General Terms and Conditions N&K Profit B.V.
1. All stipulations included in these General Terms and Conditions apply to all agreements between the N&K Profit B.V. (hereinafter referred to as Contractor) and others (hereinafter referred to as Client)
2. Any assignment is, with the express exclusion of Section 404 and 407(2) of Book 7 of Netherlands Civil Code, accepted and will be carried out by Contractor, even if it is the express or implied intention that an instruction will be carried out by a specific person.
3. It shall be the duty of the Client to pay the Contractor a deposit of 50% of the offer for all assignments that he carries out independently. In case the assignment is to be carried out in collaboration with the third party, the full invoice amount 100% must be paid by the Client. The Client may withdraw from the contract but is only entitled to after the total amount (100%) of the invoice has been paid.
4. If Contractor is liable for damages to persons or property, or if in the course of an assignment an event occurs that could lead to any liability on the part of Contractor, such liability is limited to the amount that is paid out in that specific case under the insurance of Contractor, increased by the amount of the applicable deductible.
5. If for whatever reason, no amount is paid out under the abovementioned insurance, the liability of Contractor shall be limited to the lowest of i) the total fees charged by Contractor to the Commissioning Party (“Client”) in the calendar year in which the liability occurred or ii) the total amount of fees charged to the Client which are directly related to services provided in lieu of the occurred liability.
6. The Contractor guarantees to treat Client’s personal data and confidential information with due care and according to the Personal Data Protection Act.
7. In the event of a Client being less than satisfied with Contractor service provision, he(it) shall notify Contractor accordingly at his (its) earliest opportunity but in any event within a maximum six(6) week term of the date as at which he (it) originally enlisted Contractor’s services. Any Complaint having been submitted accordingly which is not subsequently resolved to the Client’s satisfaction shall prompt the Client to bring legal proceedings against Contractor within the next twelve month, on expiry of which term the Client shall be deemed to have forfeited the relevant right to litigate. The process of handling the Complaint shall not affect or diminish the Client’s liability for settling up Contractor’s outstanding invoice(s), in that the Client shall altogether lack entitlement vis-à-vis Contractor to reply on deferral or set-off of payment.
8. Contractor shall, where reasonable grounds exist, consult with Client when involving third parties and shall exercise the necessary care when selecting third parties. Contractor shall not be held liable for the shortcomings of these third parties and is authorized to accept any (general) terms and conditions including any possible limitation of liability with regard to the third parties that it has involved without prior consultation.
9. All stipulations in these General Terms and Conditions have been created for the benefit of not only Contractor but include amongst others (and are not limited to) shareholders, directors, supervisory directors and all persons working for Contractor all persons engaged by Contractor in relation to the carrying out of any instruction and all persons for whose acts or omissions Contractor might be held liable.
10. The Client indemnifies Contractor against all third-parties claims that arise from or are in any way connected to the instruction from the Client and/or the services performed for the Client. This indemnification includes the costs of legal aid. Third parties include among other (but are not limited to) shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities.
11. The legal relationship between Contractor and the Client, as well as between Contractor and all those that make use of Contractor’s services, is exclusively subjected to Dutch law. Disputes shall be settled exclusively by the court that has jurisdiction in Amsterdam.
12. If the Client is not satisfied with the services provided by Contractor, or with the invoice for providing these services, the Client can express that dissatisfaction within 30 days, counting from the day after the invoice date.
13. The Client shall be under the obligation without any suspension, deduction or set-off and with due observance of the agreed term of payment as stipulated in the relevant invoice(s) to settle up such amount(s) as Contractor has raised (an) invoice(s) for. The Client’s failure to comply with the relevant term(s) of payment shall cause him (it) ipso jure to lapse into non-performance. The Client shall be under the obligation to compensate Contractor for the commercial (debit) interest accruing on the outstanding amount(s) at the statutorily prescribed rate, as well as having to reimburse Contractor for any extrajudicial collection costs the latter may end up incurring in the relevant context.
14. These General Terms and Conditions have been drawn up in Dutch, Russian en English. The Dutch version shall be binding.