Terms and Conditions

Article 1, General

1.1 The following definitions apply under these general terms and conditions:

Services: the consultancy activities

Order Confirmation: the document specifying scope, timeline, and price

Contractor: Not Secondary

Client: The contractual counterparty of Not Secondary

1.2 These terms and conditions apply to all offers made by the Contractor, to all agreements entered into by the Contractor, and to all agreements that may result therefrom.

1.3 The Contractor expressly rejects the applicability of any general terms and conditions of the Client.

Article 2, Offer and Formation of Agreement

2.1 An agreement is formed when the Contractor sends a written confirmation of the Client's order or assignment. Based on offer and acceptance.

2.2 All offers made by the Contractor are without obligation, unless expressly agreed otherwise.

2.3 If the Client provides data to the Contractor, the Contractor may assume the accuracy and completeness of such data and will base its offer accordingly.

Article 3, Price

The Contractor is entitled to increase the agreed price during the term of the agreement if and to the extent that unforeseen cost-increasing circumstances (such as VAT/taxes) arise after the conclusion of the agreement or after the submission of the offer. The Contractor is additionally entitled to index rates on an annual basis.

Article 4, Advice

Advice provided by the Contractor is based on information supplied by the Client and the agreed assignment. No rights may be derived from advice outside the context of the specific assignment for which it was provided.

Article 4a, Role and Responsibility

The Contractor's services consist of advisory and guidance activities based on expertise and experience. The Contractor has a best-efforts obligation and not an obligation to achieve a specific result.

Decisions regarding the introduction, amendment, or termination of benefits, policies, or arrangements rest at all times with the Client.

The Client remains responsible for the legal, tax, employment law, and organisational assessment and implementation of advice, unless expressly agreed otherwise in writing.

The Contractor is not liable for the consequences of decisions made by the Client based on the advice provided.

Article 5, Intellectual Property

5.1 The Contractor retains at all times all rights to plans, documents, images, drawings, software, and/or related information and know-how created by it.

5.2 The items referred to in the preceding paragraph may not, without the written consent of the Contractor, be copied in whole or in part, nor shown, handed over, or otherwise disclosed to third parties, nor used or made available by the Client other than for the purpose for which they were provided by the Contractor.

5.3 The Client indemnifies the Contractor against infringements of intellectual property rights of third parties.

Article 6, Payment Terms

6.1 Unless otherwise agreed, the following payment arrangement applies: payment within 30 days of the (partial) invoice date.

6.2 The Client's right to set off claims against the Contractor is expressly excluded, unless the Contractor becomes bankrupt. The full payment obligation becomes immediately due and payable if:

• a payment term has been exceeded;
• the Client is bankrupt or has been granted a suspension of payments;
• the Client, as a company, is dissolved or liquidated;
• the Client, as a natural person, is placed under guardianship or dies.

6.3 If payment has not been made within the agreed period of 30 days, statutory interest shall accrue without the requirement of a notice of default.

6.4 Interest on commercial transactions: The interest due on commercial transactions equals the statutory commercial interest rate as established in accordance with the Dutch Civil Code (Articles 6:119a and 120(2) DCC).

6.5 If payment has not been made within the agreed term, the Client shall owe the Contractor all extrajudicial collection costs.

6.6 If the extrajudicial costs actually incurred exceed the above calculation, the costs actually incurred shall be payable by the Client.

6.7 If the Contractor prevails in legal proceedings, all legal costs incurred in connection with those proceedings shall be borne by the Client.

Article 7, Non-Performance of the Assignment

7.1 The Contractor has the right to suspend the agreed work if it is temporarily prevented from fulfilling its obligations due to circumstances beyond its sphere of influence or of which it was not, or could not have been, aware at the time of concluding the agreement.

7.2 Failures by suppliers, strikes and work stoppages, weather conditions, theft, or other forms of loss of materials shall in any case constitute circumstances as referred to in the preceding paragraph.

7.3 If performance becomes permanently impossible, the agreement may be dissolved with respect to the part not yet performed. In that case, the Client shall have no right to compensation for damages suffered as a result of the dissolution.

7.4 If the Client is responsible for the inability to complete the assignment (for example, due to insufficient cooperation, failure to provide necessary data in a timely manner, or other actions that impede progress), the Contractor has the right to invoice the hours and costs already incurred, plus a reasonable fee for reserved capacity.

Article 7A, Use of Third Parties (Subcontractors)

7A.1 The Contractor has the right to engage third parties (subcontractors) for the performance of the agreed services, provided that such third parties comply with the same obligations and conditions set out in this agreement.

7A.2 The Contractor shall, however, remain responsible at all times for the correct performance of the agreement and for compliance with its terms by such third parties.

7A.3 The Client will be informed in advance if third parties are to be involved in the performance of the work.

Article 8, Changes to the Assignment

8.1 If the scope of the assignment given to the Contractor changes for any reason after the conclusion of the relevant agreement, the Contractor is entitled to charge the Client for any additional work.

8.2 The Client is free to pause the assignment at any time, subject to a two-week prior notice requirement and in mutual consultation with the Contractor.

8.3 Mutual consultation, as referred to in Article 8.2, means that both the Contractor and the Client have a clear understanding of the nature of the pause and the next steps to be taken in the execution of the assignment.

8.4 If an important stakeholder, for example within HR, is replaced during the execution of the assignment and this leads to delays, additional costs may arise for bringing the new person up to speed. These costs, such as additional hours to update the new stakeholder, shall in that case be borne by the Client. The Contractor will of course endeavour to keep the impact of such delays to a minimum.

Article 9, Dissolution

9.1 If the Client fails to fulfil, fails to fulfil properly, or fails to fulfil on time any obligation arising from the agreement concluded with the Contractor, or in the event of the Client's bankruptcy, suspension of payments, guardianship, or the cessation or liquidation of its business, the Contractor is entitled to dissolve the agreement in whole or in part, or to suspend the (further) performance of the agreement. In such cases, the Contractor is also entitled to demand immediate fulfilment of any amounts owed.

9.2 The foregoing is without prejudice to the other rights of the Contractor, including the right to compensation for damages suffered as a result of the dissolution.

9.3 In the event of a dissolution as referred to in the first paragraph, the Contractor shall never be obliged to pay any compensation to the Client.

9.4 If the Client prevents proper performance by the Contractor even after a notice of default, the Contractor has the right to dissolve the agreement.

9.5 Circumstances that constitute a force majeure situation for the Contractor include in any case: acts, except those involving intent or gross negligence, of persons engaged by the Contractor in the performance of the obligation; and the unsuitability of items used by the Contractor in the performance of the obligation.

9.6 Even in the event of dissolution by mutual consent, the Contractor retains its right to compensation for damages suffered as a result of the dissolution.

9.7 Both the Client and the Contractor may terminate the agreement subject to a notice period of 1 month, which must be confirmed in writing to the other party.

Article 10, Cancellation Policy

10.1 In the event of cancellation by the Client, the following rates will be charged:

• 1 week before the start date: the full amount as agreed in the order confirmation.
• 1 month to 2 weeks before the start date: half the amount as agreed in the order confirmation.
• More than 1 month before the start date: only the costs incurred up to that point.

Article 11, Complaints and Claims

11.1 Complaints must be submitted in writing as soon as possible, but no later than 7 days after delivery, or, in the case of non-visible defects, within 7 days of the defects reasonably being able to have been identified.

11.2 Claims and defences based on facts that would justify the assertion that the delivered item does not conform to the agreement shall become time-barred after 1 year from delivery.

Article 12, Complaints and Appeals Procedure

12.1 In the event of (alleged) non-performance, a meeting shall take place between the Client and the Contractor to resolve the issue.

12.2 If this meeting does not result in a satisfactory outcome, the Client may submit their complaint in writing within 1-2 weeks of the initial meeting. The complaint will be responded to in writing within 2 weeks.

12.3 As a final recourse, the matter may be referred to the civil courts.

12.4 A complaint will at all times be handled by the Contractor in strict confidence.

12.5 Complaints and their handling are recorded by the Contractor and retained for a period of 2 years.

Article 13, Liability

13.1 The Contractor is only liable for damages suffered by the Client that are the direct and exclusive result of a shortcoming attributable to the Contractor, provided that only those damages are eligible for compensation against which the Contractor is insured, or against which it reasonably should have been insured in accordance with industry standards. The following limitations must be observed.

13.2a Business damages, loss of income, and the like, regardless of cause, are not eligible for compensation.

13.2b The Contractor is never liable for damages caused by the intent or gross negligence of third parties.

13.2c The damages to be compensated by the Contractor shall be reduced if the price paid by the Client is low in proportion to the extent of the damages suffered by the Client.

13.2d The liability of the Contractor is in all cases limited to the lower of the amount paid out by the Contractor's insurer or twice the contract sum of the relevant assignment.

13.3 The Contractor holds a professional and public liability insurance policy through De Verzekeringswinkel with Sirius Pro, policy number 236813. The Contractor is insured under this policy for a maximum amount of €500,000 per claim, per year.

Article 14, Confidentiality

14.1 The Contractor and the Client undertake to keep strictly confidential all confidential information provided to them during the performance of the assignment and not to disclose it to third parties without the consent of the other party.

14.2 This obligation also applies to employees, advisors, and/or other third parties involved in the performance of the agreement.

14.3 The obligations under this article remain in force after termination of the agreement.

Article 15, Data Protection and Privacy

15.1 The parties process personal data in the context of the performance of the agreement in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR).

15.2 To the extent that the Contractor processes personal data on behalf of the Client in the course of the consultancy activities, the parties shall act as processor and controller respectively.

15.3 In that case, if required by law, the parties shall enter into a separate data processing agreement setting out arrangements regarding the processing, security, and confidentiality of personal data.

15.4 The Contractor shall only process personal data to the extent necessary for the performance of the assignment and shall implement appropriate technical and organisational measures to protect such data.

Article 16, Applicable Law

16.1 Dutch law applies.