Article 1: Definitions

In the General Terms and Conditions, the following terms are defined as:

1.1. Service Provider: FEHA International Consulting B.V., established in Amsterdam, the Netherlands at (1066 VH) Johan Huizingalaan 763 A.

1.2. Client: The other party of the Service Provider that enters into an agreement to purchase services.  

1.3. Services: All work performed by the Service Provider for the Client, as agreed in the quotation or agreement.  

1.4. Agreement: The agreements between the Service Provider and the Client in which the services and conditions are laid down.

Article 2: Applicability  

2.1. These General Terms and Conditions apply to all offers, agreements and deliveries of services by the Service Provider, unless otherwise agreed in writing.      

2.2 These General Terms and Conditions also apply to any additional and subsequent assignment from the Client.    

2.3 Deviations from these terms and conditions are only valid if confirmed in writing by the Service Provider.    

2.4 The Service Provider is always authorized to change these terms and conditions.

Article 3: Service

All service are considered to have been given exclusively to the Service Provider, even and insofar as it is the express or implied intention of the Client that an assignment will be performed by a specific person.

Article 4: Execution of the service

4.1 All service are performed exclusively for the benefit of the Client.

4.2 The Client is obliged to provide all information and documents that the Service Provider requires for the proper execution of the service in a timely manner.

4.3 The Client guarantees that the provided information, documents and evidence are correct and complete. This applies also in the case that the information, documents and evidence come from third parties.

4.4 Third parties cannot derive any rights from the content of the performed work. The Client shall indemnify the Service Provider against claims from third parties claiming to have sustained damage as a result of or in connection with the work performed by the Service Provider on behalf of the Client.

4.5 During the performance of the assigned activities, the Service Provider will act in the manner expected from a reasonably competent and reasonably acting professional practitioner. In any case, the obligations of the Service Provider can be qualified as a best-efforts obligation.

Article 5: Offers and agreements  

5.1. All quotations of the Service Provider are without obligation and valid for 30 days after issuance, unless otherwise stated.  

5.2. An agreement is concluded when the Client accepts the quotation in writing or electronically.  

5.3. Changes or additions to the agreement are valid only if they have been agreed in writing.

Article 6: Performance of the services  

6.1. The Service Provider shall perform the services to the best of its ability and in accordance with the agreed specifications.  

6.2. If third parties are engaged for the performance of the agreement, the Service Provider shall remain responsible for the quality of the services.

Article 7: Obligations of the ordering customer  

7.1. The Client shall ensure that all information and resources required for the performance of the services are provided in a timely and correct manner.  

7.2. If the Client fails to fulfil its obligations, the Service Provider has the right to suspend the performance of the services and charge any additional costs.

Article 8: Prices and payment  

8.1. The agreed prices are exclusive of VAT and any other government levies.  

8.2. Payment shall be made within 14 days of the invoice date, unless otherwise agreed in writing.  

8.3. If the term of payment is exceeded, the Client shall be in default by operation of law and shall owe statutory interest on the outstanding amount. In the absence of timely payment, the Service Provider is entitled to charge default interest of 5% on the outstanding invoice amount per month.  

8.4. All judicial and extrajudicial costs incurred by the Service Provider to obtain payment shall be borne by the Customer.

Article 9: Complaints and Liability  

9.1. A complaint regarding the work performed and/or the invoice amount shall be filed in writing within 30 days from the date of dispatch of the documents or information that the client complains about, or within 30 days after the discovery of the defect if the Client demonstrates that they could not reasonably have discovered the defect earlier.

9.2 A complaint as referred to in the first paragraph does not suspend the Client's payment obligation.

9.3 If the complaint is not filed on time, all relevant rights of the Client will lapse.

9.4 The Service Provider's liability for damage arising from the performance of the agreement shall be limited to the amount paid out under the Service Provider's liability insurance in the relevant case.  

9.5 The Service Provider shall not be held liable for indirect damages, including consequential damages, lost profits and missed savings.  

9.6 If for any reason no payment is made under the insurance, the Service Provider's liability shall be limited to a maximum of the amount invoiced for the agreement.

9.7 Any liability of the Service Provider, partners and employees is always limited to the amount(s) charged by the Service Provider’s professional liability insurance, plus the deductible that the Service Provider bears under the insurance.

9.8 If for any reason no benefit from the insurance is possible, any liability is limited to the amount paid by the client to the Service Provider in the relevant year, including the fees paid and/or owed and excluding disbursements.

9.9 The Service Provider shall not be held liable in any manner if any third party determines that the Client is non-compliant with applicable certification or regulatory requirements. The Client bears sole responsibility and accountability for ensuring compliance with all relevant standards, regulations, and certification obligations. No liability, direct or indirect, shall be transferred to the Service Provider in relation to the Client’s compliance status.

Article 10: Force majeure  

10.1 In case of force majeure, the Service Provider shall be entitled to suspend the performance of the agreement or to dissolve the agreement without any obligation to pay damages.  

10.2 Force majeure means any circumstance independent of the Service Provider's will as a result of which fulfilment of the agreement cannot reasonably be required.

Article 11: Confidentiality  

11.1 Subject to obligations to disclose certain information imposed by rules and law, including the Money Laundering and Terrorist Financing Prevention Act and other national and international regulations of comparable purport, the Service Provider is obliged to observe secrecy towards third parties not involved in the execution of the assignment, unless and insofar as the client informs the contractor of the duty of confidentiality. Confidentiality concerns all information of confidential nature made available to the contractor by the client and the processing results obtained therefrom.

11.2 In the context of a dispute or criminal case the Service Provider is entitled to use data and information provided by the client, as well as other data and information that the Service Provider has taken note of in the execution of the assignment, insofar as this is in accordance with the Service Provider’s standards of reasonable judgment that they may be relevant to the settlement of the dispute or defense in the criminal case.

11.3 The Service Provider is entitled to the numerical results obtained after processing, provided that these outcomes cannot be traced back to individual clients or used for statistical comparative purposes.

11.4 With the exception of the provisions of the previous paragraphs, the Service Provider is not entitled to disclose information when made available by the Client to use for a purpose other than for which it was obtained.

Article 12: Intellectual property

12.1 The Service Provider reserves all rights regarding the products of the mind that the Service Provider uses or has used in the context of the implementation of the agreement with client, insofar as the rights may exist or come legally into existence on the products established.

12.2 The Client is explicitly prohibited from including those products, computer programs, system designs, working methods, advice, (model) contracts and others in the reproduction, disclosure or publishing of spiritual products, with or without the involvement of third parties.

12.3The Client is not permitted to make these products available to third parties, other than those at the Service Provider’s site, by obtaining an expert opinion regarding the activities of the Service Provider.

Article 13: Cancellation

13.1 The Client can not terminate an agreement for a definite period prematurely.

13.2 If the Service Provider terminates the agreement (prematurely), the Client is entitled to transfer the work done to third parties with the cooperation of the Service Provider, unless the Client has acted intentionally or deliberately recklessly in forcing the Service Provider to terminate the agreement. The Service Provider’s right to cooperate as stipulated in this subsection is subject to the satisfaction of all underlying outstanding advances or invoices by the client.

13.3 Provisions of the agreement that are expressly or impliedly intended to remain in effect after termination will remain in effect thereafter and both parties will remain bound by them.

Article 14: Right of suspension

14.1 The Service Provider is authorized to suspend the fulfillment of all obligations, including the transfer of items or documents to the client or third parties, up to the moment that all due and payable claims against the Client have been satisfied in full.

14.2 The provision of the first paragraph does not apply in the case of items or documents of the Client that have not yet been processed by the Service Provider.

Article 15: Termination of the agreement  

15.1 The Service Provider has the right to terminate the agreement with immediate effect if the Client is in a state of bankruptcy, applies for a suspension of payments, or otherwise loses free management of its assets.

Article 16: Applicable law and disputes  

16.1 These general terms and conditions and the agreement are exclusively governed by Dutch law.  

16.2 Disputes arising from or related to the Agreement shall be submitted to the competent court in the district where the Service Provider has its registered office.