Terms and conditions

1. General

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 are deemed to have been given exclusively 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 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” includes: Duthler Associates employees, advisors, collaborators, shareholders. 1.4 Not only Duthler Associates but also every person associated with Duthler Associates can invoke these general terms and conditions. The same applies to successors under universal title of associated persons, formerly associated persons, and the legal successors under universal title of previously associated 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 conditions is expressly rejected.

2. Basis for quotations

2.1 Quotations and Plans of Approach of Duthler Associates are based on the information provided by the client. The client guarantees that he has provided all essential information for the design and execution of the assignment to the best of his knowledge. Duthler Associates will carry out the work to be performed to the best of its knowledge and ability. This obligation has the character of a best efforts obligation.

3. Involving third parties in the execution of the assignment

3.1 The involvement or engagement of third parties in the execution of the assignment by the client or by Duthler Associates takes place only after mutual consultation.

4. Employees

4.1 Duthler Associates can change the composition of the team in consultation with the client, if it believes that this is necessary for the execution of the assignment. The change may not reduce the quality of the services to be provided, nor may it adversely affect the continuity of the assignment. A change in the team can also take place at the request of the client in consultation with Duthler Associates. 4.2 The Client will not employ Duthler Associates personnel or negotiate employment with these employees during the execution of the assignment or within one year after termination of the assignment, unless agreement has been reached with Duthler Associates.

5. Fee and costs

5.1 The fee charged by Duthler Associates in connection with the assignment will be agreed between Duthler Associates and the client. No interest costs are included in the fee. 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. A percentage of the fee to be determined by Duthler Associates will be charged to cover general office costs (such as secretarial costs, regular mail, telephone, fax and electronic communication costs, copying costs and document production). All amounts mentioned are exclusive of VAT. 5.3 An interim change in the level of wages and costs that necessitates Duthler Associates to adjust the rate or adjust other aforementioned cost allowances will be passed on.

6. Payment Terms

6.1. The fee and costs as referred to in Article 5, which are not included in the rates, will be charged monthly in (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 of the invoice date. The invoice date must be regarded as a strict deadline. 6.2 Payment by the client is made without set-off or suspension. 6.3 If the assignment is given by more than one client, all clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article.

7. Changes to the assignment or additional work

7.1 De opdrachtgever aanvaardt dat de tijdsplanning van de opdracht kan worden beïnvloed, indien de partijen tussentijds overeenkomen de aanpak, werkwijze of omvang van de opdracht en/of de daaruit voortvloeiende werkzaamheden uit te breiden of te wijzigen. Indien zo’n aanpassing leidt tot meerwerk, zal dit als een aanvullende opdracht aan de opdrachtgever worden bevestigd. Indien Duthler Associates op verzoek of met voorafgaande instemming van de opdrachtgever werkzaamheden of andere prestaties heeft verricht die buiten de inhoud of omvang van de overeengekomen dienstverlening vallen, zullen deze werkzaamheden of prestaties door de opdrachtgever worden vergoed volgens de van toepassing zijnde tarieven van 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 assignment and included in the advice or research result, are and remain the property of from Duthler Associates. Disclosure can therefore only take place after obtaining permission from Duthler Associates. In the event of premature termination of the assignment, the foregoing shall apply mutatis mutandis.

9. Confidentiality

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. Confidential information is in any case considered to be all materials (including methods, equipment/software), documents, ideas, data, products covered by intellectual property rights or other information. Information will in any case be considered confidential if it is 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. Liability

10.1 If an event occurs during the execution of an assignment that leads to liability on the part of Duthler Associates, that liability is limited to the amount that is paid out in that case under the professional liability insurance taken out by Duthler Associates. An event also includes an omission. 10.2 If Duthler Associates is liable for damage to persons or property, then that liability is limited to the amount that is paid out under the business liability insurance (AVB) of Duthler Associates in that case, plus the applicable deductible. 10.3 A condition for any right to compensation is always that the client reports the damage in writing to Duthler Associates immediately after it has arisen. 10.4 Any claim for compensation lapses one (1) year after the start of the day following that on which the client became aware of the damage and Duthler Associates as the person liable for it. 10.5 If Duthler Associates engages a person (third party) not affiliated with it in the performance of an assignment, then Duthler Associates is not liable towards the client for errors made by the associated person. 10.6 If Duthler Associates is held liable by third parties in connection with the execution of an assignment from a client, the client indemnifies Duthler Associates against and against all liability, costs, including the costs of defense and damages. 10.7 The limitations of liability and compensation rights included in these general terms and conditions also apply to every person affiliated with Duthler Associates, persons affiliated in the past and legal successors under general and special title of the affiliated persons. The associated persons can invoke these general terms and conditions.

11. WWFT

11.1 Due to applicable regulations (including the Money Laundering and Terrorist Financing Act) Duthler Associates is obliged to establish the identity of clients and to report unusual transactions to the authorities under certain circumstances. By giving Duthler Associates an assignment, the client confirms that it is aware of this and that it has given its consent to the extent necessary.

12. Governing 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 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 therefrom, will be settled by means of a procedure of the Stichting Geschillencommissie Automatisering in The Hague. unless the client gives written notice within one month after Duthler Associates has invoked this clause towards the client that it opts for settlement by the competent Dutch court. The foregoing does not affect the right of the parties to opt for legal action at all times through the competent Dutch court. Duthler Associates is located in The Hague and registered in the trade register under number 27173205. These general terms and conditions exist in a Dutch and an English version. In the event of any discrepancy between the Dutch version and the English version, the Dutch version shall prevail.