TERMS AND CONDITIONS

Note: The English translation of these Terms and Conditions is provided for the convenience of STYR’s English-speaking clients. It should be noted, however, that in case of discussion about the terms and conditions the original Dutch version of these Terms and Conditions is binding.

1. General

These Terms and Conditions apply to all offers, tenders, activities, project proposals and agreements between STYR B.V. (hereinafter referred to as STYR) and its clients, or their respective legal successors.

2. Basis of project proposals

Any project proposals submitted by STYR are based on information provided by the client. The client vouches for the fact that, to the best of its knowledge, it has provided all the information considered necessary for setting up and carrying out the project. STYR will carry out its services to the best of its judgement and ability, and in accordance with the standards of sound professional practice.

By accepting the assignment STYR takes on an ‘obligation of best efforts’, since achieving the intended results cannot be guaranteed. Any project proposals and price quotations submitted by or on behalf of STYR are free of obligation unless otherwise indicated and remain valid for 30 days.

3. Commencement of the agreement

An agreement shall be considered concluded once STYR has confirmed the assignment, in writing or via e-mail, or once STYR has commenced activities.

4. Information and employees to be provided by the client

In order to have the execution of the assignment run smoothly and according to schedule, the client shall provide STYR in good time with all documents and data that STYR requires. This also applies to placing at STYR’s disposal employees of the client’s own organisation that are, or will be, involved in the activities of STYR. If late delivery/availability results in additional work, paragraph 8 of these Terms and Conditions will apply.

5. Engaging third parties in carrying out the assignment

STYR shall have the right to make use of third parties if the execution of the assignment so requires, after consultation with the client and for the client’s account and risk.

6. Remuneration

With regard to the rates and the related cost estimates, the project proposal shall indicate which costs are included and which costs will be charged additionally.

7. Payment obligations

Unless otherwise agreed in writing, the rates and costs as mentioned in paragraph 6 shall be charged on a two-weekly basis. Unless otherwise agreed in writing or indicated on the invoice, payment shall be due in full within 14 days of the date of invoice. The client shall not have the right to apply a deduction to the amount charged, suspend payment or set it off against a counterclaim.

Any outstanding payments shall be subject to interest calculated at the statutory rate over the full invoice amount from the date on which payment is due, without STYR having to serve notice of default. If payment is not forthcoming, STYR may suspend performance by appealing to exceptio dubii (the uncertainty exception).

In the event that the client is in default or fails in any other way to fulfil one or more of its obligations towards STYR, any and all reasonable costs, both judicial and extrajudicial, incurred in the process of seeking to collect payment shall be for the client’s account. If the agreement was concluded by two or more clients jointly, they are severally liable for compliance with the obligations as stated in this paragraph, regardless of the ascription of the invoice.

8. Changes to the assignment and additional work

The duration of the assignment depends on many factors other than the efforts of STYR, such as the quality of the information received by STYR and the cooperation provided by the client. The schedule submitted by STYR is therefore as good an estimate as possible, based on the information available at the time. The client accepts that the timeline set for the assignment may be affected if the parties agree in the interim to alter or expand the approach, work method or scope of the assignment and/or the activities that result from it.

 

If an interim alteration affects the agreed-upon remuneration or reimbursement of costs, STYR shall notify the client as soon as possible. If an interim change in the assignment or execution of the assignment is caused by actions on the part of the client, STYR will make the necessary adjustments if the quality of the services to be rendered so requires. If such an adjustment results in additional work, this shall be confirmed to the client as a supplementary assignment.

9. Early termination of the assignment

Assignments for a definite period can be terminated early only after written agreement between both parties and with due observance of a notice term of one calendar month. STYR reserves the right to claim payment of the invoices for the services rendered up to that moment, while the interim results of the work carried out up to that moment will be made available to the client on a provisional basis. Insofar as this brings additional costs, these costs will be charged to the client.

10. Intellectual property rights

STYR reserves all intellectual property rights, both during and after the duration of the assignment, which have been developed by STYR in the execution of the assignment. All documents produced by STYR that are used in the execution of the assignment and are included in the advice or research results, are, and remain, STYR’s property. Publication can therefore only take place after prior approval from STYR. The client does have the right, however, to copy the documents for use within its own organisation, insofar as this is in keeping with the purpose of the assignment. In case of premature termination of the assignment, the above is applicable by analogy.

11. Confidentiality

STYR is obliged to keep all information and data pertaining to the client strictly confidential vis-à-vis third parties. STYR will take all possible precautions within the context of the assignment to protect the client’s interests. Without STYR’s consent, the client shall not make STYR’s reports available to third parties or disclose to third parties any information relating to STYR’s approach, work methods and the like.

12. Liability

STYR shall be liable for any shortcomings in the execution of the assignment, to the extent that these shortcomings are the result of failure on the part of STYR to exercise the necessary care, skill and expertise that may reasonably be expected when advice is issued within the context of such an assignment. Liability for any damage caused as a result of such shortcomings shall be limited to a maximum of the remuneration amount received by STYR for work carried out within the scope of the assignment.

For assignments with a duration exceeding six months, there is a further limitation of the aforementioned liability to a maximum of the invoice amount over the last six months.

Any claims by the client in the sense referred to above are to be brought forward within one year from the date on which the damage was discovered. By failing to file a claim within this one-year period, the client forfeits the right to compensation.

13. Force majeure

Under the terms of this agreement, force majeure is understood to be all that is included in this concept under Dutch law and case law, including temporary or permanent incapacity for work on the part of STYR. STYR is not bound by its obligations under the agreement if execution of the assignment has become impossible as a result of force majeure.

STYR shall notify the client without delay if force majeure prevents it from fulfilling its obligations. With the exception of temporary incapacity for work with an expected duration of less than one month, receipt of such notification shall entitle the client to cancel the assignment in writing, in accordance with the conditions stated in paragraph 9.

14. Applicable law and disputes

This agreement is governed exclusively by Dutch law. Disputes that arise in connection with this agreement, or any possible subsequent agreements that result from it, shall be submitted to the competent court in the Netherlands.

clear organisations & fair rewards

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