All assignments granted by clients shall be deemed, to have been given exclusively to Grain Data Consultants BV (‘ GDC”) and to be carried out by her, even if the assignment is expressly or tacitly understood to be carried out by a specific person. The application of Section 7:404 of the Dutch Civil Code (“DCC”), which provides for this case, and the operation of Section 7:407 subsection 2 DCC, which establishes joint and several liability in the event an assignment is received by two or more persons, is entirely excluded.
GDC will execute the assignment with all due care and to the best of its endeavours.
If in connection with the execution of the assignment a circumstance should occur, which also includes failure to act, leading to liability on GDC’s part or to any (legal) persons (previously) associated with it, the joint and several liability of GDC and those (legal) persons shall always be limited to the amount, billed to client (and paid by client) in relation to the assignment and in the 12 months preceding the date a claim is made.
By giving the assignment, the client, unless otherwise agreed, authorises GDC to call upon third parties insofar as GDC deems necessary for the performance of the assignment, and incur the associated costs and expenses. When deploying third parties in the performance of the assignment, GDC shall always exercise due care. Any and all liability on GDC’s part for shortcomings of third parties deployed shall be excluded. GDC shall be authorised in all cases to accept third party liability restrictions.
All claims of clients shall lapse if they have not been submitted to GDC in writing and stating reasons within one year after the client was aware of, or could reasonably have been aware of, the facts on which he bases his claims and in any case five years after the date of the final invoice.
The client shall indemnify GDC against any third-party claims and associated costs to be incurred by GDC, including reasonable costs for legal assistance, for claims resulting from work carried out by GDC on the client’s behalf.
Unless expressly agreed otherwise, the fee GDC will charge the client is determined by multiplying the number of hours spent in the performance of an assignment by the applicable hourly rate as set by GDC for each of its employees.
The hourly rate may be raised without notice if (i) an employee moves into a higher hourly rate as a result of extended work experience, his/her expertise or experience expands or he/she takes on a new position, or (ii) GDC believes that a general increase in the hourly rate is justified by market circumstances.
Costs paid for by GDC on behalf of the client, shall be charged separately. Furthermore, a percentage of the calculated fees can be charged to cover general office costs.
In principle, GDC invoices monthly but may also invoice more frequently or less frequently. Payment must be made within 21 days of the invoice date. The payment dates are firm as referred to in Article 6:83 of the Dutch Civil Code. In the event of failure to pay on time, GDC is entitled to charge statutory interest to the client without further notice of default. Furthermore, GDC may suspend or terminate its services if the client does not settle an (advance) invoice on time. GDC may invoice in instalments for assignments for which a fixed fee has been set. Agreements to this end will be made in advance with the client.
If the assignment is terminated by or on account of the client before GDC has completed the agreed work, the client is obliged to pay a fee based on the hours worked multiplied by the applicable hourly rate plus the charge to cover general office costs. GDC can at any time request that the client immediately pays an advance for work performed or to be performed.
The client consents that GDC, in its communications, uses digital means of communication and data storage services whether provided by third parties or not. GDC is not liable for damages resulting from the use of such services. All electronic communication, including e-mail, is considered to be written. The client acknowledges that electronic communication is not secure and may be intercepted, manipulated, infected or wrongly sent or forwarded, including by viruses and spam filters.
The legal relationship between the client and GDC shall be governed by Dutch law. The Dutch Court shall have exclusive jurisdiction to hear of any disputes between client and GDC.