Article 1 General Terms and Conditions

The General Terms and Conditions apply to every offer, quotation and agreement between Rademaker Consulting represented by A.E.M. Rademaker, hereinafter referred to as: " Contractor", and a client to which the Contractor has declared these terms and conditions applicable, to the extent that these terms and conditions have not been explicitly deviated from by the parties in writing, hereinafter referred to as: " Client".

The present terms and conditions shall also apply to the actions of third parties engaged by the Contractor in the context of the assignment.

If one or more provisions of these General Terms and Conditions should at any time be wholly or partially void or voided, the remaining provisions of these General Terms and Conditions shall remain fully applicable. Contractor reserves the right to amend the General Terms and Conditions. In that case, the Contractor and the Client will consult to agree on new provisions to replace the clauses that are null and void or annulled, taking into account, as much as possible, the objective and purport of the original provisions.

Article 2 Applicability
These general terms and conditions shall apply to all assignments between the Contractor and the Client, including future assignments, unless otherwise agreed in writing prior to the establishment of an assignment.

 Article 3 Agreement
An assignment shall be deemed to have been concluded after what has been agreed by
the Contractor has been confirmed in writing or a written offer to that end (by the Contractor) has been accepted by the Client within the period of validity of this offer, or what has been agreed has been confirmed in another manner by parties orally or in writing. If no acceptance period has been set, the offer will always expire after 30 days. The prices given in a quotation or offer are exclusive of VAT and other government taxes, including any costs to be incurred in connection with the agreement. Offers and quotations are without obligation and can be cancelled or changed at any time, as long as they have not yet been accepted by the Client.

Article 4 Contract duration and execution period

The agreement between the Contractor and the Client is entered into for a definite period of time, unless the nature of the agreement indicates otherwise or if the parties explicitly agree otherwise in writing. If a term has been agreed or specified for the performance of certain work or the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Client must therefore give the Contractor written notice of default. Contractor shall perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. Contractor shall be entitled to have certain activities carried out by third parties. The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is explicitly excluded.

If the Agreement is amended, including an addition, then mutual written agreement between Contractor and Client is required regarding the performance, fee and duration. The failure to execute the amended agreement, or failure to execute it immediately, does not constitute an attributable failure on the part of the Contractor and does not give the Client any reason to terminate or cancel the agreement.

Without being in default, Provider can refuse a request to amend the agreement if this could have consequences in a qualitative and / or quantitative sense, for example for the work to be performed or goods to be delivered in that context. If the Client should fail in the proper fulfilment of his obligations towards the Contractor, the Client shall be liable for all losses on the part of the Contractor, whether direct or indirect.

Article 5 Honorarium and surcharge

The honorarium will be charged:

-        Either on the basis of an agreed hourly rate. The fee to be charged on the basis of an hourly rate shall be invoiced monthly in arrears on the basis of a statement of hours;

-        or, if a fixed amount is agreed as the fee, in accordance with the following instalment arrangement: the fee will be charged in instalments in proportion to the progress made. This will be agreed in writing between Client and Contractor prior to the agreement.

-        Deviating and/or additional fee arrangements will be agreed upon in writing in advance.

If the Contractor agrees with the Client on a fixed fee or price, the Contractor is nevertheless entitled to increase this fee or price at any time without the Client being entitled to terminate the Agreement for that reason if the increase in the price is the result of a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds which could not reasonably have been foreseen at the time the Agreement was concluded.

If the increase in price, other than as a result of a change in the agreement, is more than 10% and occurs within three months of the conclusion of the agreement, only the Client shall be entitled to dissolve the agreement by means of a written statement, unless Contractor is still prepared to perform the agreement at the originally agreed amount.

Article 6 Early termination of the agreement

Contractor shall be entitled to suspend the fulfilment of obligations or to dissolve the Agreement if the Client fails to fulfil his obligations arising from the Agreement, or fails to fulfil them in full or in good time, after the Agreement has been concluded or if Contractor becomes aware of circumstances giving good reason to fear that the Client will not fulfil his obligations. This right shall also apply if, upon entering into the Agreement, the Client was requested to provide security for the fulfilment of his obligations under the Agreement and such security is not provided or is insufficient or if, due to a delay on the part of the Client, the Contractor can no longer be required to fulfil the Agreement under the terms originally agreed upon.

Furthermore, the Contractor is entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if other circumstances arise which are of such a nature that the Contractor cannot reasonably be expected to maintain the agreement unaltered.

If the agreement is dissolved, Contractor's claims against the Client shall become immediately due and payable. If the Contractor suspends fulfilment of its obligations, it shall retain its claims under the law and the Agreement.

If the Contractor proceeds with suspension or dissolution, he is in no way whatsoever required to pay compensation for damage and costs arising from this in any manner whatsoever. If the Client is accountable for the dissolution, the Contractor is entitled to demand compensation for the loss, including the costs incurred directly and indirectly as a result.

If the Client fails to fulfil his obligations arising from the agreement and this failure justifies dissolution, the Contractor is entitled to terminate the agreement with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of an attributable failure.

If the agreement is terminated prematurely by the Contractor, the Contractor shall, in consultation with the Client, arrange for the transfer of work still to be performed to third parties.

In the event of liquidation, of (a request for) suspension of payments or bankruptcy, of attachment - if and to the extent that the attachment has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor is free to terminate the agreement at once and with immediate effect, without any obligation on its part to pay any compensation or indemnification. The Contractor's claims against the Client shall, in such case, be immediately due and payable.

Article 7 Force majeure
The Contractor shall not be obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and for which he cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.

In these general terms and conditions, force majeure shall be understood, in addition to its meaning in law and legal precedent, as all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any control, but which prevent the Contractor from fulfilling its obligations. This includes strikes at the company of the Contractor or third parties. In addition, force majeure applies to the inability to perform work due to illness. If a pandemic or epidemic arises and Contractor is unable to perform work due to illness or measures imposed by the government. Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the contract occurs after Contractor should have fulfilled its obligation.

The Contractor may suspend its obligations under the Agreement during the period of force majeure. If this period lasts longer than 30 days, each of the parties shall be entitled to dissolve the agreement without any obligation to pay damages to the other party.

Insofar as the Contractor has already partially fulfilled its obligations arising from the Agreement or will be able to fulfil them at the time when Force Majeure arises, and insofar as independent value can be attributed to the part fulfilled or to be fulfilled respectively, Contractor shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 8 Payments

Payment shall always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor and in the currency in which the invoice was made, unless indicated otherwise by the Contractor in writing.

The Contractor is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest at the statutory rate. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount owed.

The Contractor shall be entitled to have the payments made by the Client first used to settle costs, then to settle the accrued interest and finally to settle the principal sum and the current interest. The Contractor may, without thereby falling into default, refuse an offer of payment if the Client indicates a different sequence for the allocation of the payment. Contractor may refuse full repayment of the principal sum if this does not include the interest still due, the current interest and the collection costs.

The Client shall never be entitled to set off the amount he owes to the contractor. Any objections to the amount of an invoice do not suspend the payment obligation. Nor is the Client who is not entitled to invoke Section 6.5.3 (Sections 231 through 247 of Book 6 of the Dutch Civil Code) entitled to suspend payment of an invoice for any other reason.

If the Client is in default or breach of contract in the (timely) fulfilment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 9 Liability

Any liability of the Contractor arising from or related to the work performed by the Contractor shall be limited to a maximum of the amount of the assignment given and to direct damage. Direct damage is understood to mean exclusively

- the reasonable costs which the Client would have to incur to make the Contractor's performance conform to the Agreement. This damage will not be compensated if Client has dissolved the agreement;

- the reasonable costs incurred to establish the cause and extent of the damage, to the extent that such establishment relates to direct damage within the meaning of these general terms and conditions

- the reasonable costs incurred to prevent or limit the damage, insofar as Client demonstrates that these costs have resulted in a limitation of the direct damage within the meaning of these Terms and Conditions.

The limitation of liability described in this article shall not apply to intent or gross negligence on the part of the Contractor and its subordinates. The Contractor is not liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.

Each (legal) claim for compensation lapses one year after the date on which the Client became aware of the (possible) damage and of the Contractor's (possible) liability for it. Each (legal) claim for compensation that is submitted to Contractor later than one year after the date on which it was reported will be inadmissible.

Article 10 Indemnity

The Client shall indemnify the Contractor against any claims from third parties who suffer damage in connection with the fulfilment of the agreement and whose cause is attributable to parties other than the Contractor. Should Contractor be held liable by third parties for this reason, Client shall assist Contractor at law and otherwise and immediately do everything that may be expected of him in such case. If the Client fails to take adequate measures, the Contractor is entitled to do so itself, without any notice of default being required. All costs and damage incurred by the Contractor and third parties as a result will be borne in full by the Client..

Article 11 IP and privacy

The Contractor reserves the rights and powers vested in him pursuant to the Dutch Copyright Act (Auteurswet) and other laws and regulations relating to intellectual property rights / IP rights and IP regulations. The Contractor is obliged to maintain confidentiality vis-à-vis third parties. Information provided by the Client in the context of the assignment shall not be used by the Contractor for any purpose other than that for which it was provided. The Contractor is entitled to use the knowledge acquired by it in the fulfilment of an Agreement for other purposes, to the extent that no strictly confidential information of the Client is disclosed to third parties in the process.

Article 12 Applicable law and litigation
All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

The court in the Contractor's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court which has jurisdiction according to the law, unless alternative dispute resolution such as mediation has been agreed between the parties.

The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 13 Final clauses

The latest version or the version in force at the time the legal relationship with the Contractor was established shall always apply.

The Contractor is entitled to amend these general terms and conditions during an ongoing assignment. The Client shall at all times be informed of any changes, after which the changed conditions shall apply for the remainder of the assignment.

The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.