1. Definitions

The following definitions apply in these General Terms and Conditions:

A. Client: the party that gives the Assignment for the work to be carried out.
B. Contractor: the private limited company Hulsbos-Klatt B.V.
(Chamber of Commerce number 27272221).
C. Assignment: all work to be carried out by the Contractor within the context of the provision of services to the Client, including the work that may be deemed reasonably useful for the performance of explicitly assigned work.
D. Agreement: the legal relationship between the Client and Contractor on the basis of which the Assignment is carried out.
E. On a cost-plus basis: on the basis of time spent multiplied by the applicable hourly rates, as determined from time to time by the Contractor.
F. ‘Termination of the Assignment’ is also understood to mean the dissolution of the Agreement.
G. Financial year: The financial year is the (twelve-month) period covered by the fiscal annual report and the profit and loss account.
H. ‘Written’ is also understood to mean using methods of digital communication. The following definitions apply in these General Terms and Conditions:

2. Applicability and amendments

2.1 These General Terms and Conditions are applicable to all legal relationships between the Client and the Contractor. This includes all work of the Contractor, even if this was not explicitly assigned, any agreement between the parties, any obligation arising from the law or contractual obligation between them, as well as any existing and future Assignment, follow-up assignment, amended Assignment, even if another party acts as contracting party and/or invoice relation on the part of the Client.

2.2 All aforementioned legal relationships will be entered into and carried out by the Contractor, not by individual employees, supervisors or partners.

2.3 All stipulations in the Agreement and the General Terms and Conditions are also devised for (and can be relied on by) any person who is employed by the Contractor, be that on the basis of an employment contract, as a self-employed worker without staff, on secondment or in another way, be that as a legal entity or as natural person, including the respective directors.

2.4 By entering into an Agreement with the Contractor, the Client waives all special or general terms and conditions applied by him/her, howsoever referred to, meaning that these General Terms and Conditions are exclusively applicable to Agreements, Assignments and/or the Contractor’s work.

2.5 These General Terms and Conditions can be invoked by the Contractor against the Client, his/her representative, a third party who has created the impression of being a representative, directors, shareholders, and anyone who is or was employed for the benefit of the Client, be that as employee, contractor, adviser, via a partnership or otherwise.

2.6 If the Contractor does not make use of any right to which it is entitled in accordance with these General Terms and Conditions, this will not apply as a relinquishment of rights.

2.7 The Contractor is entitled to unilaterally amend these General Terms and Conditions. Amendments will also apply with respect to existing Agreements.

2.8 Deviating from these General Terms and Conditions is only possible if the Contractor consents to this explicitly and in writing. Without such written consent, verbal agreements with persons working on behalf of the Contractor will not be binding.

3. Formation and term of an Agreement

3.1 An Agreement arises in one of the following ways and at one
of the following times:

a. Through the receipt by the Contractor of the Client’s written consent when a written offer has been made or an assignment confirmation has been sent by the Contractor.

b. Through commencement of the Assignment by the Contractor without written protest being made within a reasonable period of time thereafter, and/or through payment of the first invoice relating thereto.

c. Through any other indication of the Client’s acceptance of the written offer or assignment confirmation.

3.2 In the case of all proposals on the part of the Contractor, it applies that these are revocable and rights may only be derived from them if they are made in writing.

3.3 The Agreement will be entered into for an indefinite period, unless it emerges from the content, nature or scope of the Assignment given that it has been entered into for a definite period.

3.4 The Assignment or the Agreement will be based on the information and documents provided by the Client to the Contractor at that time.

3.5 In the event of the existence or the suspicion of (i) unlawful activities and/or cash flows, and/or (ii) insolvency, and/or insufficient liquidity, and/or (iii) other acts and circumstances that could stand in the way of regular business operations or services, with due observance of the applicable legislation including the Money Laundering and Terrorist Financing (Prevention) Act, the Contractor is free to terminate the Assignment immediately.

4. Information from the Client

4.1 The Client is obliged to supply all relevant information and documents promptly. This means, among other things, the information/ documents which the Client must reasonably understand are relevant for the performance of the Assignment, as well as all information/documents that the Contractor, in its opinion, needs to carry out the Assignment. The Client must supply this information/these documents in a timely and easily accessible manner, and in the form desired by the Contractor.

4.2 Damage, costs or fees that are owed as a result of not complying with the above will be at the expense and risk of the Client. See also ‘Fees and costs’ below.

4.3 As long as the information/documents required or re- quested for the Assignment received by the Contractor remain(s) incomplete, the Contractor is free to suspend the performance of the Assignment and/or to immediately terminate the Assignment. See also ‘Term for completion of the Assignment’ below.

4.4 The Client warrants the accuracy, completeness and reliability of the information/documents provided to the Contractor, even if this originates from third parties.

5. Performance of the Assignment

5.1 Assignments shall be exclusively accepted and performed by GENERAL TERMS AND CONDITIONS OF HULSBOS-KLATT B.V. V.20.01 the Contractor. The Contractor will determine the manner in which the Assignment given will be performed and by which person(s). Sections 404 and 407(2) of the Dutch Civil Code are not applicable to the Assignment.

5.2 Work that falls outside the scope of the Assignment laid down in writing will be invoiced on a cost-plus basis.Work that falls outside the scope of the Assignment laid down in writing will be invoiced on a cost-plus basis.

5.3 The Contractor will carry out the work to the best of its ability, as a professional acting with due care. Nevertheless, the Contractor cannot guarantee that any intended result will be achieved.

6. Term for completion of the Assignment

6.1 The term of the Assignment will be influenced by countless circumstances – partly dependent on the Contractor, partly on the Client – including the information and documents supplied by the Client, as well as the assistance that he/she provides.

6.2 If the Client owes an advance payment or he/she must supply the information and/or materials required for the performance of the work, the term within which the work must be completed will not be earlier or will not be extended until the Client has fully complied with all his/her obligations within the context of the Agreement.

6.3 Terms/dates stated by the Contractor are only indicative on the basis of the information and assumptions available at that time, and are not to be considered as a final deadline, unless explicitly agreed otherwise in writing. Notwithstanding the latter case, no rights may be derived from the term of the Assignment or date on which it will be completed stated by the Contractor.

7. Intellectual property

7.1 The Contractor reserves all rights regarding intellectual products that it uses or has used or develops within the context of performing the Assignment of the Client.

7.2 The Client is expressly forbidden to reproduce, publish or exploit such products, including computer programs, system designs, working methods, recommendations, (model) contracts and other intellectual products of the Contractor, all in the broadest sense of the word, with or without the involvement of third parties.

8. Termination and Force Majeure

8.1The Client may first terminate the Agreement when the term for the performance to be delivered has expired, the Client has complied with all his/her obligations within the context of the Assignment, and has set a reasonable term for the Contractor’s compliance, provided that, for the rest, the conditions set down in Section 256, Book 6 of the Dutch Civil Code have been met.

8.2 If the Contractor cannot comply with its obligations under the Agreement, or cannot comply with them in a timely or proper manner, as a result of a cause not attributable to it, including but not limited to stagnation in the normal course of events within its business, the obligations will be suspended until such time as the Contractor is able to comply with these in the agreed manner, without the Contractor being in default with respect to the fulfilment of those obligations and without it being obliged to pay any damages.

9. Fees and costs

9.1Unless agreed otherwise unequivocally and in writing, all work carried out by the Contractor within the context of the Assignment will be charged to the Client on a cost-plus basis.

9.2 If a fixed amount is agreed, additional invoicing will be on a costplus basis in so far as the work exceeds the scope agreed upon commencement thereof.

9.3 The Contractor’s fee is not dependent on the outcome of the Assignment given.

9.4 Costs reasonably incurred in connection with the Assignment will be passed on to the Client.

9.5 If, at the end of the Assignment, the Client wants to receive a copy or another copy of documents held by the Contractor, a fixed amount of €250 in fees/settlement costs will be charged to be paid prior to issue.

9.6 The Contractor is entitled to charge advances to the Client. Commencement or continuation of the work may be made dependent on payment. Paid advances will be deducted from the final invoice after the Assignment has been completed.

9.7 If, after the formation of the Agreement but before the Assignment has been carried out in full, wages and/or prices undergo a change, the Contractor will be entitled to adjust the agreed rate accordingly.

9.8 The final fee to be charged is dependent on countless circumstances including the information and documents to be supplied by the Client. Advance budgetting of the fee is therefore only an indication on the basis of information and assumptions available at that time. No rights may be derived from the budget in advance.

9.9The Assignment, the performance of the work, the rate, the invoicing and the budget are based, among other things, on the following principles:

a. the timely, correct and complete supply by the Client to
the Contractor of all relevant documents, chronologically
ordered, not hand written, including a properly kept cash
book with counts of beginning and ending balances;

b. the timely provision by the Client to the Contractor of all relevant information including immediate passing on of any relevant changes to the company or the financial situation;

c. the consistent legal structure of the Client’s company;

d. the strict separation between the Client’s business and private administration;

e. the degree of service provision and the number of transactions as were reasonably to be expected upon commencement of the Assignment.

In the event of failure to comply with these principles, the Contractor has the option of entitlement (i) to charge the Client extra on a cost-plus basis, and/or (ii) to suspend the performance of the Assignment, and/or (iii) to terminate the Assignment.

9.10 All amounts specified in these General Terms and Conditions and all other amounts specified within the context of the Assignment, including all prices charged by the Contractor, are exclusive of VAT and any other government levies, barring explicit written indication otherwise.

10. Payment and collateral

10.1 Payment of the Contractor’s invoices must take place by the due date of 14 days after the invoice date.

10.2 Payment will take place without deduction, discount, settlement or suspension; the Client waives rights to this effect.

10.3 If the Contractor has reason to believe that the Client’s fi- nancial situation or payment practices warrant it, the Contractor is entitled to request the Client to immediately provide a security or an additional security, in a form to be determined by the Contractor.

10.4 In the event of an assignment for and/or for the benefit of GENERAL TERMS AND CONDITIONS OF HULSBOS-KLATT B.V. V.20.01 multiple parties, all those parties are jointly and severally liable to the Contractor for all payments which the Contractor may claim, including interest and expenses, regardless of the name details on the invoices, offer or confirmation of the assignment.

10.5 In the absence of timely performance by the Client of obligations for which it is responsible in accordance with this article (including timely payment, providing security and issuing and upholding a direct debit mandate), the Contractor has the option of entitlement (i) to suspend its obligations towards the Client; and/or (ii) to exercise a right of retention with respect to all documents produced by it and in its possession, including but not limited to: the general ledger, trial balances, annual accounts, profit tax returns, payroll records, corporation and income tax returns; and/or (iii) to terminate the Assignment.

10.6 After the due date mentioned in this article, the Client shall owe the statutory commercial interest rate to the Contractor.

10.7 The Client is obliged to reimburse all reasonably incurred extrajudicial/(collection) costs to the Contractor. This includes a minimum of 15% of the amount owed by the Client to the Contractor, and, if this is higher, a minimum of €250, in both cases plus a minimum of €25 for disbursements.

11. Complaints

11.1 Complaints are understood to mean all complaints about and objections to the money amounts charged by the Contractor to the Client, the invoicing, the manner in which the work was or is performed, the time frame in which this occurred and the consequences that are connected to the foregoing.

11.2 Complaints must be made in writing and within 14 days after the date of sending the documents or information to which the complaint relates. After expiry of this period, the right to file a complaint shall lapse.

11.3 In the case of a justifiable complaint – to be determined by the Contractor – the Contractor has the option of (i) adjusting the fee charged, (ii) offering improvement, or (iii) rectification of the work concerned free of charge.

11.4Complaints do not suspend the Client’s payment obligations.

12. Termination and extension

12.1 The Client or Contractor may terminate this Agreement, in writing, towards the end of a calendar month, with due observance of a notice period of one calendar month.

12.2 In the event of early termination, the Contractor shall remain entitled to payment for the work performed up until that point on a cost-plus basis, plus settlement costs of 8% calculated on the fee from the preceding financial year. In the absence of a (complete) preceding financial year, this is 8% calculated on the average fee per month owed from the moment the Assignment was given to the date on which it was terminated, multiplied by twelve. All this without prejudice to any right of the Contractor to compensation.

12.3 If the Agreement is entered into for a definite period, this will be automatically extended after expiry of this period for the same period and under the same terms and conditions, provided that the Contractor is prepared to continue performing the work for the Client and barring other written agreements.

13. Liability

13.1The Contractor shall act as a good contractor and also exercise the care that may be expected of it.

13.2 The Client is only entitled to compensation if the Client can demonstrate that he/she has suffered damages as a direct consequence of a mistake made by the Contractor which may be deemed to be unlawful towards the Client.

13.3The Contractor is not liable for indirect damage, damage to third parties or consequential damage.

13.4 The Contractor is not liable for damage resulting from information/documents provided by or for the Client that is/are incorrect, incomplete or delivered too late, or otherwise the result of actions or omissions of the Client.

13.5 The Contractor is not liable for the actions or omissions of auxiliary persons brought in by the Contractor (not including employees of the Contractor), also not if they are employed by an organisation affiliated with the Contractor.

13.6 The Contractor is not liable for damage or destruction of documents during transport by post, regardless of whether this takes place on the instructions of the Contractor, the Client or third parties.

13.7The level of the compensation to be paid by the Contractor to the Client is capped at the amount that is paid out by the liability insurance of the Contractor for compensation of that damage.

13.8If and in so far as the aforementioned liability insurance does not result in any payment, the liability of the Contractor for that damage will be limited to an amount equal to the last invoice paid by the Client to the Contractor with regard to the work performed by the Contractor over the last financial year for the purpose of the Assignment concerned, exclusive of VAT.

13.9 The Client indemnifies the Contractor against all claims from third parties due to damage that is caused because the Client has provided incorrect or incomplete information to the Contractor, or which is otherwise the result of actions or omissions of the Client, unless the Client proves that the damage is not connected to the attributable actions or omissions on its part, or it was caused by intent or deliberate recklessness of the Contractor.

13.10 The Contractor is entitled to, and must be given the opportunity by the Client with due observance of a reasonable period to, remedy or limit the damage to the Client, whereby the Client must provide all possible assistance to it. If the Client does not (fully) provide such assistance, the Client shall lose any entitlement to compensation for damages vis-à-vis the Contractor.

13.11The Client is obliged, if he/she is considering holding the Contractor liable for compensation for damages, to enter into consultation with the Contractor about this before it proceeds with a claim for liability.

13.12The applicable limitation of liability laid down in this article is partly stipulated for the benefit of the partners deployed by the Contractor and all those people who perform work for it and/or its partners and/or who are brought in for the performance of the Assignment, so they can therefore rely directly on the limitation of liability included in this article.

13.13 Notwithstanding the provisions under ‘complaints’ above, damages must be communicated in writing to the Contractor within sixty days after the Client has discovered or could have reasonably discovered the damages and/or the possibility of damages, failing which the right to compensation shall lapse.

13.14 The Client shall compensate the Contractor and indemnify it against all claims from third parties that are related to the Assignment, such third parties including shareholders, directors and supervisory board member, employees of the Client, as well as legal entities or natural persons affiliated with GENERAL TERMS AND CONDITIONS OF HULSBOS-KLATT B.V. V.20.01 him/her and others who are involved in the Client’s organisation.

13.15 In the event of suspension or termination in line with these terms and conditions, no compensation will be owed by the Contractor – be it due to delay or otherwise. In general, damages, additional costs or fees will in that case thus remain at the expense and risk of the Client, and in particular if these are a result of not providing, or not providing in a prompt or proper manner, the information and documents required for the performance of the Assignment. That which is described in this paragraph also applies if the Contractor has an option between these legal acts; the Contractor is free to make this choice.

14. Privacy / GDPR

14.1 The Assignment may entail the processing of personal data. The Contractor will serve as Processor with respect to the storage of personal data for the Controller within the meaning of Article 4 opening lines and under 8 of the GDPR.

14.2 With regard to the data from the Contractor, the Client will be considered to be the Controller with respect to the processing of personal data within the meaning of Article 4 opening lines and under 7 of the GDPR and will comply with all the provisions arising under that law and related legislation.

14.3 The provisions included in this article concerning the processing of personal data qualify as a processing agreement as referred to in the GDPR. If required, the Parties will draw up a separate processing agreement, in which the provisions specified in this article will, in any case, be included.

14.4 The Contractor will take appropriate measures to protect the personal data that is stored or processed in connection with the Assignment.

14.5The Contractor will take appropriate measures to prevent unauthorised parties gaining access to the Client’s data. The Client will, if requested, be given the opportunity to check these measures in a responsible manner.

14.6 The Contractor is permitted to use the (personal) data related to the Client and/or the Assignment for the performance of the Assignment, invoicing, collections and other relevant communications included. The Contractor will not use the personal data that is stored or processed for any other purpose.

14.7 Personal data will exclusively be stored by the Contractor on
servers located in countries that belong to the European
Economic Area (EEA).

15. Expiry period of all claims

15.1 Notwithstanding that which is mentioned above (including ‘Performance’, ‘Complaints’ and ‘Compensation’), all claims of the Client against the Contractor will in any case expire after one year has passed from the completion of the Assignment.

16. Jurisdiction and choice of forum

16.1All agreements between the Client and the Contractor are subject to Dutch law.

16.2 The competent court in Amsterdam has territorial jurisdiction with regard to all disputes that are related to these General Terms and Conditions, the Assignment and/or work performed by or on behalf of the Contractor or assigned to it, notwithstanding the right to appeal and appeal in cassation.

17. Final provisions

17.1 In so far as the Contractor cannot rely on any provision of these General Terms and Conditions (be that due to voidability, nullity, on the grounds of reasonableness and fairness, being unreasonably onerous or for another reason), the obligations that are in line with that provision shall apply as much as possible under law between the parties, and all other articles shall remain in full force. In such a case, the stipulation concerned shall be replaced as soon as possible following consultation between the parties by a stipulation that approaches the nature of the original stipulation as much as possible.

17.2 If the Client or his/her contact persons acts or also acts for the benefit of third parties, he/she shall guarantee that they are bound to the stipulations contained in these General Terms and Conditions.