order to agree new provisions to replace the invalid provisions. It will be connected as much as possible the purpose and intent of the invalid provisions.
4. If there is any contradiction between the English- and the Dutch version of these Terms & Conditions the Dutch version will prevail.