Ruleworks B.V. (“Ruleworks”) maintains the following general terms and conditions. This concerns an English translation of the Dutch terms and conditions. In case of discrepancies between the English version and the Dutch version, the Dutch version prevails.
Applicability
- These terms and conditions apply to any assignment from a client (“Client“) to – and oth-er services provided by – Ruleworks.
- Deviation from these general terms and conditions may only be made in writing.
Legal relationship
- All assignments and other services are accepted and performed exclusively by Rule-works, regardless of any other intent. Sections 7:404 (assignment with a view to person) and 7:407(2) of the Dutch Civil Code (joint and several liability of multiple contractors) do not apply.
- Third parties cannot derive any rights from the services provided by Ruleworks to a Cli-ent.
Fee and billing
- Unless otherwise agreed, Ruleworks will bill based on time worked at the applicable hour-ly rates, plus expenses incurred in the execution of an assignment.
- Ruleworks invoices on a monthly basis. Payment of Ruleworks’ invoices must be made within 14 (fourteen) days of the invoice date, without any right of setoff or suspension
Liability
- An error or carelessness in Ruleworks’ services can only result in Ruleworks’ liability. This liability is limited to the amount paid in connection therewith under the (professional) liability insurance taken out by Ruleworks, plus the excess under that insurance.
- If the insurer does not pay out, Ruleworks’ total liability is limited to a maximum of the amount of fees charged to the Client in the previous 4 (four) months, with a maximum of EUR 20,000 (twenty thousand euros).
- All rights of action – including with respect to damages – against Ruleworks in connection with its work expire one year after the day the Client became aware or could reasonably have become aware of the existence of these rights of action or damages and Ruleworks’ possible liability for them. In all cases, rights of action expire two years after the work was performed by or on behalf of Ruleworks.
- Persons affiliated with Ruleworks shall in no event be liable. The term “persons affiliated with Ruleworks” includes all former, present and future (a) direct or indirect shareholders of Ruleworks (“partners”), (b) group, holding, operating, pension or other related entities of Ruleworks or its partners and (c) employees, consultants, directors, trainees, tempo-rary workers and freelancers. Persons affiliated with Ruleworks (as well as their legal successors) may also rely on these terms and conditions.
- The Client indemnifies Ruleworks and persons associated with Ruleworks against all claims by third parties for which Ruleworks’ liability is limited in Articles 7, 8 and 9. This indemnification also includes related costs.
Engagement of third parties
- Ruleworks may engage a third party on behalf of the Client on the terms and conditions set by such third party. Ruleworks may accept those terms and conditions, including any limitation of liability, on behalf of the Client. Ruleworks shall not be liable for any failure of that third party.
Data Protection
- All electronic communications, including e-mail, shall be deemed to be in writing. Rule-works uses digital communications, data storage and cloud computing services in the course of its business and is not liable for any damages resulting from their use.
- Ruleworks processes personal data of its Clients and persons working there for optimal service and in fulfillment of legal obligations. For more information, see www.ruleworks.nl/privacystatement.
- Ruleworks retains electronic or paper files for a minimum of seven years after the last substantive communication with the Client in the matter in question. At the end of this pe-riod, Ruleworks may destroy these files.
Professional rules and compliance
- The work of the attorneys associated with Ruleworks is subject to professional rules and Ruleworks’ office complaints procedure. For the grievance procedure, see www.ruleworks.nl/klachtenregeling/.
- Ruleworks will comply with any reporting or disclosure obligation that applies or becomes applicable to it. For example, Ruleworks is required by law to establish the identity of its Clients and to report unusual transactions to the authorities without informing the Client.
- Client undertakes to provide Ruleworks with all information and documents it requests in order to comply with its obligations under applicable laws and regulations, its internal pol-icies and procedures.
Termination of assignment
- Client may terminate the assignment at any time, without prejudice to the obligation to pay the fees and expenses due up to that time. Ruleworks may terminate the assignment sub-ject to fourteen days’ notice, or with immediate effect if Client fails to pay a bill in a timely manner. Termination can only take place by written notice.
Choice of law and forum
- All legal relationships with Ruleworks are governed by Dutch law.
- Disputes in the first instance shall be submitted exclusively to the District Court of Rot-terdam.
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