GENERAL TERMS AND CONDITIONS OF PRJCT WRKS B.V.

These general terms and conditions apply to all agreements between PRJCT WRKS B.V., hereinafter called: “PRJCT WRKS”, and the customer(s), including additional and follow-up agreements. Not only PRJCT WRKS, but also its directors and employees who are employed by it can invoke these general terms and conditions. All agreements are deemed to have only been made with PRJCT WRKS. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.

  1. An agreement is made by the written confirmation of PRJCT WRKS or the customer(s) or if PRJCT WRKS has started with the execution of the work.
  2. In the execution of its work PRJCT WRKS functions as an advisor and/or mediator for the customer. PRJCT WRKS has the right, in the framework of a good or timely performance of the agreement, to have certain work carried out by third parties. PRJCT WRKS will pass on the related costs to the customer.  Assignments granted to PRJCT WRKS only lead to an obligation of endeavours on the part of PRJCT WRKS and never to liability to the customer or implementing parties. PRJCT WRKS is never bound to perform any obligation if it is prevented from doing so as a result of a circumstance which is not its fault.
  3. The customer shall ensure that all relevant details which PRJCT WRKS needs for the proper performance of the agreement is furnished to PRJCT WRKS in time. The customer guarantees the accuracy of the details furnished to PRJCT WRKS. PRJCT WRKS is never liable for loss, of any nature whatsoever, as a result of inaccurate and/or incomplete details furnished by or on behalf of the customer and the customer indemnifies PRJCT WRKS against all claims of third parties ensuing therefrom.
  4. The performance of the agreement shall exclusively be affected on behalf of the customer. Third parties cannot derive any rights therefrom and PRJCT WRKS is never liable for any loss of third parties and the customer indemnifies PRJCT WRKS against any claims of third parties which are connected with the performance of the agreement.
  5. The agreement between PRJCT WRKS and the customer is open-ended, except in so far as a fixed term has been agreed. An open-ended agreement can be terminated by written notice by the customer and by PRJCT WRKS subject to a notice period of 2 months. A fixed-term agreement or a specific project cannot be terminated in the interim. If a fixed-term agreement is not terminated, it shall be continued for the same term as the original term and the related passing on of costs by PRJCT WRKS.
  6. PRJCT WRKS shall perform the agreement to the best of its insight and ability. The customer must report complaints regarding the work carried out to PRJCT WRKS in writing within at latest 8 days after they have been determined, with the most detailed possible description of the shortcoming. If the complaints have been filed within this time limit and are valid PRJCT WRKS shall, if possible, carry out the work as agreed, and the customer shall give PRJCT WRKS the opportunity to do so.
  7. The liability of PRJCT WRKS and of its directors, its employees and the third parties engaged by PRJCT WRKS in the performance of the agreement, is at all times limited to the direct loss as a result of serious attributable shortcomings in the performance of the agreement. Direct loss exclusively means: (a) reasonable costs made to prevent or limit loss, in so far as the customer demonstrates that these costs have led to limitation of direct loss, (b) reasonable costs to determine loss and liability and (c) reasonable costs made to have the faulty performance of PRJCT WRKS comply with the agreement, unless these cannot be attributed to PRJCT WRKS. The liability of PRJCT WRKS and of its directors, its employees and the third parties engaged by PRJCT WRKS in the performance of the agreement shall in no case go further than the fee which the customer has already paid PRJCT WRKS for the relevant service, not including VAT. Any liability for indirect loss, including – but not exclusively – consequential loss, lost profit, reduced goodwill, lost savings and loss due to business stagnation, as well as the liability for loss as a result of a failure of the customer is excluded.
  8. The agreed fee or commission is exclusive of VAT and expenses. Payment by the customer must, without any set-off or suspension, be affected within 30 days after the invoice date. In the event of late payment, the customer shall automatically be in default, without the need for further notice of default. In the event of assignments with a term of more than 6 months PRJCT WRKS shall invoice monthly, unless otherwise agreed in writing. The customer shall owe interest of 2.5% per week amounts not paid in time. All costs connected with the debt collection, including – but not exclusively – the legal advisers’ fee, are fully at the customer’s expense. Advances which have been paid shall be set off against the final invoice. If a success bonus has been agreed, this shall also be owing if: (a) the agreement is not realised in accordance with the original plan, but the customer’s goals are achieved in a comparable manner or (b) within a term of one year after termination of the agreement a transaction is effected on the basis of advice given by PRJCT WRKS and/or with a candidate and/or financier presented by PRJCT WRKS. In the event of liquidation, bankruptcy or moratorium on payment of the customer or attachment of property of the customer, PRJCT WRKS’ claims on the customer shall be immediately due in full. In so far as a fixed price has been agreed for the provision of specific services and the provision of services leads to extra work, which cannot reasonably be deemed to be included in the fixed price, PRJCT WRKS shall inform the customer in due time as to the financial consequences.
  9. The customer is aware and accepts that PRJCT WRKS on the basis of the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft), and the related decisions, is obliged to report unusual transactions described in those regulations to the relevant authorities. The customer is aware and accepts that PRJCT WRKS can be obliged to identify the customer and the customer shall fully cooperate in this respect.
  10. If any clause forming part of these general terms and conditions or of the agreement made between the customer and PRJCT WRKS is void or is voided, the agreement shall remain in effect for the rest and after consultation between the parties the relevant clause shall immediately be replaced by a clause which approximates the scope of the original clause as much as possible.
  11. The legal relationship between PRJCT WRKS and the customer is governed by Dutch law. The court in Amsterdam has exclusive jurisdiction to hear and determine any dispute between PRJCT WRKS and the customer, unless a Cantonal sector other than the Amsterdam Canton has jurisdiction to hear and determine the dispute.

PRJCT WRKS B.V.  – VAT number: NL858349188B01. – Chamber of Commerce: 70506434