Terms & Conditions

1.1 Service Provider shall provide the Services to Customer in accordance with the Services Agreement and as specified in the Services Annex, where applicable.

1.2 Customer will provide any reasonable assistance and/or information which the Service Provider may need or require to properly perform the Services as stated in the Services Agreement. The Customer guarantees to the best of its ability and knowledge that any information provided by it is correct, complete and not misleading. The Service Provider is not required to and has no obligation to verify the correctness of any information that is provided by the Customer.

1.3 The Services shall be completed as per the terms of the Agreement. Renewal of the services outlined within the terms of the Agreement will only occur after acceptance by the Customer of new quote/s as received from the Service Provider.

1.4 The Services will be deemed completed at the Final delivery date of Services as stated in the Services Agreement and/or any extension to the same.

1.5 No modification or variation of this Agreement shall be valid without a written request and, where applicable, acceptance of further quotes by the Customer.

2.1 Customer shall pay to Service Provider the fixed Price for the Services as agreed at acceptance of the final quote.

2.2 Under the terms of this agreement no extra charges or fees can be applied by the Service Provider and Customer has no obligation to pay any additional reimbursement in excess of the fixed Price as stated in the Services Agreement unless agreed prior to the final date.

2.2a Out of hours ‘crisis communications’ are costed separately at x2 the quoted fee pro rata.

2.3 Customer shall pay any/all invoices for the Services within 30 days of receipt.

2.4 After 30 days, compounded interest of 3% on top of fee every 14 days of non-payment.

3.1 This Agreement and all connected rights and obligations shall be governed by and construed in accordance with Dutch law.

3.2 Parties warrant and undertake that (i) they will duly observe their respective obligations under all applicable Data Protection, Confidentiality and Intellectual Property laws and (ii) any personal data or intellectual property (being any data or intellectual property that can be related or connected to an individual) provided by the other Party (Personal Data or Intellectual Property) will be handled with care, in a confidential manner and in accordance with applicable laws.

3.3 Any and all disputes arising in connection with this Agreement are finally settled in accordance with the rules of the Netherlands Arbitration Institute, also in case more than two parties are involved in such dispute. The arbitral tribunal shall be composed of three arbitrators appointed in accordance with the said rules. The place of arbitration is Amsterdam and arbitration proceedings are to be conducted in the English language. The arbitral tribunal shall decide in accordance with the rules of law.

4.1 In the event that a Party breaches or fails to perform any of the terms or conditions of this Agreement, such Party shall not be liable for any damages incurred by the other Party as a result of such breach or failure, if such breach or failure to perform is caused by circumstances beyond the control of such Party.

4.2 The risk of among others, goods, property, equipment, installations and materials of the Customer to which, with which or in connection with which work is performed shall be for Customer, also if all these are located in or on buildings or premises of Service Provider or if Service Provider retains possession of these.

4.3 If Service Provider is liable for any damages pursuant to this Agreement, the liability will be limited to no more than: (i) the sum which is actually paid by Service Provider’s insurance, or (at the discretion of Service Provider), (ii) the sum of twice the invoiced amount for the Services giving rise to the claim, with a maximum of EUR 10,000 in case of property damage and EUR 50,000 in case of personal injury. In case of both property damage and personal injury, only the maximum amount of EUR 50,000 is applicable.

5.1 The Services Agreement shall commence on the Effective Date after execution of the agreement by both Parties. This Agreement is concluded at the Final delivery date of Services.

5.2 A Party is entitled to terminate or rescind this Agreement within 2 days of the Effective Date if the other Party breaches one or more of its obligations under this Agreement in a material fashion and if such breach is not remedied within 2 days of the Effective Date.