General
These General Conditions are applicable to all offers, activities and agreements between Vectrix B.V., hereafter named “Vectrix”, and client or his or her legal successor, unless both parties have agreed otherwise in writing. Any conditions applied by client are expressly not applicable, unless they have been accepted in writing by Vectrix.

Offers
Any offers from Vectrix are based upon the information provided by client. Client is liable for the completeness and correctness of the information provided to Vectrix to the best of client’s knowledge. If client provides false or  incomplete information, then Vectrix is entitled to withdraw the offer and/or terminate any activities conducted for the client without reason given and without incurring liability of any kind or nature towards client or any third parties. An offer remains valid for two months, unless the offer states otherwise.

Personnel
Client may under no condition employ staff from Vectrix or Conduct negotiations to this effect during the validity of the contract or within a year after termination thereof.

Tariffs and Remuneration
All costs pertaining to the application, including reproduction costs, translation costs, travel and subsistence costs etc. are additional to the agreed fee and will be added to the final invoice, unless agreed to the contrary. Vectrix keeps the right to pass on to the client any increase in the salaries of its employees or in any other costs, but not within the first three month after signing the cooperation agreement.

Declaration and Payment
Client is obliged to make advance payments regarding a task or application at Vectrix’ request. Vectrix has the right to charge its fee and expenses by monthly (advance) account. Payments should be made within 30 days from account date.

Client shall under no condition have the right to compensate any claim that client has or believes to have on Vectrix with any debt or obligation towards Vectrix. If the account is not settled by the due date, client will be charged any juridical expenses incurred by Vectrix should Vectrix take measures to have the account settled. If the activities are carried out for more than one client, all clients are individually and jointly responsible for any obligations arising from this co-operation to be met, as indicated in the present article and regardless of the ascription of the agreement or declaration.

Project Duration
Although Vectrix strives to complete its activities in accord with a time schedule that has been agreed with client, client declares to understand that the duration of an application depends upon a number of external and internal factors, such as, among others, the quality and the quantity of the information provided to Vectrix and the level of collaboration of client. Therefore, Vectrix cannot predict the exact duration of an application with certainty and declines all responsibility for delays that are relatively short in comparison with the overall duration of the application.

Interim Termination
Vectrix has the right  to terminate the agreement prematurely and without prior notice if client appears not to fulfil his or her obligations. Client will be notified in writing of the termination of the agreement. Vectrix maintains the right to claim payment of services performed under the agreement and the right to hold client responsible for any losses or damages incurred as a result. If either party is in a state of bankruptcy, applies for a moratorium, or ceases its activities, the other party will have the right to terminate the co-operation without notice and without affecting any statutory rights.

Non-Disclosure
Vectrix shall not disclose any information provided by client in the context of the co-operation. Vectrix shall not use confidential client information outside the limits of the co-operation and with any other scope than to perform the agreed activities.

Intellectual Property
All intellectual property rights that have been used or created during the execution of the consultancy service belong solely to Vectrix. Client will not disclose any information concerning Vectrix’ approach and methods or disclose reports and documents written in conjunction with Vectrix without the prior written consent of the latter.

Legal Liability
Vectrix is responsible for shortcomings in the execution of a project, inasmuch as these shortcomings are the result of Vectrix not observing a level of care, diligence, professionalism and expertise that may reasonably be expected for its advisory function regarding the particular project. Any liability for losses and damages incurred as a result of the above will be limited to the fee paid to Vectrix for its services regarding the particular project. Any such claims must be addressed to Vectrix in writing and within one year from the termination of the project. Any legal claims arising from the above have been initiated within six month from the date of the above notification. After this term, client loses all rights. Client shall indemnify Vectrix from any third-party claims.

Force Majeure
Vectrix cannot be held responsible for any failure to meet its obligations if such is not reasonably possible due to circumstances that are not directly attributable to Vectrix and that constitute a change from the situation as it was at the time of the signature of the agreement.

Applicable Law
These Conditions shall be construed under the Law of the Netherlands.

Arbitration
All differences and disputes pertaining to any agreements between Vectrix and client and to which these Conditions are applicable, shall be arbitrated by the country court where Vectrix is established.

These General Conditions are translated from Dutch. In case of a dispute the Dutch text is applicable.