1.1 These general conditions apply to all offers, activities, proposals and orders to Duthler Associates LLC (hereinafter Duthler Associates). The persons authorized by Duthler Associates to accept assignments on its behalf, are also referred to as “partner” hereafter.
1.2 All instructions are deemed exclusively to Duthler Associates and not be given to any to Duthler Associates connected person. This applies even if it is the intention of the parties that a contract will be performed by a specific person.
1.3 The applicability and effect of Article 7:404 and Article 7:407 paragraph 2 of the Dutch Civil Code is excluded. “Associated person” shall be understood: employees, consultants, partners, shareholders of Duthler Associates.
1.4 Not only Duthler Associates but also each to Duthler Associates associated person can call these terms. The same applies to successors under universal title of associated persons, formerly associated persons and legal successors under universal title of formerly associated persons.
1.5 Deviations from these general conditions are only valid if they have expressly agreed in writing. The applicability of conditions of the customer is explicitly rejected.
2. Baseline offers
2.1 Offers and Action Plans of Duthler Associates are based on information provided by the client. The client guarantees, that he to his best knowledge has provided all essential information for the set-up and execution of the assignment. Duthler Associates will carry out the work to be performed to the best of his knowledge and ability. This obligation is in the nature of a best effort obligation.
3. Involving third parties in the contract execution
3.1 Involving and engaging third parties for carrying out the task by the client or by Duthler Associates takes place only after mutual consultation.
4.1 Duthler Associates in consultation with the client can change the composition of the team, if it considers that this is necessary for the performance of the contract. The change may not affect the quality of the services to be provided, nor affect the continuity of the mission. A change in the team can also take place at the client’s request, in consultation with Duthler Associates.
4.2 Client shall neither during the execution of the assignment nor within one year after termination taking over the employees of Duthler Associates or negotiate with the employees about their enlistment, unless this has been agreed with Duthler Associates.
5. Fees and expenses
5.1 The subscription fees will be charged annually in connection with the assignment by Duthler Associates as agreed between Duthler Associates and the client. No interest costs are includes in the subscription fees.
5.2 The fee charged by Duthler Associates in connection with the contract fee will be agreed between Duthler Associates and client. No interest costs are included in the fee.
5.3 Expenses paid by Duthler Associates for the purpose of the client will be separately charged. Those costs include travel time, travel expenses and other job-related expenses. Duthler Associates determine a percentage in the fee to cover general office costs (such as secretarial services, shipping by mail, cost of telephone, fax and electronic communications, copying and document production) and will be charged. All amounts are VAT excluded.
5.4 An interim change in the level of wages and costs necessitates Duthler Associates to rate adjustments or adjustments of the other above-mentioned expenses and will be charged.
6. Payment terms
6.1 Subscription charges as specified in Article 5 are based on preliminary estimates and are charged in advance every year. The final payment will be based on actual costs and will be charged along with the subsequent subscription fees. All invoices will be paid by the client in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the client will pay within fourteen days after the invoice date. The invoice date should be regarded as a deadline.
6.2 The fees and expenses referred to Article 5, which are not included in the rates will be charged on a monthly basis (advance) invoice. All invoices will be paid by the client in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the client will pay within fourteen days after the invoice date. The invoice date should be regarded as a deadline.
6.3 Payment by the customer is made without setoff or suspension.
6.4 If the assignment is provided by more than one client, all clients would individual be liable for the fulfillment of the obligations specified in this article.
7. Change of the contract or additional work
7.1 The client accepts that the timing of the contract may be affected if the parties agree the approach, method or scope of the contract and / or to extend or amend the ensuing activities. If such an adjustment leads to more work, this will serve as an additional order be confirmed to the client. If Duthler Associates carried out at the request or with the prior consent of the client work or other performance which goes beyond the substance or scope of the agreed services, that work or performance 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 covered by intellectual property rights or other information used for the execution of the contract and included in the opinion or research results, are and remain the property of Duthler Associates. Publication can therefore only after obtaining the written consent of Duthler Associates. In case of premature termination of the contract, the above shall apply similar applications.
9.1 Parties are obliged to observe strict confidentiality regarding all confidential information with which they come into contact in the execution of an assignment. Confidential information is considered in any case all materials (including methods, equipment / software), documents, ideas, information, products covered by intellectual property rights or other information. Information shall in any event be considered confidential if it is designated as such by either party.
10. If an event occurs which leads to liability of Duthler Associates in the execution of an assignment, that liability is limited to the amount paid under the by Duthler Associates professional liability insurance. That amount will be paid. An event is also defined as a failure.
10.2 If Duthler Associates is liable for damage to persons or property, this liability is limited to the amount paid under the general liability insurance (AVB) of Duthler Associates in this case, plus the applicable own risk of this insurance.
10.3 Condition of any right to compensation is that the client after its occurrence the damage, reports in writing to Duthler Associates as soon as possible, but always within a reasonable time.
10.4 Claims for damages shall expire after a period of one (1) year from the day following the day on which the client became aware of the damages and of Duthler Associates as the liable party.
10.5 If Duthler Associates enable a third person in the execution of an assignment, Duthler Associates is not liable for mistakes made by the related person towards the client.
10.6 If Duthler Associates in connection with the execution of an assignment of a client is addressed by a third party, client indemnify Duthler Associates against all liability, costs, defense costs and damages including.
10.7 The limitations of liability contained in these terms and reimbursement rights also apply to all of Duthler Associates connected persons, in the past associated persons and legal successors under general or specific title of the related persons. Associated persons may rely on these terms.
11.1 Duthler Associates is as a result of legislation in force (including the Act on Prevention of Money Laundering and Terrorist Financing) required to establish the identity of clients and to report unusual transactions under conditions to the authorities. By contracting Duthler Associates, the client confirms to be familiar with and to the extent necessary to give his consent.
12. Governing law
12.1 These general conditions and the legal relationship between Duthler Associates and Client is governed by Dutch law.
12.2 Any disputes which may arise between Duthler Associates and client following a through Duthler Associates with the principal agreement or as a result of further agreements resulting therefrom, shall be settled by a procedure of the Foundation Settlement of Automation Disputes in The Hague, unless the client within one month, after Duthler Associates appeals itself towards client to this clause, has expressed in writing to opt for settlement by the competent Dutch court. This without prejudice to the parties’ right to agree in settlement by the competent Dutch court.
Duthler Associates is based in The Hague and registered in the Commercial Register under no. 27173205.