General Terms and Conditions

1- Applicability

1. These General Terms and Conditions will be applicable to all quotations from and contracts with Guts Consultancy and any action taken by Guts Consultancy in connection with these, regardless of whether they were taken at a preparatory stage or were part of the execution of the contract, unless parties have agreed otherwise in writing. 

2 - Offer and Acceptance

1. All quotations and prices quoted by or on behalf of Guts Consultancy are free of obligations with respect to the price, content and delivery times. They will remain valid for 30 days.
2. Parties have concluded a contract when Guts consultancy has received and accepted the quotation or contract signed by the Client.
3. Any additions to and amendments of this contract will only be valid if they are made with mutual consent and in writing. 

3 - Duration and Termination

1. Either party may terminate a contract for an indefinite period by means of a written notification to the other party. The term of notice is two months.
2. Guts Consultancy may terminate the contract with immediate effect without any prior notice of default and without any court intervention if the Client is declared bankrupt, has applied for or granted moratorium or has lost the power of disposal over its assets in any other way. The Client will not be entitled to any compensation in this event. 

4 - Delivery Times

1. The delivery times quoted by Guts Consultancy are merely an estimate and of an informative nature only. They will not entitle the Client to any compensation or dissolution of the contract if they are exceeded. 

5 - Breach of contract

1. In addition to case law and the statutory definition of breach of contract, the following circumstances will also constitute force majeur by Guts Consultancy:a) a failure in the availability of persons involved in the execution of the contract, such as illness, inability to work, personal indispensability, strikes, or the termination of employment contract, contract for the supply of services or freelance contract;b) delays or defaults on the part of its suppliers. 
2 . If the force majeur does not exceed a period of two months, Guts Consultancy may suspend the execution of the contract during this period until the circumstances giving rise to the force majeur have ceased to exist. If the duration of the force majeur exceeds a period of two months, either party may terminate the contract prematurely without regard to the period of notice. In this case, Guts Consultancy will remain entitled to demand payment for the services it supplied with respect to the performance of the contract before the circumstances that caused the force majeur became apparent. 

6 - Price

1. If the Client has agreed to a fixed price, it will only apply to the activities and services of Guts Consultancy included in that particular agreement. Any additional or deviating activities and services required by the Client, referred to as "extra work" below, will be invoiced on the basis of subsequent calculation if and when the amount of extra work exceeds 10% of the agreed fixed price.
2. The following circumstances may be defined as extra work and, as a result, lead to invoices described in paragraph 1 of this article:
a) additions or alterations to the analysis and changes in the Client's requirements or design after having been approved by the Client;
b) any requirements, preconditions or expectations of the Client that were not, not entirely or not clearly expressed to Guts Consultancy;
c) defects and inadequacies of the products or services supplied by third parties that in all reasonableness were not foreseeable to Guts Consultancy or were (mostly) beyond Guts Consultancy' control;
d) Client's failure to cooperate in the execution of the agreement.
3. The Client is deemed to have agreed to any extra work and the additional cost if it allowed the extra work to proceed without giving any indication that it was not required.
4. The Client will be invoiced for the activities not included in the fixed price on the basis of subsequent calculation and in accordance with the agreed rates. If no such rates have been agreed beforehand, the rates will be determined later in accordance with Guts Consultancy's usual methods.
5. Guts Consultancy may charge additional costs for waiting periods on top of the agreed rates if Guts Consultancy is unable to perform its obligations on time owing to circumstances that can be attributed to the Client.
6. Any recommended price in the quotation must be regarded merely as an estimate that is not binding.
7. All prices quoted are exclusive of VAT and other state levies.8. Guts Consultancy may change its rates. The Client will be notified of any price change at least two months before its coming into effect. The Client may terminate the contract within seven working days of the notification, as per effective date of the price change. 

7 - Terms of Payment

1. Invoices will be sent monthly.
2. Guts Consultancy may always invoice one or more advances, to be settled at a later stage, prior to the start or continuation of its supply of services. Advance invoices may not exceed the amount that is expected to be due in the following two months. If the Client fails to pay an advance invoice, Guts Consultancy may not commence or suspend or terminate its duties.
3. Invoices, including VAT, must be paid within 14 days from the date of the invoice into the agreed account of Guts Consultancy. A failure to pay an invoice, partially or fully, after the expiry of the term of payment means that the Client will be in default by operation of law, without default notice. It will then owe Guts Consultancy a delay interest equal to the statutory interest as from the date of the expiry of the term of payment. If Guts Consultancy must employ a debt collection agency to collect its invoices to the Client, the latter must pay all expenses involved with this collection, both in and out of court. Parties agree that the non-legal debt collecting expenses are fixed at 15% of the total amount due plus interest, with a minimum of 250, exclusive of VAT.
4. All payments must be made without set-offs or deductions.5. Any complaints about the invoices of Guts Consultancy must be submitted in writing within two weeks from the date of the invoice. If the Client does not to do so, it is deemed to have accepted the invoice. 

8 - Intellectual Property Rights

1. Guts Consultancy must indemnify and hold free the Client against any third-party claims as regards patents or intellectual property rights. The Client must support Guts Consultancy with respect to these indemnification issues in court as well as out of court.
2. Guts Consultancy will not be held to indemnify the Client if:
a) the (alleged) infringement is the result of incorrect or inadequate data supplied by the Client to Guts Consultancy;
b) the Client uses the goods supplied by Guts Consultancy for purposes other than for which they are intended, developed or supplied (to Guts Consultancy's knowledge);
c) the goods supplied by Guts Consultancy have been altered or adapted in any way by the Client or third parties. 
9 - Confidentiality

1. Parties undertake not to disclose any confidential information from the other party that has come to their attention in the course of the contract governed by these General Terms and Conditions, when it is evident that the other party wishes this information to remain confidential. 

10- Information

1. The Client must provide all data and documents necessary for the due execution of the order in time, in the form and presentation requested by Guts Consultancy.
2. Guts Consultancy may suspend the execution of the order until the Client has met its obligations mentioned in paragraph 1 of this article.
3. The Client is fully responsible for providing correct, complete and reliable data and documents to Guts Consultancy. Guts Consultancy does not accept any liability for damage resulting from incorrect or incomplete data and documents provided by the Client. The Client will be liable for any damage suffered by Guts Consultancy as a consequence of the use by Guts Consultancy of incorrect or incomplete data provided by the Client. 

11- Liability, Indemnification and Exemption Clauses

1. To the extent that Guts Consultancy depends on the cooperation, services and supplies of third parties for the performance of the contract, it will not be liable for any damage resulting from these relations or their discontinuation, irrespective of whether the damage is caused or becomes apparent when the relation with Guts Consultancy is ongoing.
2. Should Guts Consultancy be held liable at all for any damage sustained by the Client, its liability will be restricted to the alternative compensation for an amount of no more than twice the agreed contract price (sum total, exclusive of VAT). If the contract is, in essence, a continuing performance contract with duration of more than 6 months, the agreed price will be equal to the total sum of fees for 6 months (exclusive of VAT). Any liability of Guts Consultancy for any other type of compensation, such as additional compensation, compensation for indirect damage, consequential damage, lost turnover or loss of profit is excluded.
3. The Client guarantees that third party's rights will not be infringed by providing equipment, computer programs or materials to Guts Consultancy in order to be used, adapted or improved by Guts Consultancy. In this respect, the Client indemnifies Guts Consultancy against any action based on an alleged infringement of third party's rights.
4. The Client ensures that the content of brochures (texts) and other documentation it supplies are correct. 

12- Changes in General Terms and Conditions

1. Guts Consultancy reserves the right to change or add further provisions to these General Terms and Conditions.
2. Any changes will also apply to agreements that were previously concluded. They become effective with effect of 30 days after the Client is notified in writing of these changes.
3. If the Client refuses to accept a change in these General Terms and Conditions, it may dissolve the contract with effect of the date when the new General Terms and Conditions will become applicable. 

13- Disputes and Applicable Law

1. A court order that declares one or more of the provisions of these General Terms and Conditions void will not affect the validity of the remainder of these General Terms and Conditions. Guts Consultancy and the Client will consult each other in order to replace the cancelled or void provisions, thereby taking into account, as much as possible, their intent and meaning.
2. All offers and agreements to which these General Terms and Conditions apply are exclusively governed by Dutch law.
3. Any disputes directly or indirectly arising from or relating to this agreement may only be brought before the competent court in The Hague. 

14- Registered and Deposited General Terms and Conditions 

1.These general terms and conditions were deposited with the Haaglanden Chamber of Commerce in The Hague under number 27289556 on the 18 July 2007.

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