Terms & Conditions

1. General
These General Terms and Conditions apply to all offers, work, project proposals, and agreements between STYR Consultancy B.V. (hereinafter referred to as Styr) and clients, respectively, their legal successors.

2. Basis of Project Proposals
Project proposals from Styr are based on the information provided by the client. The client guarantees that, to the best of their knowledge, they have provided all essential information for the design and execution of the project. Styr will carry out the services to the best of its knowledge and ability, and in accordance with the requirements of good professional practice. This obligation is of an "effort" nature because the achievement of the intended result cannot be guaranteed. All project proposals and price quotations made by or on behalf of Styr are non-binding, unless otherwise stated in writing by Styr, and are valid for a period of 30 days.

3. Commencement of the Agreement
The agreement is deemed to have been concluded when it has been confirmed in writing or by email by Styr, or when Styr has commenced work.

4. Provision of Information and Personnel by the Client
To ensure the smooth execution of the assignment and adherence to the schedule, the client shall timely provide all documents and data required by Styr. This also applies to making available personnel from the client's own organization who will be involved in Styr's work. If the failure to provide timely information/personnel leads to additional work, action can be taken in accordance with article 9.

5. Involvement of Third Parties in Project Execution
After consultation with the client, Styr is allowed to engage third parties for the execution of the assigned project if necessary, at the client's expense and risk.

6. Appointments
Appointments must be canceled, if necessary, at least 24 hours in advance by telephone or email. Cancellations within 24 hours will incur charges for the reserved time.

7. Fees
The project proposal indicates which costs are included and which costs will be charged additionally. The rates and cost estimates do not include: any travel and accommodation costs, half of the travel time (for a single travel time of more than one hour), and VAT. Styr is entitled to adjust the rates annually, including for ongoing agreements, on January 1st, in accordance with the general CBS price index.

8. Payment Conditions
The fee and costs mentioned in article 7 are invoiced monthly unless otherwise agreed upon in writing. Payment must be made within 14 days of the invoice date, without deduction, set-off, or suspension for any reason, unless otherwise agreed upon in writing or stated otherwise on the invoice.

After the due date, statutory interest will apply and will be calculated on the entire invoiced amount, without the need for a reminder. If payment is not made, Styr may suspend the execution of the assignment invoking the uncertainty exception. If the client is in default or otherwise fails to fulfill one or more of its obligations, all reasonable costs incurred to obtain satisfaction shall be borne by the client, both judicial and extrajudicial.

If the assignment is given by more than one client, all clients are jointly liable for the performance of the obligations as indicated in this article (regardless of the name on the invoice).

9. Amendment of the Assignment, or Additional Work
The duration of the assignment may be influenced not only by Styr's efforts but also by various factors such as the quality of the information obtained by Styr and the cooperation provided. The time schedule made by Styr is therefore the best possible estimate based on the information available at that time.

The client accepts that the timing of the assignment may be affected if the parties agree during the execution of the assignment to expand or modify the approach, method, or scope of the assignment and/or the resulting activities. If the interim change affects the agreed fee or cost reimbursements, Styr will notify the client as soon as possible.

If an interim change in the assignment or its execution arises due to the client's actions, Styr will make the necessary adjustments if the quality of the service requires it. If such an adjustment leads to additional work, it will be confirmed to the client as an additional assignment.

10. Early Termination of the Assignment
Early termination of a fixed-term assignment is only possible if agreed upon in writing between the parties, and subject to a notice period of one calendar month. Styr retains the right to claim payment for the fees for work carried out up to that point, while providing the client with provisional results of the work completed so far. If this results in additional costs, these will be charged.

11. Intellectual Property Rights
Styr retains all intellectual property rights, both during and after the term of the assignment, developed by Styr in carrying out the assignment. All documents produced by Styr for the execution of the assignment and included in the advice or research results are and remain the property of Styr. Disclosure may only be made with Styr's prior consent. The client has the right to reproduce documents for use within their own organization, as far as it aligns with the purpose of the assignment. In the event of early termination of the assignment, the above shall apply mutatis mutandis.

12. Confidentiality
Styr is obliged to maintain confidentiality regarding all information and data from the client to third parties. Styr will take all possible precautions to protect the interests of the client in the context of the assignment. The client shall not disclose to third parties, without Styr's consent, any information regarding Styr's approach, methodology, and the like, or provide the report.

13. Liability
Styr is liable for shortcomings in the execution of the assignment to the extent that they result from Styr's failure to observe the care, expertise, and professionalism that may be expected when providing advice within the scope of the assignment. Liability for damages caused by shortcomings is limited to a maximum of the fee received by Styr for its services in that assignment. For assignments with a duration longer than six months, the liability referred to here is further limited to a maximum of the invoiced amount for the last six months. Any claims from the client in the above sense must be submitted within one year of discovering the damage; otherwise, the client has waived their rights.

14. Force Majeure
Force majeure in relation to the agreement means all that is understood in law and jurisprudence, including temporary or permanent incapacity of Styr.
Styr is not obliged to fulfill its obligations under the agreement if performance has become impossible due to force majeure. In the event of force majeure, Styr will notify the client immediately. With the exception of temporary incapacity expected to last less than a month, the client, upon receipt of this notification, has the right to cancel the assignment in writing in accordance with the conditions mentioned in article 10.

15. Applicable Law and Disputes
This agreement is exclusively governed by Dutch law. All disputes arising from the execution of this agreement or subsequent agreements resulting therefrom will be submitted to the competent court in the Netherlands for decision.

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