Article 1 - General
1.1 In these general terms and conditions, the following terms shall have the following meanings:
a) Principal: the party giving the order;
b) Contractor: Habermehl, having its registered office in Hilversum, the Netherlands, being a partnership,
c) Assignment c.q. Agreement: the agreement for an assignment whereby the Contractor undertakes to comply with the provisions of the
to the Client to perform certain work;
1.2 All Assignments are accepted and executed exclusively by Contractor, with
7:404 and 7:407 section 2 of the Dutch Civil Code, regardless of whether the Client has
Commission expressly or tacitly with a view to its execution by a third party.
particular person or persons.
1.3 All stipulations in these general terms and conditions are also made for the benefit of all
Those who work for the Contractor in the context of implementing the
Assignment. They may invoke this in respect of the Client.
Article 2 - Applicability
2.1 These general terms and conditions apply to all Assignments and/or Agreements
between Client and Contractor, or their respective legal successors, as well as on all
resulting therefrom and/or related agreements, as well as on all other agreements concluded by
Contractor's offers and/or quotations.
2.2 The applicability of the General Terms and Conditions of the Client shall be rejected by Contractor.
expressly rejected.
2.3 Stipulations that deviate from these conditions shall only apply if and insofar as
Contractor has explicitly confirmed these to Principal in writing.
2.4 If any clause, forming part of these general terms and conditions or of the
agreement would be null and void or annulled, the agreement shall otherwise remain in force.
as much as possible and the clause in question shall be replaced forthwith in consultation between the parties.
be replaced by a clause which, as far as possible, reproduces the spirit of the original clause.
as possible.
Article 3 - Conclusion of the Agreement
3.1 The Agreement is concluded at the moment that the agreement between the Contractor and the
The Contractor has received the signed order confirmation from the Principal. The
order confirmation is based on the information provided by the Client at that time.
Information provided by the Contractor. The order confirmation is deemed to be the Agreement
accurate and complete.
3.2 If the Assignment is granted verbally, or if the Assignment confirmation is not (yet)
signed and returned, the Assignment shall be deemed to have been concluded under the terms of the Agreement.
applicability of these general conditions at the time that the Contractor is
The Client has started the execution of the Assignment at the Client's request.
Article 4 - Data and information
4.1 Client is obliged to provide all data and information requested by Contractor,
as well as the data and information of which the client may reasonably know that
Contractor required for the correct execution of the Assignment, a) in a timely manner and b) in the
form desired by the Contractor and c) to be executed in the manner desired by the Contractor.
provide.
4.2 The Client warrants the accuracy, completeness, reliability and lawfulness of
the data and information supplied to the Contractor by him or on his behalf, even if they are
are provided via third parties or originate from third parties, unless the nature of the Assignment dictates otherwise.
otherwise. 4.3 Client is obliged to inform Contractor immediately about facts and
circumstances that may be relevant in connection with the execution of the Order.
4.4 Contractor shall be entitled to suspend the performance of the Assignment until such time as the
when the Client meets the obligations referred to in the first, second and third paragraphs
has met.
4.5 Extra costs, extra hours, as well as other damage for Contractor, arising because
The Client has not fulfilled the obligations mentioned in the first, second or third paragraph
The costs and risks of any work carried out by the Customer that is not paid in full shall be borne by the Customer.
4.6 At the Client's first request, the Contractor will send the Client the original
provided, return the documents to the Principal.
4.7 Client is responsible for the correct observance of the applicable laws and regulations.
regulations on the protection of personal data, including the
Contractor provide and make available personal data relating to
his staff, clients or third parties, even if they originate from third parties or are used by third parties in
his order. The Contractor may, in connection with non-compliance or incorrect compliance
by the Client.
Article 5 - Execution of the Order
5.1 Contractor determines the manner in which and by which person(s) the Assignment is to be performed.
executed, but will take into account the wishes made known by the Client as much as possible.
In doing so, the Contractor shall take the greatest possible care. If, in the execution of the Assignment, the Contractor has, at the expense of
Client wishes to engage third parties, he shall only do so with the approval of
of the Client.
5.2 The Contractor will perform the work to the best of his ability and with due care.
professional; however, Octrooibureau Novopatent cannot guarantee the achievement of
any intended result.
5.3 The Assignment shall be performed with due observance of the applicable (professional) regulations and
what is required by or pursuant to the law. The Client shall each time and fully
cooperation with the obligations arising from this for the Contractor.
5.4 The Client is aware that the Contractor is obliged under the Act on the Prevention of
money laundering and terrorist financing (Wwft):
(a) may be obliged to carry out an investigation into the identity of the Principal and/or the Client
do it;
(b) may be required to report certain transactions to the appropriate governmental authorities
established authorities.
5.5 (Professional) regulations shall in any case be understood to mean the Professional Practice Rules and
the Special Code of Conduct of the Dutch Association of Tax Advisers (NOB).
5.6 The Contractor excludes all liability for damage arising from the
compliance by the Contractor with the laws and (professional) regulations applicable to him.
5.7 Contractor shall keep a work file in respect of the Assignment which includes copies of
relevant documents, which are the property of the Contractor.
5.8 During the performance of the Order, the Client and Contractor shall, at the request of
one of them can communicate with each other by electronic mail.
The Principal and the Contractor are not liable to each other for any damage that
resulting from the use of electronic mail. Both the Principal and the Contractor
will do everything that may reasonably be expected to prevent risks such as
spreading viruses and distortion.
5.9 In the event of any doubt about the content and/or dispatch of electronic mail, the data extracts from the Contractor's computer systems shall be decisive.
Article 6 - Time limits
6.1 Deadlines by which the work must be completed are only strict deadlines.
if this has been agreed in writing.
6.2 If Client owes an advance payment or if Client owes an advance payment for the execution of the
Commission to make the necessary data and information available, then the term
within which the work must be completed does not begin until payment has been received.
received in full by the Contractor, or the data and information have been received in full by the Contractor.
Contractor.
6.3 The agreement may - unless it has been established that execution is permanently impossible - be cancelled by
The Client shall not be entitled to dissolve the agreement on account of the lapse of time, unless the Client
after the expiry of the agreed period, the contractor has a reasonable period of time to meet the deadline.
the Contractor to still carry out the order (in full) and the Contractor will then also continue to carry out the order.
does not perform or does not fully perform within the announced period.
Article 7 - Cancellation
7.1 The Agreement is entered into for an indefinite period of time, unless the content, nature or
It follows from the tenor of the granted Assignment that it has been entered into for a definite period of time.
7.2 The Client and the Contracted Party may terminate the Agreement (prematurely) at any time.
with due observance of a reasonable notice period, unless reasonableness and fairness dictate otherwise.
termination or termination at such time. The termination must be in writing
be communicated to the other party.
7.3 The Agreement may be terminated by registered letter by both the Contractor and the
Client can be (prematurely) terminated without observing a notice period in the
If the other party is unable to pay its debts or if a receiver,
administrator or liquidator has been appointed, the other party is undergoing debt rescheduling, or for any other reason, the other party has been declared bankrupt.
other reason ceases its operations or if the other party becomes aware of the
considers the aforementioned circumstances to be reasonably plausible in the case of one party or if there is a
situation has arisen that justifies immediate termination in the interest of the terminating
party.
7.4 In all cases of (premature) termination, the Contractor retains the right to payment of the
invoices for work performed by it up to that time, whereby the Client
subject to the provisional results of the work carried out up to that point, in order to
will be made available.
7.5 If the Client has effected (premature) termination, Contractor is entitled to
to compensation for the loss of capacity utilisation incurred by him and which can be demonstrated to be reasonable, as well as
of additional costs which the Contractor has reasonably incurred or will have to incur in connection with
as a result of the early termination of the Agreement (such as, among other things, costs with
with regard to any subcontracting), unless there are facts and circumstances justifying the termination.
The Contractor shall not be liable for any loss or damage arising from the failure to perform the contract, which shall be attributable to the Contractor.
7.6 If Contractor has effected (premature) termination, Client is entitled to
cooperation of Contractor in transferring work to third parties, unless there is
facts and circumstances on which the termination is based that are attributable to Client
to count.
7.7 Insofar as the transfer of the work involves additional costs for the
If the performance of the work results in an increase in the workload, this will be charged to the Client.
7.8 Upon termination of the Agreement, each of the parties shall deliver all goods in its possession,
items and documents belonging to the other party belonging to that other party without delay
party.
Article 8 - Intellectual property rights
8.1 All rights relating to products of the mind that Contractor has acquired in the course of
the assignment, including advice and working methods,
(model) contracts, systems, system designs and computer programs, shall belong to
Contractor, insofar as they are not already vested in third parties.
8.2 Subject to the express prior written consent of Contractor, the
Client is not permitted to use the products of the mind or the recording thereof on
duplicate, reproduce or transfer data carriers with or without third parties.
to disclose or exploit, without prejudice to the provisions of Article 9.3.
Article 9 - Confidentiality
9.1 Contractor is obliged to use the data and information supplied by or on behalf of Client
to keep secret vis-à-vis third parties who are not involved in the execution of the assignment.
This obligation does not apply insofar as the Contractor has a statutory or professional obligation to
disclosure, including the obligations arising from the Prevention of Pollution from Ships Act.
of money laundering and terrorist financing (wwft) and other national or international
regulations with comparable purport, or to the extent that the Client has relieved the Contractor of the
the obligation to maintain secrecy.
9.2 The first paragraph does not prevent confidential collegial consultation within the organisation of
Contractor, to the extent that the Contractor is able to do so for the careful execution of the
order or to carefully comply with a legal or professional obligation.
9.3 If Contractor is acting on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings, it is entitled to disclose the data and information of which it has been informed in the context of these proceedings.
execution of the commission in so far as, in his opinion, these are necessary to
reasonable opinion may be of importance.
9.4 Except with the express prior written permission of Contractor, the
Client is not permitted to use the content of advice, opinions or other opinions, whether written or
make public or otherwise make available to third parties any statements made by the Contractor.
The provision of information, except insofar as this arises directly from the agreement, shall be made at the
obtaining an expert opinion on the relevant activities of
Contractor, Principal has a statutory or professional obligation to disclose, or
if the Client acts on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings.
9.5 Contractor is entitled to mention the name of Client and to use the name of the Client in
mentioning the main points of the work performed for the (commercial) relations of
Contractor as an indication of the Client's experience.
Article 10 - Personal data
10.1 In the context of an assignment given by Principal to Contractor or in the
In the context of complying with legal obligations to which the Contractor is subject, the Contractor may
Contractor personal data concerning the Client and/or persons affiliated with or
employed by/for the Client.
10.2 In connection with the optimization of its services to the Client as well as in
in connection with being able to approach Principal and/or persons working at/for
Client with information and with services of Provider and third parties, may
Contractor process personal data.
10.3 Processing of personal data by Contractor in the context of activities
as mentioned in paragraphs 1 and 2, shall take place in accordance with the applicable laws and regulations on
in the field of personal data protection.
Article 11 - Fee
11.1 Client shall pay to Contractor a fee as well as reimbursement for costs incurred by
costs in accordance with the Contractor's usual rates, calculation methods and working methods.
11.2 Contractor has the right to request an advance payment from Client.
11.3 If after the conclusion of the Agreement, but before the Order has been completed
carried out, rate-determining factors such as wages and/or prices have changed.
the Contractor is entitled to adjust the previously agreed rate accordingly.
to adjust. 11.4 All fees are exclusive of sales tax and other government levies.
shall be imposed. Article 12 - Payment
12.1 Payment must be made in Dutch currency without any deduction, discount or set-off.
by payment into or transfer to the bank account indicated on the invoice within fourteen days of the invoice date.
days after the invoice date. The day of payment is the day of crediting the amount due to
the account of Contractor. Objections to the amount of the invoice shall suspend the
payment obligation of the Client.
12.2 If the Client does not respond within the period referred to in the first paragraph, or does not respond within another
agreed upon between the parties, the Customer is legally in default.
default and Contractor is entitled to charge statutory interest from that moment on.
bring.
12.3 If the Client, acting in the course of a business or profession, does not receive the
If the Customer has not paid the amount due within the period specified in the first paragraph, the Customer is obliged to compensate the
all extrajudicial and judicial (collection) costs incurred by the Contractor, including for
as far as these costs exceed the possible judicial costs, unless
The Contractor, as the unsuccessful party, shall be ordered to pay the costs.
12.4 If the Customer is not acting in the course of a business or profession, the Customer is not obliged to
Client is obliged to compensate extrajudicial collection costs to the amount of
of the maximum amount in accordance with the Decree on the Compensation of Extrajudicial Collection Costs (Besluit vergoeding van buitengerechtelijke incassokosten).
Client is due these extrajudicial collection costs after he, already in default
has been fruitlessly exhorted to pay within fourteen days.
12.5 In the event of a jointly granted Assignment, Clients are, to the extent that the Assignment is
has been carried out on behalf of the joint commissioning parties, shall be jointly and severally liable for the
payment of the invoice amount and the interest and costs due.
12.6 Contractor reserves the right - also during the execution of an order,
If the financial position or the payment history of the Client in the opinion of the
of the Contractor - from the Client full or partial payment in advance
and/or the provision of security, failing which the Contractor shall be entitled
to suspend the fulfilment of its obligations.
Article 13 - Complaints
13.1 A complaint concerning the work carried out or the invoice amount must be submitted by the customer on
on pain of forfeiture of all claims, within 30 days of the date on which the documents or
information about which the Client is complaining or, if the Client proves that he has
could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect.
The Contractor must be notified in writing of any defects.
13.2 A complaint does not suspend the Client's obligation to pay, except in so far as
The Contractor has informed the Principal that he considers the complaint to be justified.
13.3 In the event of a justifiable complaint, Contractor has the choice between adjusting
of the charged fee, the correction or re-doing of the work free of charge
the work in question or the complete or partial failure to carry out the
assignment against a refund of the fee already paid by Client to
proportionality.
Article 14 - Liability
14.1 Contractor is only liable to Client for a shortcoming in the
execution of the commission insofar as the shortcoming consists of a failure to observe the
care and expertise which may be relied upon in the execution of the commission
familiar.
14.2 The liability of Contractor for a shortcoming in the implementation of the
assignment as well as for an unlawful act caused by the Contractor is limited to
three times the amount that the Principal, according to the provisions of Article 10, is deemed to have spent on the
paid the Contractor a fee (exclusive of turnover tax) and/or has not yet paid the Contractor a fee (exclusive of turnover tax).
owed in respect of the work on which the event causing the damage occurred
relates to or is related to, with a maximum of three hundred thousand
euro (€300,000).
14.3 The limitation of liability mentioned in the previous paragraph does not apply to the extent that the
damage is the result of intent or gross negligence on the part of the Contractor.
14.4 Contractor is not liable for - damage incurred by Principal or third parties as a result of the provision of
incorrect or incomplete data or information provided by Principal to Contractor or
otherwise resulting from an act or omission on the part of the Principal; - damage incurred by the Principal or third parties which is the result of an act or omission on the part of the Principal
failure to act by auxiliary persons engaged by the Client or by the Contractor
(not including employees of the Contractor), even if they are employed by the Contractor.
at an organisation affiliated with the Contractor; - at the Client or third parties, any loss of profits, indirect loss or consequential loss.
14.5 A claim for compensation for damage must be submitted within twelve months of the date on which
Client discovered or reasonably could have discovered the damage at the time of
Contractor, failing which the right to compensation shall lapse.
14.6 The Client is obliged to hold the Contractor harmless and indemnify the Contractor for all
claims by third parties - including shareholders, directors, supervisory directors and staff of the Client as well as affiliated legal entities and
enterprises and others involved in the organisation of the Client - who
arise from or are related to the work of the Contractor on behalf of
of the Client, except insofar as such claims are the result of intent or gross negligence on the part of the Client.
fault of the Contractor.
Article 15 - Expiry period
Insofar as not otherwise provided for in these general terms and conditions, rights of action shall expire
of the Principal towards the Contractor on any account whatsoever in connection with the performance of
of work by the Contractor in any case after one year from the moment at which
Client became aware or reasonably could have become aware of the existence of these
rights.
Article 16 - Choice of law and forum
16.1 All agreements between Client and Contractor shall be exclusively governed by the Dutch language.
law shall apply.
16.2 Unless the parties explicitly agree otherwise in writing, all disputes that are
related to Agreements between the Client and the Contracted Party will be submitted to
the competent court in the place where the Contractor has its registered office. 16.3 Notwithstanding the preceding paragraph, the Client and the Contractor may opt for a court of law.
other means of dispute resolution.
