Terms and conditions.

ART. 01In these terms and conditions, the following definitions apply

• Terms and conditions: the terms set out in this document;
• Firm: the organisational consultancy firm UWBS Financial Services B.V.;
• Client: the party that contracts, or intends to contract, with the firm;
• Engagement: any agreement between the firm and the client for the supply of products and services to the client;
• Quotation: any verbal or written offer by the firm to enter into an engagement with it;
• Materials: all reports, advice, results, drawings, software, databases and concepts developed by the firm in the context of the engagement.

ART. 02Applicability of the terms and conditions

1. These terms and conditions apply to all offers, quotations, engagements, work, agreements and other acts in which the firm supplies goods and/or services to the client.
2. The client's own terms, such as purchasing conditions, do not apply. The firm expressly rejects them.
3. Changes to the engagement or to these terms and conditions are only valid if both parties have recorded them in writing, signed by authorised persons.
4. The firm has the right to unilaterally amend or supplement these terms and conditions. The firm will inform the client in writing of the content and effective date of the amendment no later than one month before the amended terms take effect. If the client does not agree to the amendment, the client has the right to terminate the agreement in writing before the effective date of the amendment. In that case, the agreement ends on the effective date of the amendment. Without termination, the client is deemed to have accepted the amended terms.

ART. 03Formation of the engagement

1. A quotation from the firm is always without obligation, unless the quotation clearly states otherwise.
2. The quotation is based on the information the client has provided to the firm up to the date of the quotation. The client must ensure that the firm receives all information needed to carry out the engagement properly. The firm is not responsible for errors or incomplete information provided by the client.
3. The engagement only takes effect once the fee has been agreed and the client has accepted the quotation in writing. If the quotation is not confirmed in writing but the firm, with the client's consent, nevertheless starts carrying out the engagement, the content of the quotation is considered to be what the parties have agreed.

ART. 04Rights and obligations of the firm

1. The firm will do its best to carry out the engagement properly, in accordance with the standards of good professional practice and the code of conduct of the Dutch Order of organisational consultants (Orde van organisatiekundigen en -adviseurs). However, the firm cannot promise that the objective the client has in mind will actually be achieved.
2. During the performance of the engagement, the firm and the client are in regular contact about progress and about how the work is being carried out.
3. If anything occurs during the engagement that may affect progress or the result, the firm and the client must inform each other as soon as possible.
4. If the client does not supply the information the firm needs on time or as agreed, or otherwise fails to meet its obligations, the firm may temporarily suspend the work. The firm may charge the client for the resulting costs at its normal rates.
5. The firm may replace the assigned consultant(s) or staff member(s). In doing so, the firm will do its best to deploy someone of the same level, so that the quality and progress of the engagement remain as good as possible.

ART. 05Rights and obligations of the client

1. The client ensures that:
   1. the firm receives all information, documents and data needed to carry out the engagement properly, on time;
   2. all important facts and changes that may affect the engagement — such as a change in policy, organisation or market position — are communicated to the firm as soon as possible, so that the firm can properly take them into account;
   3. the client's employees involved in the engagement have sufficient time to cooperate.
2. The client indemnifies the firm against claims from third parties, including the firm's consultants and employees, who suffer damage as a result of something the client has done or failed to do, or as a result of unsafe situations within the client's business.
3. The client also indemnifies the firm and its consultants and employees against claims from the Dutch Tax Administration (Belastingdienst) or the Employee Insurance Agency (UWV). This applies to everything related to the withholding or payment of taxes and social security contributions, including interest and penalties, arising from the work performed by the firm or its employees.

ART. 06Changes to the engagement

1. If something occurs during the performance of the engagement that was not foreseen at the start, the client and the firm will seek a solution in good consultation. This may mean that the engagement or its content is adjusted.
2. The client understands that a change to the engagement (such as in scope, method or approach) may affect the schedule. If the adjustment results from a request or act of the client, or from circumstances for which the client is responsible, the firm may charge for the additional work at its normal rates. This is then handled as a supplementary or separate engagement.

ART. 07Confidentiality

1. Both parties treat all information from the other party as confidential where it is clear, or ought to be clear, that the information is confidential. Information may only be shared if disclosure is required by law. The party receiving confidential information uses it only for the purpose for which it was provided. Information is always considered confidential if one of the parties has indicated as much. Without the firm's written consent, the client may not share information with others about the firm's approach, working methods or materials.

ART. 08Duration and termination of the engagement

1. The agreement is entered into for one year. After that year, the agreement is automatically extended for an indefinite period, unless it is terminated. The notice period is one month. If the client terminates the agreement within the first year, the contractor may charge for the costs incurred.
2. The client understands that the duration and schedule of the engagement may change due to unforeseen circumstances. This may be caused, for example, by the quality of the information the client supplies or by the availability and commitment of the client's employees.
3. The firm will make every effort to carry out the engagement within the agreed schedule. However, the stated deadlines are not strict or fixed deadlines. Except in the case of intent or gross error on the part of the firm, exceeding the schedule does not give the right to stop or dissolve the engagement, nor any right to compensation.
4. Both parties may terminate the engagement early in writing with a notice period of one month, if one of the parties can demonstrate that performing the engagement has become much more difficult or impossible for important reasons, and completion of the engagement cannot reasonably be required.
5. If the engagement is terminated for any reason, the client must pay in full and on time for all work the firm has carried out up to that point. Invoices already sent remain in force and must be paid immediately upon termination of the engagement.
6. Both parties may terminate the engagement immediately, without judicial intervention, if the other party (a) is declared bankrupt, (b) applies for a suspension of payments, (c) ceases its business or (d) has a substantial part of its assets seized. In that case, the firm is not obliged to refund any money or pay any compensation.

ART. 09Fees and costs

1. Unless otherwise agreed in writing, the firm's work and services are invoiced each month on the basis of the agreed fixed monthly fee.
2. The firm's fees and budgets include all normal costs, such as office costs and travel and accommodation expenses. Third-party costs the firm has to incur for the engagement are passed on to the client on the basis of the corresponding invoices.
3. All prices and fees are exclusive of VAT and other mandatory taxes or levies. If interim changes make an adjustment of the fees or prices necessary, the firm may pass these on to the client.

ART. 10Payment

1. The client pays all of the firm's invoices within 30 days of the invoice date, to the account number indicated by the firm. If a signed direct-debit mandate is in place, the firm may collect the agreed subscription fee automatically each month.
2. If the client does not pay on time or in full, the client is automatically in default, without a reminder being required. The contractor is entitled to impose a penalty equal to the statutory commercial interest rate. If a reminder is sent and payment is still not made after this reminder, the firm may hand the claim over for collection. In that case, the client must also pay all judicial and extrajudicial costs, including the costs of external experts and legal costs.
3. The firm may require full payment or security from the client before commencing its obligations, if the firm believes that the client will not pay on time or in full.

ART. 11Liability

1. The firm and its consultants and employees are only liable for damage that arises directly from an error by the firm in performing the engagement. The maximum liability is the amount the firm has received from the client for the engagement. If the engagement lasts longer than six months, liability is limited to the amount the firm received in the six months prior.
2. The firm is not liable for damage arising from the use of the firm's materials or results. The client indemnifies the firm and its employees against related third-party claims for damages.
3. The client must inform the firm promptly and in writing if there is an error. The notification must clearly describe the problem, so that the firm has the opportunity to resolve it. Only if the firm has not remedied the error after that period can the client claim compensation.
4. The firm is not liable for consequential damage, such as business interruption or other indirect damage resulting from the non-performance or improper performance of the engagement.
5. The limitations of liability do not apply if the firm or its senior management acts with intent or gross negligence.
6. The client must report damage in writing as soon as possible. A claim for damages automatically lapses six months from the moment the damage arose.

ART. 12Intellectual property rights

1. Unless the firm and the client have agreed otherwise in writing, the firm always remains the owner of all rights to the materials. These are rights such as copyrights, design rights and database rights.
2. The firm grants the client permission to use the materials only within its own organisation. This is only permitted once the client has made all payments to the firm.
3. Without the firm's prior written consent, the client may not share, publish or copy the materials beyond the employees directly involved in the engagement. The client may also not use the materials for legal claims, lawsuits, advertising or recruitment.

ART. 13Final provisions

1. For one year after the end of the engagement, neither party will employ staff of the other party who were involved in the engagement, without written consent.
2. If one of the parties cannot meet its obligations due to force majeure, as referred to in Article 6:75 of the Dutch Civil Code, that party must notify the other party immediately. The parties will jointly seek a reasonable solution. If the force majeure lasts longer than three (3) months, both parties may terminate the agreement in writing. Everything already performed is paid for proportionately, without anything further being owed.

ART. 14Applicable law and disputes

1. All arrangements, engagements and agreements to which these terms and conditions apply are governed by Dutch law.
2. If a conflict or disagreement arises between the firm and the client, the parties will first try to reach a solution together. If that fails, the dispute is submitted to the competent court in Amsterdam.