1.1 These general terms and conditions apply to all offers, activities, quotations and assignments to Duthler Associates B.V. (hereinafter: Duthler Associates). The persons authorized by Duthler Associates to accept assignments on its behalf are hereinafter also referred to as “partner”.
1.2 All assignments shall be deemed to have been given solely to Duthler Associates and not to any person associated with Duthler Associates. This also applies if it is the intention of the parties that an assignment will be carried out by a certain person.
1.3 The applicability and operation of Article 7:404 and Article 7:407(2) of the Dutch Civil Code is excluded. “Related Person” means the employees, the advisors, the cooperation partners, the shareholders of Duthler Associates.
1.4 Not only Duthler Associates but also any person associated with Duthler Associates can invoke these general terms and conditions. The same applies to successors under
general title of related persons, formerly related persons, and the legal successors under general title of formerly related persons.
1.5 Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing. The applicability of the client’s terms and conditions is expressly rejected.
2. Basis of quotations
2.1 Duthler Associates’ Quotes and Plans of Action are based on the information provided by the client. The client guarantees that, to the best of his knowledge, he has provided all essential information for the design and execution of the assignment. Duthler Associates will perform the work to the best of its knowledge and ability. This obligation has the character of an obligation of best efforts.
3. Involving third parties in the execution of the assignment
3.1 The involvement or involvement of third parties in the assignment execution by the client or by Duthler Associates takes place exclusively after mutual consultation.
4.1 Duthler Associates may, in consultation with the client, change the composition of the team if it believes that this is necessary for the execution of the assignment.
The modification must not reduce the quality of the services to be provided or affect the continuity of the contract. A change in the team can also take place at the request of the client in consultation with Duthler Associates.
4.2 The Client shall neither employ Duthler Associates personnel nor negotiate employment with these employees during the execution of the assignment or within one year of termination of the assignment, unless an agreement has been reached with Duthler Associates.
5. Fees and costs
5.1 The fee charged by Duthler Associates in connection with the assignment will be agreed between Duthler Associates and the client. The fee does not include interest costs.
5.2 The costs paid by Duthler Associates on behalf of the client will be charged separately. These costs include travel hours, travel and accommodation costs and other assignment-related costs. To cover general office expenses (such as secretarial costs, regular mail mail, telephone, fax and electronic communication costs, copying costs and document production), a percentage of the fee to be determined by Duthler Associates will be charged. All amounts to be mentioned are exclusive of VAT.
5.3 An interim change in the level of wages and costs that requires Duthler Associates to adjust the rate or adjust other aforementioned cost reimbursements will be charged.
6. Payment terms
6.1. The fee and costs as mentioned in article 5, which are not included in the rates, will be charged monthly with (advance) declaration. All invoices will be paid by the client in accordance with the invoices stated on the invoice
payment terms. In the absence of specific conditions, the client will pay within fourteen days of the invoice date. The invoice date should be regarded as a deadline.
6.2 Payment by the client is made without set-off or suspension.
6.3 If the assignment has been given by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations as indicated in this article.
7. Modification of the assignment or additional work
7.1 The client accepts that the time schedule of the assignment may be influenced if the parties agree in the meantime to expand or change the approach, working method or scope of the assignment and/or the resulting work. If such an adjustment leads to additional work, this will be confirmed to the client as an additional assignment. If, at the request or with the prior consent of the client, Duthler Associates has performed work or other services that fall outside the content or scope of the agreed services, these activities or services will be reimbursed by the client according to the applicable rates of Duthler Associates.
8. Intellectual Property
8.1 Documents, ideas, data, models, techniques, instruments, writings, including software, products subject to intellectual property rights or other information used for the execution of the assignment and included in the advice or research result, are and remain the property of Duthler Associates. Disclosure can therefore only take place after obtaining permission from Duthler Associates. In the event of interim termination of the contract, the foregoing shall apply mutatis mutandis.
9. Confidentiality and processing agreement
9.1 The parties are obliged to observe strict confidentiality with regard to all confidential information with which they come into contact during the execution of an assignment. In any case, confidential information is considered to be all materials (including methods, equipment/software), documents, ideas, data, products subject to intellectual property rights or other information. Information will in any case be considered confidential if it has been designated as such by one of the parties.
9.2 Duthler Associates may be a processor of personal data within the meaning of the General Data Protection Regulation (GDPR), for which the client will then be the controller. In that case, Duthler Associates and the client will conclude a processing agreement. Duthler Associates is affiliated with TTP MYOBI B.V. This enables it to conclude a resilient processing agreement with the client. If the client does not wish to make use of this, the parties will conclude an alternative processing agreement.
10.1 If an event occurs during the execution of an assignment that leads to liability of Duthler Associates, such liability is limited to the amount paid out under the professional liability insurance taken out by Duthler Associates in that case. An event is also understood to mean a failure to act.
10.2 If Duthler Associates is liable for damage to persons or property, such liability is limited to the amount paid out under Duthler Associates’ business liability insurance (AVB) in that case, plus the applicable deductible.
10.3 A condition for the creation of any right to compensation is always that the client reports the damage to Duthler Associates in writing immediately after its occurrence.
10.4 Any claim for damages shall become time-barred by the expiry of one (1) year after the commencement of the day following that on which the client became aware of the damage and of Duthler Associates as the person liable for it.
10.5 If Duthler Associates engages a person (third party) not affiliated with it in the execution of an assignment, Duthler Associates is not liable to the client for errors made by the related person.
10.6 If Duthler Associates is approached by third parties in connection with the execution of an assignment from a client, the client indemnifies Duthler Associates against and against all liabilities, costs, including the costs of defence and damages.
10.7 The limitations of liability and indemnity rights set out in these general terms and conditions also apply to any person associated with Duthler Associates, persons associated with the past and legal successors under the general and special title of the related persons. The related persons can invoke these general terms and conditions.
11.1 Duthler Associates is obliged by applicable regulations (including the Money Laundering and Terrorist Financing Prevention Act) to establish the identity of principals and to report unusual transactions to the authorities under certain circumstances. By giving Duthler Associates an assignment, the client confirms that he is aware of this and that he gives his consent to the extent necessary.
12. Applicable law
12.1 These general terms and conditions and the legal relationship between Duthler Associates and its clients are governed by Dutch law.
12.2 The disputes that may arise between Duthler Associates and the client as a result of an agreement concluded by Duthler Associates with the client or as a result of further agreements that may result, will be settled by means of a procedure of the Stichting Geschillenoplossing Automatisering in The Hague, unless the client has invoked this clause in writing within one month after Duthler Associates has invoked this clause vis-Ã -vis the client. indicates that it opts for settlement by the competent Dutch court. This does not affect the right of the parties to opt for the legal process through the competent Dutch court at any time.
Duthler Associates is located in The Hague and registered in the Trade Register under no. 27173205. There is a Dutch and an English version of these general terms and conditions. In the event of any discrepancy between the Dutch version and the English version, the Dutch version shall prevail.