GENERAL TERMS AND CONDITIONS OF TATB IP & Legal

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1. These “General Terms and Conditions” apply to every agreement for services between a client and TATB, including any person affiliated with TATB. TATB excludes the applicability of any general terms and conditions used by the client.

 

2. In these terms and conditions:

• "TATB" means a sole proprietorship (‘eenmanszaak’) under Dutch law. TATB is based in Weert, The Netherlands, and is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 93184034;

• "client" means the person engaging TATB to provide services;

• "person affiliated with TATB" means every person working at TATB on the basis of an employment agreement or otherwise. Persons affiliated with TATB include persons formerly affiliated with TATB; and

• "person" means a legal entity or a natural person.

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Quotes

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3. Quotes by TATB shall be based on the information supplied by the client. All quotes by TATB are non-binding, unless specifically specified in writing, and shall exclude VAT and other applicable taxes or charges.

 

4. TATB cannot be bound by a quote if the client could reasonably understand that (a part of) the quote contains an obvious mistake or writing error.

 

5. A quote combining or including third party services not rendered by TATB will not oblige TATB to carry out or have carried out (a part of) such third party services included in the quote at the price specified for such service. The terms and conditions of a quote shall not apply to any future engagement or services not specified in that quote.

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Services

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6. TATB will exercise due care in executing an assignment and will provide the services to its best ability. TATB will not be responsible or liable for any failure to advise on matters outside the scope of the agreed services. The acceptance of an engagement by TATB gives rise to an obligation on TATB’s part to make an effort to achieve an envisaged outcome (‘ inspanningsverplichting’), but not any obligation to actually achieve such outcome (‘resultaatverplichting’).

 

All services are deemed to be instructions rendered to and accepted by TATB only pursuant to a contract for professional services (‘overeenkomst van opdracht’), even if it is the express or implied intent of the client that an instruction will be performed by a specific person. Sections 7:404 instruction (in view of specific person), 7:407(2) (joint and several liability multiple instructed persons) and 7:409 (passing of service provider) of the Dutch Civil Code (Burgerlijk Wetboek) shall not apply, even if the intention (tacit or otherwise) is that an assignment will be performed by a specific person.

 

7. TATB shall only be deemed to provide its services in relation to Dutch law, unless otherwise expressly agreed in writing. If the client requires specialist services pertaining to the laws of other jurisdictions, TATB is ready to instruct or assist the client in identifying specialists for appropriate transactions and to maintain a coordinating project management role in relation to the involvement of such specialists. TATB does not accept any liability in respect of the services provided by abovementioned specialist services, nor does TATB accept any payment obligations on behalf of client for such services.

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TATB - Third parties

 

8. TATB may engage third parties in the course of the performance of the services. TATB shall, to the extent possible, consult the client before instructing third parties. Any additional costs incurred as a result of third party engagement are payable by the client and are subject to the client's prior written approval if they exceed the amount of €500.- (excluding VAT).

 

TATB shall exercise due care when engaging third parties. TATB shall not be liable towards the client for any damage resulting from a third party’s acts, omissions, negligence and/or failure to perform its obligations timely and/or properly. Any instruction to TATB includes the authorization for TATB to agree to terms and conditions, including any limitation of liability, of any third party, on behalf of the client.

 

Client - Third parties

 

9. Performance by TATB of its services are exclusively for the benefit of the client. Third parties cannot derive any rights from the performance of the work carried out for the client. TATB does not accept any liability in respect of these third parties for any breaches or omissions concerning the advice or statements it has issued. If the advice (written or otherwise), (court) documents, legal opinions or the content of other services are issued, addressed or disclosed to third parties at the request of or for the client, the client is obliged to inform such third parties that this is subject to these General Terms and Conditions and the client indemnifies TATB against all damages and costs that TATB is obliged to pay to a third party at any time and for whatever reason. Without the prior written consent of TATB, a third party is not entitled to publicly disclose or make use of the disclosed information. If such consent is given, the third party is bound to these General Terms and Conditions, as well as any additional conditions to which such consent is subject.

 

Fees and expenses

 

10. TATB’s professional fees shall be calculated on the basis of hourly rates. Alternatively, client and TATB may agree on a fixed fee for specific services or a specific engagement. All fees shall be invoiced subject to 21% VAT (if applicable), as well as other applicable taxes and charges.

 

11. Time spent on travel or business trips in the context of handling the assignment will be charged at the agreed hourly rate. Any expenses paid for by TATB in carrying out the client’s instructions and/or on the client’s behalf (such as courier or travel costs) shall be charged to client. TATB will always try to seek the client’s approval before incurring any significant amounts. Expenses will be invoiced on a cost basis (including applicable taxes and charges such as VAT).

 

12.TATB does not charge office costs.

 

Invoices

 

13. TATB will invoice the client in Euros on a monthly basis, unless agreed otherwise in writing. Invoices must be paid in full within 14 days from the invoice date. If TATB does not receive any written notification of objection to an invoice within 14 days of the invoice date, the client shall be deemed to have accepted the invoice, as well as the underlying activities and records. Any objections against an invoice do not suspend the client’s payment obligation. Following expiry of the payment term, the client will be deemed to be in default without prior notice being required. TATB may claim statutory interest (‘wettelijke rente’), judicial and any out-of-court (collection) costs (‘gerechtelijke- en buitengerechtelijke (incasso)kosten’). These costs shall be fixed at 15% of the principal amount due or such a lower percentage as required by mandatory law.

 

14. If the client does not pay an invoice fully or timely, TATB is also allowed to suspend or cease any work for the client without being obliged to pay any potential damages resulting from such suspension. The client shall not offset any (alleged) claim against an invoice or suspend its payment obligations towards TATB on whatever ground.

 

No third party funds

 

15. TATB does not have a trusted third parties funds foundation (‘stichting derdengeldenrekening’) with a third parties funds account (‘derdengeldenrekening’) and as a result is not able to receive third party funds (‘derdengelden’) in trust.

 

Complaints

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16. Complaints about the services rendered by TATB must be submitted in writing within 8 days from the moment the client became aware or could reasonably have been aware of the act or omission that gave rise to the complaint, but no later than within 14 days after the services were rendered. TATB will use commercially reasonable efforts to resolve the complaint in a satisfactory manner.

 

 

Liability

 

17. Any liability on the part of TATB towards the client for damages resulting from or related to the performance of services will be limited to the lower of (i) the fees paid by client to TATB during the 12 months immediately preceding client’s notification to TATB of the applicable client claim, for the services in relation to which the damages have occurred, or (ii) € 10,000 (ten thousand euro).

 

18. TATB shall at no time and under no circumstances be liable for lost profits or lost savings, indirect, incidental, punitive, special or consequential damages, whether or not such damages are based on tort (“onrechtmatige daad”), warranty (“garantie”), contract or any other legal theory, even if TATB has been advised, or aware of the possibility of these damages.

 

19. Any claim for damages, as well as any other legal claims, in relation to the services provided by TATB must be notified to TATB within 14 days of the client establishing the breach, on penalty of forfeiture of rights and/or claims. Without prejudice to the provisions of article 6:89 of the Dutch Civil Code, the client's claims and/or rights will lapse if the matter is not brought before the competent courts within 1 year after a breach in performance has been notified to TATB. TATB can only be expected to interrupt any running limitation period (‘verjaringstermijn’) or expiry period (‘vervaltermijn’) if and insofar as TATB and the client have expressly agreed on this in writing in the contract for services.

 

Force Majeure

 

20. If TATB cannot timely or properly fulfil its obligations under the assignment as a result of a cause that cannot be attributed to TATB, such obligations shall be suspended until the time that TATB is capable of fulfilling these obligations. Illness on the side of TATB will in each case be considered as force majeure. If the period in which fulfilment of TATB’s obligations is not possible, is longer than two months, parties are authorized to terminate the assignment without any right of the client to compensation for damages. The performance already effected under the assignment shall be settled pro-rata.

 

Indemnification

 

21. The client indemnifies and holds TATB harmless from and against any and all third-party claims, including reasonable legal costs, related in any way to the services that TATB provided to the client, unless they result from gross negligence or willful misconduct by TATB. This provision does not apply to the extent a claim is the result of willful misconduct or gross negligence (‘opzet’ of ‘bewuste roekeloosheid’) by TATB.

 

Duration and Termination

 

22. The client may terminate the engagement at any time by giving written notice to TATB. TATB may terminate the agreement with the client by giving the client 14 days prior written notice or by giving immediate written notice, if the continuation of the agreement cannot reasonably be expected from TATB or if the client does not pay an invoice fully within 14 days of the due date. If the engagement is terminated, regardless of who initiated the termination, the client will remain bound to pay fees for work carried out by TATB before the end of the engagement and for any activities that TATB may need to carry out after the termination of the engagement.

 

Intellectual property

 

23 TATB owns and will continue to own all worldwide right, title and interest in any materials, documentation, and software that are used in performing the services, as well as any deliverables created during the performance of or resulting from the services. Title to all intellectual property rights created by or on behalf of TATB in performing services shall vest in TATB and no transfer of title to, or license in favor of, client of any intellectual property rights used by or on behalf of TATB in the provision of services shall occur.

 

24. TATB grants client a non-transferable, non-exclusive, perpetual and royalty-free license to use the deliverables created during the performance of or resulting from the services, for the purpose for which they were prepared.

 

25. If client is in default of any of the terms in these General Terms and Conditions, client’s license as granted under 24. above will automatically terminate. Client shall indemnify TATB from or in connection with any breach of the provisions 23. through 24. above and client shall reimburse all costs and expenses incurred by TATB in defending any claim, demand, suit or proceeding arising from or in connection with such breach.

 

26. Except for the rights expressly granted under these General Terms and Conditions: (i) TATB reserves all rights, title and interest, together with all intellectual property rights thereto, resulting from all services and contained in documentation provided or made available to client, and (ii) no other express or implied license, right or interest in or to any patent, patent application, copyright, trade secret, trademark, trade name, service mark, or any other intellectual property right is granted hereunder.

 

27. None of these General Terms and Conditions, shall be construed as conferring any right, license or immunity:

 

• under any intellectual property rights to any combination, machine, or process in which the materials or deliverables resulting from the services might be used, or to any modifications of such materials, deliverables, or documentation;

• with respect to any trademark, trade or brand name, corporate name, or any other name or mark, or contraction, abbreviation or simulation thereof;

• under any intellectual property rights covering an industry standard set by a standard setting body or agreed to between at least two companies; or

• under any intellectual property rights with respect to which TATB has informed client or has published a statement that a separate license has to be obtained or that no license is granted or implied.

 

Information

 

28. The client guarantees the accuracy, completeness, reliability and legitimacy of the data and information provided to TATB by the client or on the client’s behalf, also if this data and information have been provided through a third party or originate from a third party. The client is obliged to immediately inform TATB of facts or circumstances that could be important in connection with the performance of the services, including but not limited to all relevant changes to its data, such as changes to address or invoicing information.

 

Personal data

 

29. Both the client and TATB shall act in accordance with the General Data Protection Regulation (‘Algemene Verordening Gegevensbescherming’) and other applicable regulations and legislation concerning the protection of personal data. TATB is allowed to process, store and disclose the client’s (personal) data to third parties engaged by TATB in connection with the handling of the instructions and for the purposes of its client management. If and when so required, the client and TATB shall enter into a data processing agreement (‘verwerkersovereenkomst’).

 

Confidentiality

 

30. Client and TATB will treat the information received from the other before, during and after the engagement as confidential for a period of 10 years, insofar as such information is specified as confidential or if the recipient knows or ought to reasonably know its confidential nature.

 

31. In any event the client will treat the content of an offer as confidential. If required, the client shall as much as possible exclude or make illegible any personal data or other confidential information that TATB will not need in the performance of its services. Client shall use commercially reasonable efforts to transfer any confidential information to TATB in a secure manner.

 

32. Any duty of confidentiality under these General Terms and Conditions will lapse as soon as the information is available through public sources, other than as a result of an unlawful disclosure by TATB of client’s confidential information, or by client of TATB’s confidential information. The client and TATB are entitled to provide confidential information to any government institution if it is required to do so by statutory regulation or authorized legal order. In such a case such one party must notify the other party of this obligation as soon as possible.

 

33. The obligations included in 32. above do not affect the right of TATB to transfer the relevant confidential information to a third party for the performance of the engagement and to professional advisors under identical confidentiality obligations. The client and TATB remain bound by the obligations in this article even after the engagement has terminated for whatever reason.

 
Electronic communication

 

34. The client agrees to electronic communication, including Whatsapp, and this form of communication being considered written communication.

 

35. Client acknowledges that electronic communication may not always be safe. TATB is not liable for digital unavailability, faults in the internet, the telephone network, the electricity grid or computer systems, electronic communication not being secure and/or any electronic communication being infected, intercepted, manipulated, delayed, misdirected, for instance due to a spam filter, virus or otherwise.

 

36. Client also agrees that TATB will use services for the storage of data provided by third parties or otherwise. TATB will not be liable for any damage and/or loss arising from the use of such services.

 

37. If the client acts in a professional or commercial capacity (‘handelt in de uitoefening van een beroep of bedrijf’), the applicability of Articles 6:227b, paragraph 1, and 6:227c of the Dutch Civil Code, pertaining to (the conclusion of) e-commerce transactions is excluded.

 

Data retention

 

38. The client is advised to save important documents and only destroy them if required by law or regulations. Following the completion or termination of the engagement, relevant correspondence and agreements forming part of the case file will be retained by TATB in accordance with legally determined retention periods, after which TATB may destroy the case file without further notification, unless TATB and the client expressly agree otherwise in writing. The client may obtain the case file with all documents throughout the retention period. The client shall bare the costs for extracting such file.

 

Jurisdiction and Court

 

39. These General Terms and Conditions (including 40. below) and any non-contractual obligation arising out of or in connection with these General Terms and Conditions are governed exclusively by Dutch law.

 

40. The ‘s Hertogenbosch District Court in the Netherlands has exclusive jurisdiction to settle all disputes arising out of or in connection with these General Terms and Conditions and related services, including disputes about its existence and its validity and any non-contractual obligations.

 

41. 39. and 40. above apply equally to non-contractual obligations of persons affiliated with TATB that arise out of, or are connected with, these General Terms and Conditions and related services. This paragraph is an irrevocable third-party clause for the benefit of every person affiliated with TATB.

 

Client name and trademark

 

42. The Client consents to TATB using its name and trademark (including client logo) as part of promotional activities undertaken by TATB. Without prejudice to the foregoing TATB shall comply with client guidelines or reasonable instructions relating to the use of such name or trademark.

 

Transfers

 

43. The client is only entitled to transfer its rights and obligations to a third party with the prior written consent of TATB.

 

Amendments

 

44. TATB reserves the right to amend these General Terms and Conditions at any time. The amended General Terms and Conditions will be applicable to all new quotes and new assignments under existing engagements.