General delivery conditions

General delivery conditions as registered with the Chamber of Commerce of The Hague

These ‘General conditions for provision of services’ are applicable to all legal relations between Schuttelaar & Partners, Consultancy Firm for Public Communication BV (service provider, hereafter Schuttelaar & Partners) and a third party (instructing party) that gives Schuttelaar & Partners an assignment for certain activities to be carried out by Schuttelaar & Partners.

The scope of the assignment is determined by the description of activities listed in the offer, including any modifications subsequently applied in consultation.
Modifications, additions and/or extensions to the assignment, or derogations from the General Conditions, are only binding after they have been agreed upon between the parties in writing.

Schuttelaar & Partners implements a best efforts obligation with regard to the assignment. This means that Schuttelaar & Partners carries out the advisory services and other assignments to be performed to the best of its knowledge and ability, in accordance with the requirements of good workmanship.
The instructing party is obliged to provide all its available relevant data and will seek to take into account requests for additional data on the part of Schuttelaar & Partners to the best of its ability.
Schuttelaar & Partners reserves the right, unless otherwise agreed in writing, to make modifications in the team carrying out the assignment, without prejudice to its responsibility for the quality of performance of the assignment. The instructing party will be informed of such modifications.
Stated delivery times and other data will in no way be regarded as absolute deadlines in the absence of express written agreement to the contrary. In the event of failure to deliver in due time, or as the case may be failure to perform in due time, Schuttelaar & Partners must be formally notified of default in writing and a reasonable period must be established within which Schuttelaar & Partners can still fulfil the agreed upon assignment.

Schuttelaar & Partners will not share information on the assignment with third parties without permission from the instructing party.
An obligation to maintain confidentiality holds on the part of Schuttelaar & Partners for data from the instructing party that Schuttelaar & Partners becomes aware of in performance of the assignment and that are expressly considered confidential by the instructing party.
This obligation to maintain confidentiality is not applicable:

– to data already in the possession of Schuttelaar & Partners at the time that the data are reported to Schuttelaar & Partners;

– to data that are, or as the case may be, become, generally known, when this is not the consequence of any action attributable to Schuttelaar & Partners;

– to data that are legitimately obtained by Schuttelaar & Partners from a third party or through research of Schuttelaar & Partners, when no use therein is made of data provided by the instructing party.
The instructing party will not inform third parties of the working methods of Schuttelaar & Partners, its operating procedures, and the models, software, etc., used without permission from Schuttelaar & Partners.

Schuttelaar & Partners maintains copyright to all the products it has produced, unless specified otherwise in the assignment.
In publications (such as folders and brochures) produced by Schuttelaar & Partners for external use on assignment from third parties, author reference is to be made to Schuttelaar & Partners, unless specified otherwise in the assignment.

Payment for the activities carried out by Schuttelaar & Partners is made on the basis of charges for the hours devoted to the assignment, according to the rate specified in the offer. Amounts are specified exclusive of VAT. The amounts declared include travel and office expenses, unless otherwise specified.
If no offer exists, the customary rates will be charged.
Fees and expenses are charged monthly. Payment is to be made within 30 days after invoicing.
After that due date, the statutory interest increased by 2% is charged, without a requirement for formal notification of default. If payment does not occur, Schuttelaar & Partners can suspend further performance of the assignment. If the instructing party fails to act or in another way neglects fulfilment one of his obligations, it is chargeable for all reasonable expenses in settlement of its account, judicial as well as extrajudicial.

On the basis of among other things the advisory nature of the activities of Schuttelaar & Partners and the aspects of subjective judgment that frequently play a role in this, Schuttelaar & Partners declines liability with regard to the assignments it carries out, aside from that resulting from fraud or serious misconduct on the part of its managerial staff. Schuttelaar & Partners is in no way liable for indirect damage, including damage to business, consequential loss, loss of profit, and/or damage from business stagnation.
Should, notwithstanding the limitation of liability contained in Article 17, any liability rest on Schuttelaar & Partners, this liability is in any event limited to the amount of the fees that Schuttelaar & Partners has received for its activities in the framework of that assignment. For assignments with duration longer than half a year, a further limitation of the herein intended liability to a maximum of the declared expenses for the most recent six months holds.

The liability of Schuttelaar & Partners for timely delivery of the agreed upon work does not apply if Schuttelaar & Partners is not capable of fulfilling its obligations through force majeure. Force majeure is understood to include any circumstance that Schuttelaar & Partners could not reasonably have avoided, or as the case may be prevented, and due to which normal performance of the agreement concluded with the instructing party is impeded. Temporary force majeure does not give the client the right to claim dissolution of the agreement.
In the event that performance of the agreement on the part of Schuttelaar & Partners is hindered as a consequence of force majeure, Schuttelaar & Partners is entitled to either suspend performance of the agreement for at most three months or to wholly or partially dissolve the agreement without legal intervention and without Schuttelaar & Partners being bound to any compensation for damages. During the suspension Schuttelaar & Partners is authorised, and at the end Schuttelaar & Partners is required, to choose either performance or whole or partial dissolution of the agreement.

Dutch law is exclusively applicable to this agreement.

The court of jurisdiction in The Hague has exclusive jurisdiction to hear all disputes between Schuttelaar & Partners and the instructing party.

If no exclusivity requirement has been agreed upon, Schuttelaar & Partners reserves the right to carry out assignments for other businesses and organisations.

This text is a translation of the official Dutch version. In case of any dissimilarity, the Dutch version prevails.