Terms and Conditions
These general terms and conditions apply to all services and/or work performed on the basis of an assignment agreement with Cooperate Green B.V.
Article 1 – Definitions
a. Documents: all information or data made available by the Client to the Contractor, whether or not contained on material or immaterial carriers including, but not limited to: paper, CD-ROMs, hard disks, USB sticks, other digital data carriers, e-mail and digital environments, whether or not hosted by third parties, as well as all data produced or collected by the Contractor in the context of the execution of the order/agreement, whether or not contained on material or immaterial carriers including, but not limited to: paper, CD-ROMs, hard disks, USB sticks, other digital data carriers, e-mail and digital environments, whether or not housed with third parties as well as all other information of any relevance to the execution or completion of the order, whether or not contained on tangible or intangible carriers.
b. Employee: a natural person employed by or affiliated with the Contractor whether or not under an employment contract.
c. Assignment/Agreement: the assignment agreement, whereby the Contractor undertakes to the Client to perform certain work.
d. Client: the natural person or legal entity and/or joint ventures thereof, who has given the Contractor an assignment to perform services or has given the assignment to perform work.
e. Contractor: the entity that concludes the assignment agreement and applies these General Terms and Conditions. All assignments shall be accepted and performed exclusively by a company affiliated with Cooperate Green B.V., not by or on behalf of any individual employee, regardless of whether the Client has granted the assignment expressly or tacitly with a view to its performance by a particular employee or particular employees. Sections 7:404, 7:407-2 and 7:409 of the Dutch Civil Code are expressly excluded from application. The conditions set forth herein shall remain in effect in the event that all or part of the Contractor’s business changes name, legal form or ownership.
f. Work: all work to be performed by the Contractor on behalf of the Client for which the Client intends to give or has given an assignment, whether or not accepted by the Contractor, as well as all resulting work for the Contractor.
Article 2 – Applicability
1. These general conditions shall apply to all legal relationships between the parties, except for deviations expressly confirmed in writing by both parties. The client with whom an agreement has once been concluded under these general conditions, accepts the applicability of these general conditions to all subsequent offers, legal relationships and agreements between the contractor and the client.
2. Deviations from and/or additions to these general conditions shall only bind the contractor insofar as they have been expressly agreed upon in writing between the contractor and the client and shall only relate to the specific agreement, for which the deviations and/or additions have been agreed upon. General terms and conditions of the Client(s) do not apply to any agreement or legal relationship between the parties, their applicability is expressly rejected.
3. The client’s general terms and conditions shall only have effect for the agreements entered into with the contractor insofar as they are not in conflict with the present terms and conditions. In the event of doubt as to whether such a conflict exists, the general terms and conditions of the contractor shall prevail.
4. The client declares that it will always respect the obligations applicable to the contractor under the rules of conduct and professional practice. The text of the relevant rules of conduct and professional rules is available from the contractor on request.
5. All stipulations in these general terms and conditions are also made for the benefit of the directors of the contractor and all those who work or have worked for the contractor.
Article 3 – Information of the Client
1. The client shall be obliged to make all documents that the contractor, in its opinion, requires for the correct execution of the granted order available to the contractor in the desired form, in the desired manner and in time.
2. The contractor shall determine what is to be understood by desired form, desired manner and in a timely manner. This shall explicitly include making all documents available in the aforementioned manner for the purpose of preparing an offer by the contractor.
3. The client guarantees the accuracy and reliability of the documents provided by him even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
4. The contractor has the right to suspend the execution of the order until the client has fulfilled the obligations mentioned in the 1st and 2nd paragraphs.
5. The client shall indemnify the contractor for damages resulting from incorrect, incomplete and/or untimely provision of documents.
6. The extra costs and extra time incurred by the Contractor, as well as other losses incurred by the Contractor due to the Client’s failure to provide documents necessary for the performance of the work, or to provide such documents on time or properly, shall be for the Client’s account and risk.
7. Upon the 1st request of the client, the contractor shall return to the client the original documents provided by the client
Article 4 – Execution of the assignment
1. The contractor determines the manner in which the granted assignment will be executed, and determines in this respect by which person or persons and with which means from his organization the agreement will be executed, such with the exclusion of the provisions of articles 404, 407-2 and 409 of Book 7 of the Civil Code. The agreement shall be entered into for an indefinite period unless it follows from the nature or tenor of the assignment given that it was entered into for a definite period.
2. The work to be performed pursuant to paragraph 1 shall be performed only after the client has identified himself in accordance with the Wwft. This identification must be made in advance and at the initiative of the client.
3. The contractor shall execute the order in accordance with the rules of professional conduct applicable to the professionals involved in the execution of the agreement.
4. To the extent required for a proper execution of the agreement, the contractor shall be entitled – without notifying the client – to make use of (the services of) third parties. The Contractor shall be entitled to charge the Client for the costs involved in engaging these third parties.
5. In the event that the contractor must make use of (the services of) third parties in the performance of the agreement, the contractor shall consult with the client in advance to the extent possible and shall exercise due care in selecting the third party or parties concerned. The Contractor is explicitly not liable to the Client for any shortcomings of such third party/parties and is entitled, without prior consultation with the Client, to accept (also) on behalf of the Client any limitation of liability on the part of the third party/parties it engages.
6. If during an assignment work is performed for the benefit of the profession or company of the client which does not fall under the services agreed in the confirmation of assignment, it shall be presumed from the notes relating thereto in the records of the contractor that this work has been performed on the client’s incidental instructions. These notes shall relate to interim consultations between the client and the contractor.
Article 5 – (Professional) regulations
1. The Client shall always cooperate fully and promptly with the obligations arising for the Contractor from the applicable (professional) regulations.
2. Client is aware that, among other things, but not limited to: a. On the basis of applicable laws and regulations, the Contractor may be obliged to report certain transactions that become known during the performance of its Work to the authorities set up by the government for that purposeb. On the basis of applicable laws and regulations, the Contractor will have to report fraud in certain situationsc. may be required under applicable laws and regulations to conduct an investigation into the identity of the Client or client.
3. The Contractor excludes all liability for damages incurred by the Client as a result of the Contractor’s compliance with the laws and (professional) regulations applicable to it.
Article 6 – Intellectual property
1. The contractor reserves all rights relating to products of the mind that he uses or has used in the context of the execution of the client’s order, insofar as rights may exist or be established in a legal sense in respect of such products.
2. The customer is explicitly forbidden to use, reproduce, disclose or exploit the aforementioned products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of the contractor, all in the broadest sense of the word, with or without the involvement of third parties.
3. The client shall not be permitted to make the products referred to in paragraph 2 available to third parties without the prior written consent of the contractor, other than to obtain an expert opinion regarding the performance of the work by the contractor. The client shall in that case impose its obligations under this article on the third parties engaged by it.
Article 7 – Confidentiality
1. The contractor shall be obliged to keep secret the data and information provided by or on behalf of the client from third parties who are not involved in the execution of the order. This obligation shall not apply insofar as the contractor has a statutory or professional duty to disclose, including the duty to report arising from the Money Laundering and Terrorist Financing (Prevention) Act and other national and/or international regulations of similar effect, or insofar as the client has released the contractor from the duty of confidentiality. This provision does not prevent confidential collegial consultation within the contractor’s organization, such for the careful execution of the order or for the careful fulfillment of legal or professional obligations.
2. The contractor shall not be entitled to use the information made available to it by the client for a purpose other than that for which it was obtained. However, an exception shall be made in the event the contractor acts for himself in disciplinary, civil or criminal proceedings in which these documents are relevant.
3. The contractor shall be entitled to use the numerical results obtained after processing, provided that such results cannot be traced back to individual clients, for statistical or similar purposes.
4. Unless prior written permission has been granted by the contractor, the client shall not disclose the contents of reports, advice or other statements by the contractor, written or otherwise, that have not been drawn up or made with the intention of providing third parties with the information contained therein. The client will also ensure that third parties cannot take cognizance of the contents referred to in the previous sentence.
Article 8 – Data breaches
1. The Contractor is obliged to take all possible safeguards to prevent a personal data breach as referred to in Article 33 of the General Data Protection Regulation (GDPR).
2. If and insofar as applicable to the execution of an order for the Client or related to or arising from information made available to the Contractor by the Client, the Contractor shall assess – with due observance of Article 33(1) of the AVG and the European Guidelines on Mandatory Data Breach Notification – whether there is a data breach, and whether the consequences of this data breach give rise to a notification to the Personal Data Authority.
3. The Contractor is always obliged to communicate its findings regarding a data breach and any measures taken by it and all relevant information to the Client as soon as possible.
4. The Contractor shall decide, in consultation with the Client, which of them will report the data breach to the Personal Data Authority and – if necessary – to the data subjects.5. The provisions of this article do not affect the Client’s own responsibility under the General Data Protection Regulation and the European Data Breach Reporting Obligation Guidelines to the Authority for Personal Data.
Article 9 – Fee
1. The work performed by the Contractor shall be charged to the Client on the basis of time spent and costs incurred. Payment of the fee does not depend on the outcome of the work, unless otherwise agreed.
2. The fee shall not depend on the outcome of the work performed, unless otherwise agreed.
3. In addition to the fee, the expenses incurred by the contractor and invoices from third parties engaged by the contractor shall be charged to the client.
4. The Contractor shall be entitled to request an advance from the Client. An advance shall in principle be set off against the final invoice.
5. If after the conclusion of the agreement, but before the order has been fully executed, fees or prices are subject to change, the contractor shall be entitled to adjust the agreed rate accordingly.6. The fee, if necessary increased by advances and invoices from engaged third parties and costs incurred, will be charged on a monthly basis. The Commissionee shall be free to charge its fee in a different frequency. Sales tax will be charged separately on all amounts payable by the client to the contractor, if required by law.
Article 10 – Payment
1. Payment by the client of the amounts due to the contractor shall, without the client being entitled to any deduction, discount or set-off, be made within 14 days of the invoice date, unless otherwise agreed. The day of payment shall be the day on which the amount due is credited to the account of the contractor.
2. If the contractor has not paid within the period referred to in the 1st paragraph, or another period agreed between the parties, the client shall be in default by operation of law, without any notice of default being required, and the contractor shall be entitled to charge the statutory (commercial) interest from that time onwards.
3. If the customer has not paid within the period referred to in the 1st paragraph, the customer shall furthermore be obliged to reimburse all judicial and extrajudicial (collection) costs incurred by the contractor. Reimbursement of the costs incurred shall not be limited to any order for costs established by the court.
4. In case of a jointly given order, clients, insofar as the work was performed on behalf of the joint clients, are jointly and severally liable for the payment of the invoice amount and the interest(s), penalties and costs due.
5. If, in the opinion of the accountant, the client’s financial position or payment record gives cause to do so, or if the client fails to make an advance payment or to settle an invoice within the payment term specified for it, the accountant will be entitled to demand that the client immediately furnish (additional) security in a form to be determined by the accountant. If the client fails to provide the requested security, the accountant will be entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that the client owes the accountant on any account whatsoever will be immediately due and payable.
Article 11 – Deadlines
1. If a period/date is agreed between the Client and the Contractor within which the order must be executed and the Client fails to make an advance payment (if agreed) or to make the necessary documents available on time, in full, in the desired form and at the desired time, the Client and the Contractor shall consult on a new period/date within which the order must be executed.
2. Deadlines by which the work must be completed shall only be regarded as deadlines if this has been expressly agreed in writing between the client and the contractor.
Article 12 – Liability and indemnities
1. The contractor shall perform the work to the best of its ability, exercising the care that may be expected of a service provider in its relevant capacity.
2. The Client shall indemnify the Commissionee against claims by third parties, including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal entities and companies and others involved in the Client’s organization, which are directly or indirectly related to the performance of the Agreement. In particular, the Client shall indemnify the Contractor against third-party claims for damages caused by the Client’s provision of inaccurate or incomplete information to the Contractor, unless the Client proves that the damages are not related to culpable acts or omissions on its part or are caused by intent or gross negligence on the part of the Contractor.
3. Barring intent or gross negligence on his part, the contractor’s liability shall be limited to the amount paid out under his professional liability insurance policy in the case in question. The contractor accepts no liability for the amount equal to the excess under his professional liability insurance. If for any reason no payment is made under the professional liability insurance, any liability of the contractor shall be limited to an amount equal to twice the amount of the fee for the assignment in question (over the last calendar year). The contractor shall only be liable if the total damage (i.e. as a result of one shortcoming or as a result of several shortcomings) exceeds an amount of €10,000. Intent and/or gross negligence on the part of subordinates and/or non-subordinates used by the contractor in the performance of the work cannot be regarded as intent and/or gross negligence on the part of the contractor in the sense referred to here.
4. For all indirect damages, including stagnation in the regular course of business in the client’s company, in any way related to or caused by an error in the performance of the work on the part of the contractor, the contractor accepts no liability whatsoever.
5. The contractor is not liable for damage or destruction of documents during transport or during shipment by mail, regardless of whether the transport or shipment was made by or on behalf of the client, third parties or the contractor himself. During the execution of the order, the client and the contractor may communicate with each other by electronic means. The contractor is not liable for damages resulting from the use of electronic means of communication, including – but not limited to – damages resulting from non-delivery or delay of electronic communications by third parties or by software or equipment used to transmit, receive or process electronic communications, transmission of viruses and malfunctioning of the telecommunications network or other means required for electronic communications, except to the extent that damages result from intent or gross negligence. Both the client and the contractor shall do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks. The data extracts from the computer system of the contractor provide compelling evidence of (the contents of) the electronic communication sent by the sender, subject to proof to the contrary.6. If the client threatens to suffer or incurs damage, for which the contractor could be liable, it will immediately notify the contractor in writing and give the contractor the opportunity to take measures to eliminate or limit the damage. If the client fails to comply with this obligation, all liability on the part of the contractor shall lapse.
Article 13 – Complaints
1. A complaint relating to the work performed and/or the invoice amount must be made known to the contractor in writing within 30 days of the date of dispatch of the documents or information about which the client is complaining, or within 30 days of the discovery of the defect if the client demonstrates that he could not reasonably have discovered the defect earlier.
2. A complaint as referred to in the first paragraph will not suspend the Client’s payment obligation.
Article 14 – Force Majeure
1. In these general conditions, force majeure means any circumstance beyond the control of the contractor (even if it could already be foreseen at the time the agreement was concluded) which permanently or temporarily prevents performance of the agreement, as well as – insofar as not already included – illness of employees, breakdowns in the computer network and other stagnation in the normal course of business within companies, as well as war, threat of war, civil war, riots, strikes, transport difficulties, fire and other serious disruptions in the business of the contractor and that of his suppliers.
2. In the event that the performance of the agreement is prevented as a result of force majeure, the contractor shall be entitled, without judicial intervention, either to suspend the performance of the agreement for a maximum of 6 months, or to dissolve the agreement in whole or in part, without being liable for any compensation.
3. In the event of both suspension and dissolution, the contractor shall be entitled to demand immediate payment for work already performed by the contractor at the time the force majeure occurred. The client shall then be bound to pay the obligations arising therefrom as if it were a separate transaction.
Article 15 – Termination
1. The client and the contractor may terminate the agreement at any time subject to 3 months’ notice. If the agreement ends before the assignment is completed, the client shall at all times owe the fee in accordance with the hours declared by the contractor for work performed for the client.
2. Notice of termination must be given by registered letter in writing or by e-mail.
3. If premature termination is effected by the client, the contractor shall be entitled to compensation for the loss of capacity utilization incurred by him and to be made plausible, as well as to compensation for additional costs already incurred by the contractor and costs arising from any cancellation of third parties engaged.
4. If the Supplier has effected premature termination, the Client shall be entitled to the Supplier’s assistance in transferring the work to third parties, unless the termination is caused by circumstances that can be attributed to the Client according to generally accepted standards. A condition for the right to cooperation as stipulated in this paragraph is that the client has paid all underlying outstanding advances or invoices.
Article 16 – Right to suspend
1. The Contractor shall be entitled, after careful consideration of interests, to suspend the performance of all its obligations, including the surrender of documents or other items to the Client or third parties, until such time as all due and payable claims against the Client have been paid in full.
Article 17 – Expiry period
1. Insofar as not otherwise provided for in these general terms and conditions, rights of action (expressly including damages) and other powers of the client for whatever reason vis-à-vis the contractor in connection with the performance of work by the contractor shall lapse in any event after 1 year from the time the client became aware or could reasonably have become aware of the existence of these rights and powers. The provisions of this article shall not affect the possibility of submitting a complaint to the designated complaint handling body or bodies.
Article 18 – Terms
1. If employees of the Contractor perform Work(s) on the Client’s premises, the Client shall provide a suitable workplace that meets the statutory occupational health and safety standards and other applicable regulations regarding working conditions. The Client shall ensure that the Contractor is provided with office space and other facilities which, in the Contractor’s judgment, are necessary or useful for the performance of the Agreement and which comply with all (legal) requirements applicable thereto. With respect to the (computer) facilities made available, the Client shall be obliged to ensure continuity by, inter alia, adequate back-up, security and virus control procedures.
2. Client shall not hire or approach any employees involved in the performance of the work to enter into the Client’s employment, whether temporary or otherwise, directly or indirectly, or to perform work directly or indirectly on behalf of Client, whether salaried or not, during the term of the agreement or any extension thereof and for the 12 months thereafter.
3. If the Client acts in violation of the foregoing provisions of paragraph 2, it shall immediately and without further notice of default being required forfeit a penalty equal to a gross annual salary of the employee concerned, as that annual salary last applied with respect to the employee concerned with the Contractor.
Article 19 – Applicable law and choice of forum
1. The agreement is governed by Dutch law.
2. All disputes shall be settled by the competent court in the district in which the contractor is established.
3. The provisions of paragraphs 1 and 2 shall not affect the possibility of the client to submit a dispute to the Dispute Adjudication Board and/or to follow the complaints procedure.
Article 20 – Repair clause null and void
1. If any provision of these general terms and conditions or of the underlying assignment/agreement should be wholly or partially void and/or not valid and/or not enforceable as a result of any statutory regulation, judicial decision or otherwise, this shall have no effect whatsoever on the validity of all the other provisions of these general terms and conditions or of the underlying assignment/agreement.
2. If a provision of these general terms and conditions or the underlying assignment/agreement should not be valid for a reason referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, then this provision will – first of all – automatically apply with the most far-reaching or most extensive scope or purport with which or in which it is valid.
3. Without prejudice to the provisions of paragraph 2, the parties may consult to agree on new provisions to replace the void or nullifying provisions. The purpose and purport of the void or nullifying provisions will be approximated as much as possible.
Article 21 – Amendments to general terms and conditions
1. The service provider has the right to unilaterally modify these general terms and conditions.
2. Amendments will also apply to agreements already entered into.
3. The service provider shall inform the client about the amendments by e-mail.
4. The amendments to the general terms and conditions will take effect thirty days after the ordering customer has been informed of the amendments.
5. If the client does not agree with the announced changes, the client has the right to dissolve the agreement.
These general terms and conditions of the contractor were filed with the Rotterdam Chamber of Commerce on Aug. 1, 2023.
Upon request, copies of the Contractor’s terms and conditions will be provided free of charge. Requests may be made at info@cooperategreen.nl.
Also, our terms and conditions, as well as further information regarding our services, are included on Cooperate Green B.V.’s website: www.cooperategreen.nl.
Article 1 – Definitions
a. Documents: all information or data made available by the Client to the Contractor, whether or not contained on material or immaterial carriers including, but not limited to: paper, CD-ROMs, hard disks, USB sticks, other digital data carriers, e-mail and digital environments, whether or not hosted by third parties, as well as all data produced or collected by the Contractor in the context of the execution of the order/agreement, whether or not contained on material or immaterial carriers including, but not limited to: paper, CD-ROMs, hard disks, USB sticks, other digital data carriers, e-mail and digital environments, whether or not housed with third parties as well as all other information of any relevance to the execution or completion of the order, whether or not contained on tangible or intangible carriers.
b. Employee: a natural person employed by or affiliated with the Contractor whether or not under an employment contract.
c. Assignment/Agreement: the assignment agreement, whereby the Contractor undertakes to the Client to perform certain work.
d. Client: the natural person or legal entity and/or joint ventures thereof, who has given the Contractor an assignment to perform services or has given the assignment to perform work.
e. Contractor: the entity that concludes the assignment agreement and applies these General Terms and Conditions. All assignments shall be accepted and performed exclusively by a company affiliated with Cooperate Green B.V., not by or on behalf of any individual employee, regardless of whether the Client has granted the assignment expressly or tacitly with a view to its performance by a particular employee or particular employees. Sections 7:404, 7:407-2 and 7:409 of the Dutch Civil Code are expressly excluded from application. The conditions set forth herein shall remain in effect in the event that all or part of the Contractor’s business changes name, legal form or ownership.
f. Work: all work to be performed by the Contractor on behalf of the Client for which the Client intends to give or has given an assignment, whether or not accepted by the Contractor, as well as all resulting work for the Contractor.
Article 2 – Applicability
1. These general conditions shall apply to all legal relationships between the parties, except for deviations expressly confirmed in writing by both parties. The client with whom an agreement has once been concluded under these general conditions, accepts the applicability of these general conditions to all subsequent offers, legal relationships and agreements between the contractor and the client.
2. Deviations from and/or additions to these general conditions shall only bind the contractor insofar as they have been expressly agreed upon in writing between the contractor and the client and shall only relate to the specific agreement, for which the deviations and/or additions have been agreed upon. General terms and conditions of the Client(s) do not apply to any agreement or legal relationship between the parties, their applicability is expressly rejected.
3. The client’s general terms and conditions shall only have effect for the agreements entered into with the contractor insofar as they are not in conflict with the present terms and conditions. In the event of doubt as to whether such a conflict exists, the general terms and conditions of the contractor shall prevail.
4. The client declares that it will always respect the obligations applicable to the contractor under the rules of conduct and professional practice. The text of the relevant rules of conduct and professional rules is available from the contractor on request.
5. All stipulations in these general terms and conditions are also made for the benefit of the directors of the contractor and all those who work or have worked for the contractor.
Article 3 – Information of the Client
1. The client shall be obliged to make all documents that the contractor, in its opinion, requires for the correct execution of the granted order available to the contractor in the desired form, in the desired manner and in time.
2. The contractor shall determine what is to be understood by desired form, desired manner and in a timely manner. This shall explicitly include making all documents available in the aforementioned manner for the purpose of preparing an offer by the contractor.
3. The client guarantees the accuracy and reliability of the documents provided by him even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
4. The contractor has the right to suspend the execution of the order until the client has fulfilled the obligations mentioned in the 1st and 2nd paragraphs.
5. The client shall indemnify the contractor for damages resulting from incorrect, incomplete and/or untimely provision of documents.
6. The extra costs and extra time incurred by the Contractor, as well as other losses incurred by the Contractor due to the Client’s failure to provide documents necessary for the performance of the work, or to provide such documents on time or properly, shall be for the Client’s account and risk.
7. Upon the 1st request of the client, the contractor shall return to the client the original documents provided by the client
Article 4 – Execution of the assignment
1. The contractor determines the manner in which the granted assignment will be executed, and determines in this respect by which person or persons and with which means from his organization the agreement will be executed, such with the exclusion of the provisions of articles 404, 407-2 and 409 of Book 7 of the Civil Code. The agreement shall be entered into for an indefinite period unless it follows from the nature or tenor of the assignment given that it was entered into for a definite period.
2. The work to be performed pursuant to paragraph 1 shall be performed only after the client has identified himself in accordance with the Wwft. This identification must be made in advance and at the initiative of the client.
3. The contractor shall execute the order in accordance with the rules of professional conduct applicable to the professionals involved in the execution of the agreement.
4. To the extent required for a proper execution of the agreement, the contractor shall be entitled – without notifying the client – to make use of (the services of) third parties. The Contractor shall be entitled to charge the Client for the costs involved in engaging these third parties.
5. In the event that the contractor must make use of (the services of) third parties in the performance of the agreement, the contractor shall consult with the client in advance to the extent possible and shall exercise due care in selecting the third party or parties concerned. The Contractor is explicitly not liable to the Client for any shortcomings of such third party/parties and is entitled, without prior consultation with the Client, to accept (also) on behalf of the Client any limitation of liability on the part of the third party/parties it engages.
6. If during an assignment work is performed for the benefit of the profession or company of the client which does not fall under the services agreed in the confirmation of assignment, it shall be presumed from the notes relating thereto in the records of the contractor that this work has been performed on the client’s incidental instructions. These notes shall relate to interim consultations between the client and the contractor.
Article 5 – (Professional) regulations
1. The Client shall always cooperate fully and promptly with the obligations arising for the Contractor from the applicable (professional) regulations.
2. Client is aware that, among other things, but not limited to: a. On the basis of applicable laws and regulations, the Contractor may be obliged to report certain transactions that become known during the performance of its Work to the authorities set up by the government for that purposeb. On the basis of applicable laws and regulations, the Contractor will have to report fraud in certain situationsc. may be required under applicable laws and regulations to conduct an investigation into the identity of the Client or client.
3. The Contractor excludes all liability for damages incurred by the Client as a result of the Contractor’s compliance with the laws and (professional) regulations applicable to it.
Article 6 – Intellectual property
1. The contractor reserves all rights relating to products of the mind that he uses or has used in the context of the execution of the client’s order, insofar as rights may exist or be established in a legal sense in respect of such products.
2. The customer is explicitly forbidden to use, reproduce, disclose or exploit the aforementioned products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of the contractor, all in the broadest sense of the word, with or without the involvement of third parties.
3. The client shall not be permitted to make the products referred to in paragraph 2 available to third parties without the prior written consent of the contractor, other than to obtain an expert opinion regarding the performance of the work by the contractor. The client shall in that case impose its obligations under this article on the third parties engaged by it.
Article 7 – Confidentiality
1. The contractor shall be obliged to keep secret the data and information provided by or on behalf of the client from third parties who are not involved in the execution of the order. This obligation shall not apply insofar as the contractor has a statutory or professional duty to disclose, including the duty to report arising from the Money Laundering and Terrorist Financing (Prevention) Act and other national and/or international regulations of similar effect, or insofar as the client has released the contractor from the duty of confidentiality. This provision does not prevent confidential collegial consultation within the contractor’s organization, such for the careful execution of the order or for the careful fulfillment of legal or professional obligations.
2. The contractor shall not be entitled to use the information made available to it by the client for a purpose other than that for which it was obtained. However, an exception shall be made in the event the contractor acts for himself in disciplinary, civil or criminal proceedings in which these documents are relevant.
3. The contractor shall be entitled to use the numerical results obtained after processing, provided that such results cannot be traced back to individual clients, for statistical or similar purposes.
4. Unless prior written permission has been granted by the contractor, the client shall not disclose the contents of reports, advice or other statements by the contractor, written or otherwise, that have not been drawn up or made with the intention of providing third parties with the information contained therein. The client will also ensure that third parties cannot take cognizance of the contents referred to in the previous sentence.
Article 8 – Data breaches
1. The Contractor is obliged to take all possible safeguards to prevent a personal data breach as referred to in Article 33 of the General Data Protection Regulation (GDPR).
2. If and insofar as applicable to the execution of an order for the Client or related to or arising from information made available to the Contractor by the Client, the Contractor shall assess – with due observance of Article 33(1) of the AVG and the European Guidelines on Mandatory Data Breach Notification – whether there is a data breach, and whether the consequences of this data breach give rise to a notification to the Personal Data Authority.
3. The Contractor is always obliged to communicate its findings regarding a data breach and any measures taken by it and all relevant information to the Client as soon as possible.
4. The Contractor shall decide, in consultation with the Client, which of them will report the data breach to the Personal Data Authority and – if necessary – to the data subjects.5. The provisions of this article do not affect the Client’s own responsibility under the General Data Protection Regulation and the European Data Breach Reporting Obligation Guidelines to the Authority for Personal Data.
Article 9 – Fee
1. The work performed by the Contractor shall be charged to the Client on the basis of time spent and costs incurred. Payment of the fee does not depend on the outcome of the work, unless otherwise agreed.
2. The fee shall not depend on the outcome of the work performed, unless otherwise agreed.
3. In addition to the fee, the expenses incurred by the contractor and invoices from third parties engaged by the contractor shall be charged to the client.
4. The Contractor shall be entitled to request an advance from the Client. An advance shall in principle be set off against the final invoice.
5. If after the conclusion of the agreement, but before the order has been fully executed, fees or prices are subject to change, the contractor shall be entitled to adjust the agreed rate accordingly.6. The fee, if necessary increased by advances and invoices from engaged third parties and costs incurred, will be charged on a monthly basis. The Commissionee shall be free to charge its fee in a different frequency. Sales tax will be charged separately on all amounts payable by the client to the contractor, if required by law.
Article 10 – Payment
1. Payment by the client of the amounts due to the contractor shall, without the client being entitled to any deduction, discount or set-off, be made within 14 days of the invoice date, unless otherwise agreed. The day of payment shall be the day on which the amount due is credited to the account of the contractor.
2. If the contractor has not paid within the period referred to in the 1st paragraph, or another period agreed between the parties, the client shall be in default by operation of law, without any notice of default being required, and the contractor shall be entitled to charge the statutory (commercial) interest from that time onwards.
3. If the customer has not paid within the period referred to in the 1st paragraph, the customer shall furthermore be obliged to reimburse all judicial and extrajudicial (collection) costs incurred by the contractor. Reimbursement of the costs incurred shall not be limited to any order for costs established by the court.
4. In case of a jointly given order, clients, insofar as the work was performed on behalf of the joint clients, are jointly and severally liable for the payment of the invoice amount and the interest(s), penalties and costs due.
5. If, in the opinion of the accountant, the client’s financial position or payment record gives cause to do so, or if the client fails to make an advance payment or to settle an invoice within the payment term specified for it, the accountant will be entitled to demand that the client immediately furnish (additional) security in a form to be determined by the accountant. If the client fails to provide the requested security, the accountant will be entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that the client owes the accountant on any account whatsoever will be immediately due and payable.
Article 11 – Deadlines
1. If a period/date is agreed between the Client and the Contractor within which the order must be executed and the Client fails to make an advance payment (if agreed) or to make the necessary documents available on time, in full, in the desired form and at the desired time, the Client and the Contractor shall consult on a new period/date within which the order must be executed.
2. Deadlines by which the work must be completed shall only be regarded as deadlines if this has been expressly agreed in writing between the client and the contractor.
Article 12 – Liability and indemnities
1. The contractor shall perform the work to the best of its ability, exercising the care that may be expected of a service provider in its relevant capacity.
2. The Client shall indemnify the Commissionee against claims by third parties, including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal entities and companies and others involved in the Client’s organization, which are directly or indirectly related to the performance of the Agreement. In particular, the Client shall indemnify the Contractor against third-party claims for damages caused by the Client’s provision of inaccurate or incomplete information to the Contractor, unless the Client proves that the damages are not related to culpable acts or omissions on its part or are caused by intent or gross negligence on the part of the Contractor.
3. Barring intent or gross negligence on his part, the contractor’s liability shall be limited to the amount paid out under his professional liability insurance policy in the case in question. The contractor accepts no liability for the amount equal to the excess under his professional liability insurance. If for any reason no payment is made under the professional liability insurance, any liability of the contractor shall be limited to an amount equal to twice the amount of the fee for the assignment in question (over the last calendar year). The contractor shall only be liable if the total damage (i.e. as a result of one shortcoming or as a result of several shortcomings) exceeds an amount of €10,000. Intent and/or gross negligence on the part of subordinates and/or non-subordinates used by the contractor in the performance of the work cannot be regarded as intent and/or gross negligence on the part of the contractor in the sense referred to here.
4. For all indirect damages, including stagnation in the regular course of business in the client’s company, in any way related to or caused by an error in the performance of the work on the part of the contractor, the contractor accepts no liability whatsoever.
5. The contractor is not liable for damage or destruction of documents during transport or during shipment by mail, regardless of whether the transport or shipment was made by or on behalf of the client, third parties or the contractor himself. During the execution of the order, the client and the contractor may communicate with each other by electronic means. The contractor is not liable for damages resulting from the use of electronic means of communication, including – but not limited to – damages resulting from non-delivery or delay of electronic communications by third parties or by software or equipment used to transmit, receive or process electronic communications, transmission of viruses and malfunctioning of the telecommunications network or other means required for electronic communications, except to the extent that damages result from intent or gross negligence. Both the client and the contractor shall do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks. The data extracts from the computer system of the contractor provide compelling evidence of (the contents of) the electronic communication sent by the sender, subject to proof to the contrary.6. If the client threatens to suffer or incurs damage, for which the contractor could be liable, it will immediately notify the contractor in writing and give the contractor the opportunity to take measures to eliminate or limit the damage. If the client fails to comply with this obligation, all liability on the part of the contractor shall lapse.
Article 13 – Complaints
1. A complaint relating to the work performed and/or the invoice amount must be made known to the contractor in writing within 30 days of the date of dispatch of the documents or information about which the client is complaining, or within 30 days of the discovery of the defect if the client demonstrates that he could not reasonably have discovered the defect earlier.
2. A complaint as referred to in the first paragraph will not suspend the Client’s payment obligation.
Article 14 – Force Majeure
1. In these general conditions, force majeure means any circumstance beyond the control of the contractor (even if it could already be foreseen at the time the agreement was concluded) which permanently or temporarily prevents performance of the agreement, as well as – insofar as not already included – illness of employees, breakdowns in the computer network and other stagnation in the normal course of business within companies, as well as war, threat of war, civil war, riots, strikes, transport difficulties, fire and other serious disruptions in the business of the contractor and that of his suppliers.
2. In the event that the performance of the agreement is prevented as a result of force majeure, the contractor shall be entitled, without judicial intervention, either to suspend the performance of the agreement for a maximum of 6 months, or to dissolve the agreement in whole or in part, without being liable for any compensation.
3. In the event of both suspension and dissolution, the contractor shall be entitled to demand immediate payment for work already performed by the contractor at the time the force majeure occurred. The client shall then be bound to pay the obligations arising therefrom as if it were a separate transaction.
Article 15 – Termination
1. The client and the contractor may terminate the agreement at any time subject to 3 months’ notice. If the agreement ends before the assignment is completed, the client shall at all times owe the fee in accordance with the hours declared by the contractor for work performed for the client.
2. Notice of termination must be given by registered letter in writing or by e-mail.
3. If premature termination is effected by the client, the contractor shall be entitled to compensation for the loss of capacity utilization incurred by him and to be made plausible, as well as to compensation for additional costs already incurred by the contractor and costs arising from any cancellation of third parties engaged.
4. If the Supplier has effected premature termination, the Client shall be entitled to the Supplier’s assistance in transferring the work to third parties, unless the termination is caused by circumstances that can be attributed to the Client according to generally accepted standards. A condition for the right to cooperation as stipulated in this paragraph is that the client has paid all underlying outstanding advances or invoices.
Article 16 – Right to suspend
1. The Contractor shall be entitled, after careful consideration of interests, to suspend the performance of all its obligations, including the surrender of documents or other items to the Client or third parties, until such time as all due and payable claims against the Client have been paid in full.
Article 17 – Expiry period
1. Insofar as not otherwise provided for in these general terms and conditions, rights of action (expressly including damages) and other powers of the client for whatever reason vis-à-vis the contractor in connection with the performance of work by the contractor shall lapse in any event after 1 year from the time the client became aware or could reasonably have become aware of the existence of these rights and powers. The provisions of this article shall not affect the possibility of submitting a complaint to the designated complaint handling body or bodies.
Article 18 – Terms
1. If employees of the Contractor perform Work(s) on the Client’s premises, the Client shall provide a suitable workplace that meets the statutory occupational health and safety standards and other applicable regulations regarding working conditions. The Client shall ensure that the Contractor is provided with office space and other facilities which, in the Contractor’s judgment, are necessary or useful for the performance of the Agreement and which comply with all (legal) requirements applicable thereto. With respect to the (computer) facilities made available, the Client shall be obliged to ensure continuity by, inter alia, adequate back-up, security and virus control procedures.
2. Client shall not hire or approach any employees involved in the performance of the work to enter into the Client’s employment, whether temporary or otherwise, directly or indirectly, or to perform work directly or indirectly on behalf of Client, whether salaried or not, during the term of the agreement or any extension thereof and for the 12 months thereafter.
3. If the Client acts in violation of the foregoing provisions of paragraph 2, it shall immediately and without further notice of default being required forfeit a penalty equal to a gross annual salary of the employee concerned, as that annual salary last applied with respect to the employee concerned with the Contractor.
Article 19 – Applicable law and choice of forum
1. The agreement is governed by Dutch law.
2. All disputes shall be settled by the competent court in the district in which the contractor is established.
3. The provisions of paragraphs 1 and 2 shall not affect the possibility of the client to submit a dispute to the Dispute Adjudication Board and/or to follow the complaints procedure.
Article 20 – Repair clause null and void
1. If any provision of these general terms and conditions or of the underlying assignment/agreement should be wholly or partially void and/or not valid and/or not enforceable as a result of any statutory regulation, judicial decision or otherwise, this shall have no effect whatsoever on the validity of all the other provisions of these general terms and conditions or of the underlying assignment/agreement.
2. If a provision of these general terms and conditions or the underlying assignment/agreement should not be valid for a reason referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, then this provision will – first of all – automatically apply with the most far-reaching or most extensive scope or purport with which or in which it is valid.
3. Without prejudice to the provisions of paragraph 2, the parties may consult to agree on new provisions to replace the void or nullifying provisions. The purpose and purport of the void or nullifying provisions will be approximated as much as possible.
Article 21 – Amendments to general terms and conditions
1. The service provider has the right to unilaterally modify these general terms and conditions.
2. Amendments will also apply to agreements already entered into.
3. The service provider shall inform the client about the amendments by e-mail.
4. The amendments to the general terms and conditions will take effect thirty days after the ordering customer has been informed of the amendments.
5. If the client does not agree with the announced changes, the client has the right to dissolve the agreement.
These general terms and conditions of the contractor were filed with the Rotterdam Chamber of Commerce on Aug. 1, 2023.
Upon request, copies of the Contractor’s terms and conditions will be provided free of charge. Requests may be made at info@cooperategreen.nl.
Also, our terms and conditions, as well as further information regarding our services, are included on Cooperate Green B.V.’s website: www.cooperategreen.nl.