General terms and conditions
1. Contract Partners B.V. (“Contract Partners”) is a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands. In these general terms and conditions “client” is the person or entity that provides or has provided an assignment to Contract Partners.
2. All client assignments are considered by Contract Partners to have been given to it as an organization. This shall also apply if the client expressly or implicitly intends the assignment to be performed by a specific person. The operation of articles 7:404 and 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is excluded.
3. These general terms and conditions apply to every assignment from client accepted by Contract Partners, including supplemental and follow-up assignments. They are available in the Dutch and English language. In the case of any discrepancy or inconsistencies as to the contents and purport of these conditions, the Dutch text shall prevail.
4. Contract Partners is liable only for direct damages incurred by client as a result of willful misconduct (“opzet”) or gross negligence (“grove schuld”) by Contract Partners. If, in the context of the performance of an assignment, an event occurs which leads to liability, then such liability shall be limited to the amount which is paid out under the professional liability insurance taken out by Contract Partners, plus the amount of the deductible which must be borne by Contract Partners pursuant to the insurance policy in the matter concerned. If payment by the insurance company under such professional liability insurance does not take place for whatever reason, the liability of Contract Partners is limited to direct damages incurred by client and to a maximum amount equal to either (i) half of the fee agreed upon between Contract Partners and client for the performance by Contract Partners of the assignment out of which the liability arose (in case of a fixed, pre agreed fee amount) or (ii) (in case of an assignment for which a fee amount per hour was agreed upon between Contract Partners and client) half of the fee actually received by Contract Partners for the performance of the assignment out of which the liability arose.
5. Client shall indemnify Contract Partners against all (legal) claims from third parties resulting from or relating to the performance of Contract Partners of an assignment from client. Client shall indemnify Contract Partners against all damages incurred by Contract Partners in relation to such third party claim(s) and shall reimburse all costs and expenses reasonably incurred by Contract Partners in connection therewith. This article does not apply in case of willful misconduct (“opzet”) or gross negligence (“grove schuld”) by Contract Partners.
6. Contract Partners shall take the necessary due care in selecting third parties to be engaged in carrying out an assignment and shall, insofar as possible, consult with client in advance about such engagement. Contract Partners is not liable for any acts or omissions of third parties.
7. The provisions in these General Conditions are made for the benefit not only of Contract Partners, but also of all partners, all persons working for Contract Partners and all third parties engaged by Contract Partners in carrying out an assignment.
8. Client shall pay Contract Partners a fee to be agreed upon for the performance of the assignment, to be increased with VAT.
9. Client shall reimburse Contract Partners all costs and expenses incurred in the performance of the assignment. This includes amongst other things the expenses for travel and accommodation. Travel expenses will be reimbursed against an amount to be agreed upon, to be increased with VAT.
10. Contract Partners is allowed to suspend the performance of the assignment if client is in default with any of its obligations in relation thereto.
11. Client shall pay an invoice from Contract Partners within 14 (fourteen) days after the invoice date (the “invoice date” being the date mentioned on the invoice, the last day on which payment can be made being the “due date” and the date of actual payment being the “payment date”), without set-off, counterclaim or discount, by transferring the invoice amount to Contract Partners to the bank account indicated on the invoice. If payment does not take place ultimately on the due date, client is in default (without the need for any notice of default (“ingebrekestelling”) and Contract Partners is entitled to payment by client of an amount equal to 15 (fifteen) percent interest (with a minimum of 75 (seventy-five) Euro) as of the due date until the payment date. Client will be liable for all costs and expenses incurred by Contract Partners as a result of a default. Any payment made by client shall first be attributed to payment of interest and costs and thereafter to payment of the invoiced amounts in reverse order of their due dates, even if client indicates otherwise. If client disputes (part of) the invoiced amount, he will inform Contract Partners thereof in writing within 5 (five) business days after the invoice date, indicating the reason(s) for dispute. After this period of time, no dispute can be accepted. If client disputes part of the invoiced amount, the part not disputed will be paid immediately.
12. Contract Partners is obliged, both during and after termination of the assignment, to keep all information received in view of the assignment and in relation to the business of client (and its affiliated companies, if any) confidential, with the exception that the name and logo of client (and its affiliated companies, if any) together with a short generic description of the services rendered by Contract Partners to client may be used by Contract Partners for marketing purposes and with the exception that there is no duty of confidentiality if Contract Partners or the party receiving information regarding client (the “receiving party”) can prove the information (i) was already published or in the public domain, other than through an act or omission of Contract Partners or the receiving party, at the moment of receipt of the information, (ii) was published or in the public domain, other than through an act or omission of Contract Partners or the receiving party, after the moment of receipt of the information, (iii) was developed by the receiving party itself, independent of any relation with client or Contract Partners, (iv) was made public after prior consent of client was obtained or (v) was required to be made public or known to the receiving party on the basis of applicable law or as in connection with a legal or arbitration proceeding.
13. Notwithstanding article 12 of these general terms and conditions, Contract Partners is entitled to all intellectual property rights, including but not limited to copyrights, trademark rights and trade name rights. All documents provided by Contract Partners such as reports, advice, drafts, contracts and memo’s, are for the sole use by client and are not to be multiplied, disclosed, published or made known to third parties without the prior written consent of Contract Partners. Contract Partners is entitled to use any knowledge obtained as a result of the performance of the assignment, to the extent no confidential information will be made known to third parties. Client is explicitly not allowed (whether through third parties or not) to multiply, make public or exploit any of the products made available by Contract Partners, unless these products are explicitly intended for the purposes for reproduction or publication and this is agreed upon in writing. Publication may take place only after prior written consent of Contract Partners. Contract Partners is entitled to duplicate documents for its own use. In case of early termination of the assignment, the above also applies. Client ensures no third party rights shall prohibit client from providing documents or other materials for the purpose of use or adjustment in view of the assignment and indemnifies Contract Partners against any and all (legal) actions started on the basis of a third party claiming that the provision, use or amendment of these documents or materials was a violation of its or third party rights.
14. The legal relationship between client and Contract Partners is subject to the laws of the Netherlands. Any disputes arising thereunder shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
Contract Partners B.V. has its corporate seat in Amsterdam, the Netherlands and is registered with the Dutch trade register under number 63901455.
Version 1st August 2015