GENERAL TERMS AND CONDITIONS - FEBRUARY 2015 - Inside Sales Consultancy / ISC Business Solutions
Article 1: Definitions
1.1. In the absence of an explicit statement to the contrary, the terms used in these terms and conditions are defined as follows:
User: Inside Sales Consultancy, principal address; Berline 25, 2171ME Sassenheim, the Netherlands, commercial registration number; 27303006, the user of these general terms and conditions.
Client: The user's counterparty.
Contract: The agreement for and rendering of services.
Parties: The client and user together.
Works: Any pieces of work delivered by or through user, or work performed by or through user, however abstract, and any physical items or attributes as part thereof.
Article 2: General
2.1. These terms and conditions are applicable to all offers, quotations, estimates, invoices of and by the user and correspondence by and with the user, and all agreements between the user and the client, to which the user has stated that these conditions are applicable, in so far as the parties have not made any specific written agreements to the contrary.
2.2. These terms and conditions shall be equally applicable to all contracts with the user that are executed with the assistance of third parties.
2.3. These terms and conditions are furthermore applicable to all work and/or services performed and/or generated by or through the user, in service of the client, including but not limited to;
or anything else that the user has explicitly stated to be subject to these terms and conditions.
2.4. Departures from these terms and conditions are valid exclusively if expressly agreed in writing.
2.5. The applicability of any purchasing or other conditions of the client is expressly rejected.
2.6. If one or more of the provisions of these terms and conditions or of any contract to which these terms and conditions are applicable are deemed to be invalid or otherwise set aside, the remaining provisions of these terms and conditions or subjected contract shall remain applicable in full. The user and the client will in that case enter into consultation with a view to coming to agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
2.7. Unless expressly stated otherwise, any reference in these terms and conditions to any articles or clauses (sections of articles) shall be references to articles and clauses of these terms and conditions.
2.8. De titles in these terms and conditions serve as a guide for ease of reference only and do not carry any meaning of any kind.
Article 3: Offers, quotations and estimates
3.1. All offers, quotations and estimates provided by the user are subject to a further contract unless the offer or quotation contains an express written statement to the contrary.
3.2. In the absence of a statement to the contrary, the prices stated in the aforementioned offers, quotations and estimates are exclusive of VAT and other governmental levies as well as the costs incurred in relation to any development and execution of any resulting contract, including forwarding and administrative expenses.
3.3. If the acceptance differs (on minor points) to an offer, quotation or estimate, the user is not bound to those differing points. In the absence of a statement to the contrary by the user, any resulting contract will in that case not be formed in keeping with those different points.
3.4. A composite price statement does not obligate the user to perform part of an order at a corresponding proportion of the stated price.
3.5. Offers, quotations and estimates provided by the user shall be valid, unless expressly stated otherwise, for no more than two weeks from the date of quotation, estimate or offer.
3.6. Any offers, quotations or estimates provided by the user will not automatically be applicable to any future orders or contracts or other agreements.
3.7. Any estimate provided by the user shall be no more accurate than within 25% deviation both above and below the estimated amount and furthermore carry no obligations towards the client in terms of further quotations or contracts.
Article 4: Execution of a contract; information and resources
4.1. The user will execute a contract to the best of his knowledge and ability and in accordance with high standards and in keeping with the expertise the client can reasonably expect from the user. The user does not however guarantee that any intended result will be achieved.
4.2. The user will determine how and by whom the order is carried out, but will act in accordance with the client's indicated wishes wherever possible. The user reserves the right to have the work or any part thereof carried out by third parties.
4.3. The client shall ensure that the user is provided in full and in good time with all information, as well as amendments thereto, in the form and manner that the user indicates is necessary for the performance of a contract or which the client could reasonably be expected to understand is required both on commencement and during the execution of a contract. If such information as is so required for the execution of a contract is not so issued to the user on time or in full, the user reserves the right to suspend execution of such contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
4.4. The client shall ensure that the user is provided in good time with all resources and facilities that the user indicates are necessary for the performance of a contract or which the client could reasonably be expected to understand are necessary for the execution of a contract and to ensure that they are available and correctly functioning at all times. If such resources and facilities as are so required for the execution of a contract are not so provided to the user, the user reserves the right to suspend execution of such contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
4.5. The client guarantees the correctness, completeness and reliability of the information, resources and facilities he provides or has provided to or for the user. The user cannot be held liable for damages or losses of any nature whatsoever caused by the user's use of incorrect and/or incomplete information or insufficient facilities or resources provided by the client (or third parties on its behalf), unless the user should have otherwise been aware of the inaccuracy or incompleteness of such information and such is demonstrable.
4.6. The client is obligated to inform the user without delay of any changes to prior provided information and other facts and circumstances that could be important to the correct and/or timely execution of a contract and the client could reasonably be expected to understand are relevant in relation to execution of such contract.
4.7. If it has been agreed that a contract will be executed in stages, the user reserves the right to suspend execution of the components forming part of a subsequent stage until the client has approved the results of the preceding stage in writing and for such time as the client defaults and remains in default on any outstanding payments, upon which clauses 4.3 and 4.4 shall apply.
4.8. If the user or third parties engaged by the user in the context of a contract with client carry out any work at the client's location or a location indicated by the client, the client shall provide those employees, free of charge, with those facilities that can reasonably be expected to be required by those personnel (subject to clause 4.4).
Article 5: Amendments to a contract
5.1. If during the execution of a contract it becomes apparent that it is necessary to make amendments or additions to the work for the correct execution of that contract, the parties shall enter into consultation in good faith and time and amend the contract accordingly.
5.2. Amendments or additions to a contract that have been agreed by the parties can result in a change to the completion date. The user shall inform the client of changes to the completion date as soon as reasonably possible.
5.3. Amendments or additions to a contract and any effects of such on the completion date do not give the client any entitlement to compensation for damages or losses of any kind.
5.4. If the amendment or addition to a contract has any financial implications and/or implications for the quality of any expected results or deliverables or general outcome from that contract, the user shall inform the client of those implications in advance and as soon as reasonably possible. The user reserves the right as a result of such implications to charge additional costs to the client for any additional work and or costs of amending or preventing such negative outcome in terms of quality in accordance with that intended in the contract.
5.5. If a fixed fee has been agreed, the user shall further indicate the extent to which the amendment or addition to a contract will result in that fee being exceeded.
5.6. In the event the client will not review and amend a contract accordingly after being notified by the user regarding any of the provisions of this article 5, the user shall be relieved of any given guarantee or any obligation to deliver such degree of quality as was agreed, implied or may reasonably have been expected from such a contract.
Article 6: Duration of a contract; period of execution
6.1. A contract between the user and a client is entered into for an indefinite period of time unless the nature of a contract provides otherwise or the parties expressly agree otherwise in writing.
6.2. A time period agreed during the term of a contract for the completion of work shall not under any circumstances be deemed to be a firm deadline. If such an agreed period is exceeded the client must therefore issue the user with written notice of default.
6.3. Unless it has been established that execution of a contract has become permanently impossible, a contract cannot be dissolved by the client owing to a term for completion being exceeded unless the user also fails to complete the work within a reasonable period of time that he was indicated in writing following expiry of the agreed time of completion.
Article 7: Ending and termination of a contract
7.1. A contract between the user and a client shall end upon the completion of work and acceptance thereof pursuant to clause 12.5, or as agreed between the parties.
7.2. Either party is authorised to terminate a contract per the end of a calendar month with due consideration of a one month notice period or such longer period as may be considered reasonable under the circumstances, unless expressly agreed otherwise in writing.
7.3. Any notice of termination must be given in writing.
7.4. If a contract is prematurely terminated (if the contract was entered into for a fixed period of time) by the client, the user will be entitled to compensation for damages in respect of resulting and demonstrable loss of capacity utilisation unless the termination is in response to facts and circumstances that can be attributed to the user. The client is further obligated to pay the bills for work carried out up until the time of termination including all costs incurred by the user and such proportion of the total contract as shall reasonably be applicable by means of the elapsed period and/or completed stages.
7.5. If a contract is prematurely terminated (if the contract was entered into for a fixed period of time) by the user, the user will arrange in consultation with the client for the work not yet carried out to be transferred to third parties, unless the termination is in response to facts and circumstances that can be attributed to the client which include its liquidation, declaration of bankruptcy, a granting of suspension of payments, or any demonstrable default towards the user generally.
7.6. If the user incurs extra costs when transferring the work pursuant to clause 7.5, those costs shall be charged to the client.
7.7. The user shall not under any circumstances be liable for any compensation of damages, losses or other costs arising out of or in any way resulting from the termination of a contract in accordance with these terms and conditions.
7.8. The provisions of these terms and conditions shall, in regards to any contract to which they had been stated to be applicable, continue in full effect after the ending or sooner termination of such contract on any grounds whatsoever.
Article 8: Fees and prices
8.1. The parties can agree in writing upon a fixed fee when forming a contract.
8.2. If a fixed fee is not agreed, the fee will be calculated on the basis of the hours of work performed in delivering on a contract. The fee will be calculated at the user's customary hourly rates applicable to the time period in which the work is carried out unless a different hourly rate has been agreed.
8.3. In the alternative to clause 8.2 of these terms and conditions, a daily, weekly or monthly rate may also be agreed, in writing, as the basis for calculating a total or periodical fee as applicable.
8.4. Any fees and/or other costs shall be exclusive of VAT unless otherwise agreed in writing.
8.5. For orders with a term of more than two months the payable costs will be charged periodically, on a monthly basis, unless agreed otherwise.
8.6. If the user agrees on a fixed fee or hourly rate with the client, the user shall none the less be entitled to increase that fee or rate pursuant to article 5.
8.7. The user is further authorised to pass on price increases to the client if cost-determining factors such as salaries or supplies increased between the time of quotation and delivery or otherwise during the term of a long-term contract (though not within 3 months from quotation or contracting) and such price increases are impossible (within reason) to circumvent.
8.8. The user is further entitled to increase a fixed fee if, during the performance of the work, it becomes apparent that the originally agreed or anticipated amount of work was underestimated when a contract was entered into, for reasons that cannot be attributed to the user, to such an extent that the user cannot reasonably be expected to perform the agreed work for the originally agreed fee. The user will inform the client of his intention to increase the fee or rate accordingly and as soon as reasonably possible, including the amount of the increase and the date on which it will come into effect.
Article 9: Payment
9.1. Payment is due within 14 days from the invoice date, without any deduction, discount or set-off, unless otherwise agreed in writing and/or stated on an invoice, by depositing or transferring the payable amount into the bank account stipulated by the user.
9.2. Objections to invoices of the user, to the amounts stated therein or any other part thereof, shall be accepted and processed only if received in writing within 14 days of the date of receipt of such invoice, and even if sent within such 14-day period will not suspend any payment obligation.
9.3. If the client fails to remit payment within the 14-day period provided therefore or such other time as permitted by the user, the client shall be held in default by operation of law (without further notice). The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the client was held in default until the time of full and final settlement, in which context any part of a month shall be deemed to be a full month.
9.4. Following a failure of remittance by the client within the 14-day period provided therefore or such other period as permitted by the user, and further failure to do so within 14 days from a written notice of default (and application of interest) by the user, the client shall be charged administrative fees up to such amount equal to 10% of the initial invoice amount (and a legally permitted minimum of 60 euro).
9.5. If the client fails to remit payment within the 14-day period provided therefore or such other period as permitted by the user, furthermore the user shall have grounds to suspend all work and/or terminate all contracts with the client in accordance with articles 4 and 7.
9.6. In the event of a client being liquidated, declared bankrupt, or being granted suspension of payments, or not timely remitting its payments to user generally, all outstanding claims of the user on the client shall become immediately due and payable.
9.7. The user reserves the right to allot payments made by the client firstly to the payment of costs related to the administration and collection of payment and/or otherwise incurred as a result of a delay of payment, then to outstanding interest and finally to the principal amount and current interest. The user may refuse a payment offer, without thus being in default, if the client indicates a different order of allocation. The user may refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.
Article 10: Retention of title and co-ownership
10.1. Ownership of goods and works delivered by or through the user, including any written pieces, documents, physical products or compositions, files, data collections, designs, sketches, pictures, films, software, properties of any kind, etc., shall be transferred to the client only at such time as the client has met in full all of the obligations under the contract entered into with the user as a result of which such properties were delivered, or its transfer shall be reversed if so applicable under the same, determination of which shall be at the user's discretion.
10.2. In the alternative to clause 10.1, a delivery of property of any kind that is limited to a granting of usage rights shall not include a transfer of ownership at any time. Any delivery that is such a grant shall be specified to be so by the user.
10.3. In any transfer of ownership pursuant to clause 10.1, the user does not relinquish any original rights of ownership (or use in any way) on any non-physical property of any kind, unless expressly agreed in writing, resulting in co-ownership with the user.
10.4. In any such situations where ownership has not been transferred to the client in accordance with clauses 10.1 or 10.2, retention of title by the user shall be deemed to occur and continue accordingly.
10.5. The client is not authorised to pledge, sell, transfer, charge, lease, or encumber in any other way any properties covered by retention of title by the user or by co-ownership with the user, unless with the express written consent of the user.
10.6. In the event of third parties imposing an attachment on any properties delivered under retention of title by the user or co-ownership with the user, or setting out to establish or invoke any rights to such properties, the client will be obligated to notify the user accordingly as soon as is reasonably possible.
10.7. The client is obligated to take out insurance on any physical properties delivered under retention of title by the user and to keep them insured against fire, explosion and water damage and against theft and to provide such insurance policy for inspection on demand. The client is obligated to keep adequate backups of any non-physical properties so delivered.
10.8. In the event that any transfer of ownership or granting of usage rights regarding property delivered by the user is reversed or a contract to transfer such property or grant such rights is terminated or dissolved or such rights becoming the client end by any other means, the client shall return to the user all such material, documents, electronic files, data or any other media and destroy all copies, reproductions or assimilations of or including such materials, files or any other media, upon the first request by the user to do so.
10.9. In the event that the user so requires and is so entitled under these terms and conditions, regarding property delivered under retention of title by the user, the client hereby gives unconditional and irrevocable permission for the user or third parties engaged by the user to enter the places where such property is located and to repossess that property, and hereby declares to grant such access as and when so requested.
Article 11: Collection costs
11.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the user in connection with the client's non-compliance or late compliance with his payment obligations shall be for the client's account.
11.2. The client is liable for payment of interest over any debt collection costs.
Article 12: Guarantees, inspection and faults
12.1. The user does not give any guarantees on any goods or works of any kind unless expressly stated by the user in writing. If any guarantee is given, in case any work is done or goods are provided by a third party, the guarantee on such work and goods will be limited to such guarantee as is given by that third party.
12.2. Any guarantee given by the user or perceived to have been given by the user (including by means of implication; that which may reasonably have been expected by the nature of the contract) shall be null and void regarding any fault to, in or from, any goods and works delivered through or by the user;
12.3. It is the responsibility of the client to inspect, or have inspected, or examined diligently, the work performed or goods and/or works delivered by or through the user as soon as reasonably possible, and determine the completeness and quality of that delivered and the degree to which such corresponds to that agreed with the user.
12.4. The client shall be required to provide written notice to the user of any and all faults so determined pursuant to clause 12.3 and do so within 8 days of identifying such faults however no later than 14 days from the completion of the work or the delivery of the goods or works in question. Such notice must contain a precise description of the fault(s) and be in as much detail as possible in order to enable the user to propose an adequate solution in response. Furthermore the client shall provide the user with such access as is required to further inspect the goods and/or works in response to any such notice.
12.5. In the absence of any notices pursuant to clause 12.4, the work performed and/or goods and/or works delivered by or through the user shall be considered to have been performed or delivered as agreed and accepted by the client.
12.6. Any claims of faults that are not hidden from plain sight or should reasonably have been evident upon adequate evaluation, inspection or examination by qualified professionals, that are received after such period provided therefore under clause 12.4 shall not be taken into consideration and shall not grant the client any rights to restitution or termination of any kind.
12.7. Any claim of fault will not suspend the client's payment obligations under the contract other than if and insofar as the user has informed the client in writing that he regards the claim to be well-founded or well-founded in part, nor will it be grounds for termination, suspension or any other amendment of the corresponding or any other contracts with the user.
12.8. If a claim of fault is determined to be well-founded, the user shall, within reasonable time, amend or carry out or complete the work and/or deliver the goods or works in accordance with the contract unless such is demonstrable to no longer be of any benefit to the client and the user is so informed in writing.
12.9. If it is no longer possible or it is no longer beneficial to the clients (subject to clause 12.8) to amend or carry out or complete the work and/or deliver the goods and works in accordance with the contract, the user shall reimburse the client for such proportion of the total fees as are applicable to the piece of work or part of the contract not adequately performed and/or delivered, following which any further liability of the user shall be subject to article 16.
12.10. In the event that the user shall, pursuant to clause 12.8, deliver new goods or works to the client, or redeliver them, the client shall, upon the first request by the user to do so, return any previously delivered (faulty) goods and/or works to the user, or else be liable for replacement costs.
12.11. If any claim of fault imposed on the user is determined to be invalid by a court of competent jurisdiction or by its retraction by the client, all costs incurred by the user in response to and arising out of such claim, including the user’s defence costs, shall be charged to the client.
Article 13: Expiry period
13.1. Notwithstanding article 12, the client shall be required, if he establishes a fault other than provided for under clause 12.4 or remains of the opinion that a fault exists, to (unless notified in accordance with clause 12.4) notify the user of such fault or opinion in writing upon establishing such fault or the continuing thereof or as soon as reasonably possible, and to exercise any rights to institute claims on the basis thereof within one year from the date of such notice or on which notification should have taken place, in the absence of which all of his rights and claims in that regard shall lapse upon expiry such equal period.
Article 14: Suspension and dissolution
14.1. The user is authorised to suspend compliance with his obligations under
any contract or to dissolve such contract fully if:
14.2. The user is further authorised to dissolve a contract or have such dissolved if circumstances of such nature arise that compliance with such contract is no longer possible or can no longer reasonably be expected or required according to the standards of fairness and equity, or the contract cannot reasonably be left in effect in its current form.
14.3. If a contract is dissolved, the claims of the user on the client shall become immediately due and payable. If the user suspends compliance of his obligations, he retains his claims by law and under the contract.
14.4. If a contract is dissolved, the client cannot claim reimbursement of any earlier payments made to the user for any previously completed contracts or parts of contracts.
14.5. The user shall not under any circumstances be liable for any compensation of damages, losses or other costs arising out of or in any way resulting from the suspension or dissolution of a contract in accordance with these terms and conditions.
14.6. The user reserves the right at all times to claim compensation for damages and losses.
14.7. If a contract is dissolved in response to facts and circumstances that can be attributed to the client, the user will be entitled to compensation for damages and losses in respect of demonstrable loss of capacity utilisation including all costs resulting there from.
14.8. The provisions of these terms and conditions shall, in regards to any contract to which they had been stated to be applicable, continue in full effect after the dissolution of such contract on any grounds whatsoever.
Article 15: Return of issued goods
15.1. If the user has issued the client with any goods during execution of the contract, other than as part of the deliverables from the contract, the client is required to return those goods in their original condition, complete and free of any defects within 14 days of the user's first request to do so.
15.2. If the user has delivered any goods or works to the client during the execution of the contract, that is then dissolved, terminated or for any other reason such goods and/or works must be returned to the user, the client is required to return those goods in their original condition, complete and free of any defects within 14 days of the user's first request to do so.
15.3. If the client fails to meet the obligation set out under clauses 15.1 and 15.2 of these terms and conditions, the client will be required to compensate the user for any damages and losses and further costs resulting there from, including any replacement costs.
Article 16: Liability
16.1. In the event that the user is at any time held liable, that liability shall be limited in accordance with the provisions of this article 16.
16.2. For the purpose of this article 16, any reference to the liability of the user shall equally apply to its employees, directors, representatives and owners, and any external personnel and third parties engaged by the user, and any reference to work performed by the user shall include work performed by or through any one of those persons.
16.3. The user's total liability for direct and indirect damages and any direct or indirect losses suffered by the client as a result of a contract not being carried out on time, in full or correctly is limited to a maximum amount equal to the fee charged by the user to the client for the performance of the work or that part thereof in which the cause of the loss occurred, provided that such shall relate exclusively to the fee applicable to the last three months leading up to the emergence of such cause in which that work was carried out. Such a total and limit shall be applicable per cause per contract or stage of a contract, and to one contract or stage of a contract only (the first in which such cause occurred), and not per instance or per subsequent consequences from one cause or directly related causes.
16.4. The total liability payable by the user to the client pursuant to clause 16.3 cannot however under any circumstances exceed the amount for which the user's liability is insured or a maximum amount of 25.000 euro if no cover is provided by such insurance or at all.
16.5. The user’s total liability for direct or indirect physical (or psychological) damages to persons or property occurred on the premises of or caused by the properties or employees (including external personnel and that of third parties engaged by the user) of the user or caused by or resulting from the general execution of work and/or any procedures as part thereof by or for the user, or similar, shall in all cases and under any circumstances not exceed the amounts for which the user’s liability is insured; 1.250.000 euro per instance and 2.500.000 euro per year, and for which cover is provided by such insurance.
16.6. The user cannot be held liable for damages and losses caused by;
16.7. The user is further authorised at all times to maximally limit or reverse the client's loss, for which the client is obliged to cooperate in full.
16.8. The client shall be required to do all that it can and that may reasonably be expected from it to prevent and/or limit damages as they occur or a risk of their occurrence becomes evident in view of such professional insight as may reasonably be expected from the client, prior to claiming damages and/or other responsibilities from the user. Should the client fail to do so or do so adequately, the user shall not be liable for any damages or losses.
16.9. The user cannot under any circumstances be held liable for indirect damages or losses, including consequential losses, reputation damages, loss of income, missed savings or losses caused by business stagnation, whereby any liability is limited to direct damages only.
16.10. Direct damages shall include only reasonable costs that were incurred;
16.11. Notwithstanding the other provisions of this article 16, the user shall be liable only for such damages and losses that are not covered by any insurance policy of the client and are not attributable to any other party.
16.12. The limitations to liability described in this article 16 shall not apply to any damages that are the result of an intentional act or omission or of causes on par with gross negligence on the part of the user.
16.13. If any claim of liability imposed on the user is determined to be invalid by a court of competent jurisdiction or by its retraction by the client, all costs incurred by the user in response to and arising out of such claim, including the user’s defence costs, shall be charged to the client.
Article 17: Indemnification
17.1. The client indemnifies the user against claims of third parties regarding intellectual property rights on materials or information issued to the client and which are used during execution of a contract.
17.2. If the client issues the user with information carriers, electronic files or software, etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.
17.3. The client indemnifies the user against claims of third parties regarding any losses in relation to a contract executed by the user insofar as the user is not liable towards the client in that respect by virtue of article 16.
17.4. In the event that third parties make any claims against the user regarding matters covered in this article 17, the client shall assist the user without delay in all matters that he may reasonably be expected to assist the user.
17.5. Any costs incurred by the user following such claims pursuant to clause 17.4 shall be charged to the client.
Article 18: Transfer of risk
18.1. The risk of the goods forming the subject of a contract being lost or damaged shall transfer to the client at the time at which they are legally and/or physically delivered to the client and are thus placed at the client's disposal or a third party nominated by the client for that purpose.
Article 19: Force majeure
19.1. The parties are not required to comply with any obligations if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
19.2. In these terms and conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of the user and which prevent the user from meeting his obligations. This includes labour strikes within or at the user’s business.
19.3. The user shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met his obligations.
19.4. The parties can suspend their contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obligated to pay any compensation for damages to the other party.
19.5. If the user has already partly met or will partly meet his contractual obligations when the period of force majeure begins and independent value can be attached to the obligations complied with or to be complied with, the user reserves the right to charge the client for the obligations already complied with or to be complied with separately. The client will be required to pay that charge as though it were a separate contract.
Article 20: Confidentiality
20.1. Both parties are obligated to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of determining and executing a contract. Information is deemed to be confidential if the other party has been informed that the information is so or if the information could reasonably be expected by its nature to be so. Both parties shall furthermore ensure compliance with this article 20 by any other persons employed or engaged by or through the parties respectively, in as far as such relates to their common contract(s).
20.2. If either party (or persons engaged by a party) is required pursuant to a statutory provision or a legal ruling to disclose confidential information to any third parties designated by the law or a court of competent jurisdiction, and is unable to invoke a right to privilege recognised or permitted by statute or by such court, such party shall not be in breach of clause 20.1 and shall not be liable for any compensation or damages and the counterparty shall not be entitled to dissolve or terminate any contracts on the ground of any losses thus caused.
20.3. Confidential information shall not include any information that has come into the public domain by no fault of either party.
Article 21: Intellectual property and copyrights
21.1. Notwithstanding the other provisions of these terms and conditions, the user reserves the rights and powers enjoyed by the user under the Netherlands Copyright Act and any other rights becoming the user under any other intellectual property laws and legislation.
21.2. All reports, recommendations, contracts, documents, files, strategies, tactics, designs, sketches, pictures, films, software, etc., issued or delivered by or through the user shall remain property of the user (or the person engaged by the user) unless expressly agreed otherwise in writing (or limited by the physical nature of a property) including full retention of all original rights of ownership relating to such properties.
21.3. The user (and/or a person engaged by the user) shall retain exclusive rights of ownership pursuant to clause 21.2 if an issue or delivery is expressly a granting of usage rights.
21.4. All reports, recommendations, contracts, documents, files, strategies, tactics, designs, sketches, pictures, films, software, etc., issued or delivered by or through the user are exclusively designated for the client's use and the client may not, without the prior written consent of the user, reproduce them, publicise them, or communicate (in such a way as might be misleading as to the purpose or source) or sell, pledge, charge or lease them or any rights to them to any third parties.
21.5. The user reserves the right to use any information received or knowledge generated or accumulated through the determination or execution of a contract for the purpose of any other works or contracts, provided that doing so shall not conflict with article 20.
Article 22: No-takeover of personnel
22.1. During the term of a common contract and one year following its ending, termination or dissolution the client will refrain from employing (or seeking to employ) or otherwise making use of the services, directly or indirectly, of employees of the user or of persons engaged by the user for the execution of such contract or which are or have otherwise been involved in the execution of such contract, other than with the express written consent of the user.
Article 23: Applicable law, disputes and interpretation
23.1. These terms and conditions and all legal relationships between the user and a client to which these terms and conditions are applicable, are and shall be governed by the laws of theNetherlands, also in case all or any part of such a relationship is executed or the client is established outside theNetherlands. The Vienna Sales Convention is expressly excluded.
23.2. In the absence of a mandatory rule of law or written agreement to the contrary, only a competent judge in the municipality of the user's establishment has jurisdiction over these terms and conditions, their correct interpretation, any disputes concerning them, and any consequences from their applicability.
23.3. In the event of any dispute arising out of or regarding these terms and conditions, the parties shall not refer a matter to the courts until they have done their utmost to resolve the dispute in mutual consultation, and if so required and mutually agreeable enlist the assistance of professional mediation.
23.4. For means of its interpretation the English language version of these terms and conditions shall take precedence over any other language versions of these terms and conditions.
Article 24: Source of these terms and conditions
24.1. These terms and conditions in their latest version are available upon request and at http://www.isc.nu/terms.
24.2. The most recent version of these terms and conditions shall be applicable at all times unless an earlier version was applicable at the time that a contract was agreed in which case such earlier version shall remain applicable to such contract.