These Conditions were filed with the Chamber of Commerce in Utrecht on 13 April 2022 under number KvK 0001-4934 / 09118043.
Clause 1: GENERAL PROVISIONS AND APPLICABILITY
- Involve, in these General Conditions, means the private limited liability company Involve B.V., with its registered office in Nijmegen and an office address at Albertus Perkstraat 88, (1217 NW) Nijmegen, Chamber of Commerce number 09118043.
- The Client, in these General Conditions, means the natural or legal person who has given an Assignment to Involve for the performance of work or for the production or supply of tangible or intangible property.
- Assignment, in these General Conditions, means the agreement between the Client and Involve for the performance of work and/or the production or supply of tangible or intangible property, all in the broadest sense of the terms, for or on the instructions of the Client.
- Work, in these General Conditions, means (strategic, policy and management) advice, including the design of and support for (communication) strategies in the medium to long term, the performance of audits and the issue of second opinions, (management) training, (personal and team) coaching and the recruitment, selection, assembly and placement of (a team of) interim or permanent personnel on a secondment or other basis, all in the broadest sense of the terms.
- The following conditions apply to all quotations and tenders issued by, all orders to and all assignments to Involve. Conditions deviating from these Conditions and/or a Client’s own conditions or stipulations may only be relied upon if Involve has accepted those stipulations or conditions explicitly and in writing.
- These General Conditions have been filed with the Chamber of Commerce for Central Gelderland and may be consulted at www.involve.eu. Clients with whom an agreement has been concluded previously on the present Conditions are deemed to have agreed to the applicability of the most recently filed version of these Conditions, as also published on involve.eu, in relation to subsequent agreements with those Clients.
Clause 2: QUOTATIONS, TENDERS, PRE-CALCULATIONS ETC.; OBLIGATION TO RETURN DOCUMENTS
- All quotations, pre-calculations, tenders and similar communications issued by Involve are entirely without obligation.
- They may only be accepted in unamended form. Quotations issued by Involve are based on the data provided by the Client. The Client warrants that it has provided all relevant information, to the best of its knowledge and ability.
- Any documents and information that form part of the quotation, etc. (such as proposals, designs, analysis, plans for approaching the work and similar) have been prepared as carefully as possible but are not binding. They are and remain the property, including intellectual property, of Involve. If the Assignment does not come to fruition, the Client must return the documents and information to Involve when first asked to do so, without retaining copies thereof, using them or issuing them to third parties.
Clause 3: FINALISATION OF AGREEMENTS AND CHANGES TO ASSIGNMENTS ALREADY ISSUED
- An offer will be deemed not to have been accepted unless it is accepted or Involve has confirmed the acceptance in writing within two weeks. No rights may be derived from oral communications and/or commitments made by or on behalf of Involve.
- As far as the Assignment is concerned, the Client will never be able to rely on the fact that it is acting on behalf of a third party unless this has been notified explicitly to Involve and Involve has then accepted the Assignment on that condition.
- Acceptance by the Client will also include the transmission or deposit of information or items that form the basis of the work or production of tangible or intangible goods included in the quotation or offer can be performed, or admission by the Client or the Client’s contacts to their property or systems for individuals engaged by Involve to perform the work.
- The Assignment replaces all previous proposals, correspondence, arrangements and other communications whether oral or in writing.
- The Client bears the risk that Involve might not receive the Client’s communications or not receive them correctly, promptly or completely.
- To the extent that there is any ambiguity about the contents of the Assignment given and its acceptance, the work performed by Involve will be deemed to be done in accordance with the contents of the Assignment.
- Involve reserves the right to do additional work beyond what is stated in the Assignment or its acceptance and charge the Client for that work, if that work is in the interests of the Client and/or the proper performance of the Assignment. The Client will be notified of the performance of any such additional work within a reasonable period.
- If Involve performs other work, at the Client’s request, beyond the content and scope of the agreed service, the Client will pay Involve for that extra work in accordance with Involve’s normal charging rates. Involve is not, however, obliged to comply with any such request and may require a separate or additional written agreement to be concluded for such work.
Clause 4: ANNULMENT AND CANCELLATION
- Involve is always entitled to terminate the agreement with immediate effect by means of registered letter or bailiff’s writ, with no requirement for most of default or judicial intervention if (a) the Client becomes bankrupt or an application is made for its bankruptcy or for a moratorium on payments, (b) the Client leaves outstanding debts unpaid, (c) embarks upon liquidation, (d) moves its established domicile or registered office to a location outside the Netherlands, all without previously creating a security to the satisfaction of Involve for payment of all sums due and to become due in terms of the Assignment, or (e) the Client loses power of disposal over all or part of its assets by means of attachment, appointment of a trustee or otherwise, unless it creates a security in favour of Involve, to the satisfaction of Involve, for payment of all sums due and to become due in relation to the performance of the Assignment.
- Each party is entitled to terminate the agreement, subject to one month’s notice, by means of registered letter or bailiff’s writ, if the other party has repeatedly failed, culpably or otherwise, to fulfil one or more of its obligations and where that failure has not been rectified within such time as may be set in a formal written warning to that effect.
- The Client is entitled to annul (terminate) the agreement by registered letter or bailiff’s writ before Involve embarks on performance of the agreement, and subject to the Client indemnifying Involve in respect of any losses arising for Involve, on the proviso that such losses may be difficult to determine and are therefore set fairly by the parties in advance, pro rata, at the amount of the Assignment corresponding to a period of six weeks of the Assignment’s duration or to the entire amount of the Assignment if the Assignment is of shorter duration, all excluding turnover tax (VAT/BTW).
- The Client is entitled to annul (terminate) the agreement by registered letter or bailiff’s writ, giving six weeks’ notice and subject to the Client indemnifying Involve in respect of any losses arising for Involve, on the proviso that such losses may be difficult to determine and are therefore set fairly by the parties in advance, pro rata, at the amount of the Assignment corresponding to a period of six weeks of the Assignment’s duration or to the entire amount of the Assignment if the Assignment is of shorter duration, all excluding turnover tax (VAT/BTW) In addition, the full amount of the Assignment remains due for the period of notice, whether or not the work is performed. If the Client wishes to have the work undertaken by a third party, Involve will cooperate in any such transition. To the extent that the work involved in the transition creates additional work, Involve will be entitled to charge for that work and any associated expenses separately at its normal charging rates.
- Any amounts already invoice by Involve before the termination, in connection with work it has done in performance of the agreement and expenses that Involve has incurred, relating to the period between the most recent invoice date and the date on which the agreement is terminated will remain due in full and become immediately payable on termination.
- Should it prove permanently impossible for Involve to comply with the obligations under the agreement, it shall be entitled to terminate the agreement with immediate effect by means of registered letter or bailiff’s writ. The Client remains obliged to pay for such services as have already been used.
- The application of Articles 7:756 and 7:764 of the Dutch Civil Code (“DCC”), is hereby excluded.
- Legitimate terminations may not result in liability for the party terminating the agreement, except as otherwise provided in this Clause.
- The right to dissolve the agreement in full or in part or demand such dissolution through the courts, and also the right to demand amendment of the agreement or relief from disadvantage are also hereby excluded.
Clause 5: SUBSTITUTE PERSONNEL
- In order to safeguard continuity of Involve’s services, Involve will provide substitute personnel in the event of its already deployed personnel being unavailable in the long term due to sickness or departure from the company; such substitute personnel will have at least the same levels of expertise and experience as those whom they replace.
Clause 6: CLIENT INFORMATION AND PROPERTY; RISK; COOPERATION; CLIENT; WORK AT THE CLIENT’S PREMISES
- The Client shall arrange and ensure that the property and information required by Involve (or which the Client should reasonably understand as being required) for the adequate performance of the Assignment shall be made available to Involve in sufficient time and in the desired format and numbers, and warrants that any such property and information is accurate, complete and reliable, even if originating from third parties. The Client is obliged itself to ensure that it retains copies of such information and property. However, Involve is entitled to suspend performance of the Assignment until the Client has complied with the obligation set out in the first sentence. If the Client fails to comply with the obligations set out in the first sentence, then Involve shall be entitled to return the Assignment with no requirement for a notice of default or judicial intervention.
- The Client and Involve are required to inform each other immediately regarding facts and circumstances that may be important in relation to the performance of the Assignment. If the Client cancels an arrangement or meeting in the context of the Assignment at such a late stage that Involve can no longer reasonably deploy the worker(s) in question for different work, then the arrangement or meeting will be deemed to have occurred as agreed and shall be charged for; if the arrangement or meeting is rescheduled in such a case, the time and expenses involved as a result will be charged as additional work.
- Immediately after the end of the Assignment, each of the parties must return to the other party all of the information and property belonging to the other party, subject to the proviso that Involve may retain a copy of each document on which the work is based for the purpose of Involve’s own records.
- If the work is performed in full or in part at the Client’s offices, the Client will provide Involve with office accommodation and such other facilities as Involve may deem necessary or useful for the performance of the Assignment, all free of charge, and this specifically includes the use of computer, phone and fax facilities. In relation to computer facilities made available, the Client is obliged, inter alia, for arranging sufficient (emergency) electrical power, backup, security and virus control procedures. Involve will perform virus control procedures on its own devices if they make use of the Client’s facilities. The Client must ensure that the office accommodation and facilities made available to Involve comply with the standards under health & safety and associated legislation, including in relation to workspace, office furnishings and daylight provision.
- The Client will deploy sufficient personnel to allow Involve to perform its work. If there is a need for specific personnel, this will be agreed and confirmed in the Order Confirmation. The Client must ensure that any personnel to be deployed have sufficient skills and experience. If the Client is unable to deploy the required personnel, it shall be obliged to deploy additional or different skilled personnel. If this proves impossible, Involve may deploy substitute personnel at its normal charging rates and any such work will then be invoiced separately as additional work.
- The Client always bears the risk of damage or loss of property and/or information during carriage or transmission, whether the carriage or transmission is undertaken by or on behalf of the Client, of Involve or of third parties, unless there is gross negligence or intent on the part of Involve. Carriage and transmission also includes transmission of data by means of mobile or fixed telephony or cable network and any similar transmission using any technical device.
- The Client always bears the risk in relation to damage or other problems associated with property that is further processed by the Client or attached to, on or in other movable or immovable property after delivery.
Clause 7: LIABILITY
- All liability on the part of Involve for damage sustained by the Client is always excluded, whether that damage is direct or indirect or of some other form, except to the extent that the liability insurance maintained by Involve makes a payment. Involve will send out a copy of its liability insurance policy on request.
- The Client renounces the right to impose any pre-judgment attachment against Involve for any alleged claims.
- Involve is always entitled to reverse or mitigate the damage sustained by the Client as far as possible.
- The Client indemnifies Involve in respect of all claims by third parties that are directly or indirectly connected with the work or services associated with the Assignment.
- Involve is never liable for damage caused by acts or omissions of third parties engaged by the Client for the performance of the Assignment.
- The exclusions of and restrictions on liability set out in this Clause are also stipulated for the benefit of any third parties engaged by Involve, who may therefore rely directly on these exclusions of and restrictions on liability.
Clause 8: METHOD OF PERFORMING THE ASSIGNMENT
- Involve will perform the work it has to do in terms of the Assignment with due care and in accordance with the requirements of good business practice and skilled workmanship. The obligation incumbent on Involve is to apply its best efforts and not, unless otherwise agreed, to achieve a particular result.
- Involve shall decide how the Assignment will be performed, all in the broadest sense of the phrase. Involve shall also cooperate with changes in the Assignment, within the limits of reasonableness, if and insofar as the changes do not render the substance of what it has to do essentially different from what was originally agreed.
- Involve shall decide which individuals will perform the work associated with the Assignment, even if the Assignment contemplates performance by one or more particular individuals, in which case Involve shall always be entitled to replace the individuals in question by one or more others with the same qualifications, although this will not be done without prior consultation with the Client.
- Involve shall be entitled, without notice to the Client, to outsource all or parts of the Assignment or have them performed by third parties not employed by Involve if, in the view of Involve, this will foster an effective and efficient performance of the Assignment.
- During Involve’s performance of the Assignment, if work is done for the Client’s benefit that is not covered by the work described in or following from the acceptance of the Assignment, it will be presumed from the relevant notes in Involve’s records that this work was done on the Client’s instructions. These notes must relate to interim discussions between Involve and the Client.
Clause 9: FORCE MAJEURE
- If Involve is unable to comply with its obligations, or to do so in full or on time, as a result of a cause that is not attributable to Involve – which includes but is not limited to war and hazards of war, mobilisation, civil war, uprising, terrorism, risk of war, theft, fire, radical changes in temperature, water damage, inundation, earthquake and other natural disasters, declarations of forfeiture and other government measures, strikes at work, long-term employment disability affecting people engaged by the contractor (Involve) for the performance of the work, traffic obstructions, computer faults, failure by third parties to supply essential materials and prefabricated items and power cuts, whether affecting Involve’s business or the bsuinesses of the Client or of third parties who have been engaged – those obligations shall be suspended until Involve can reasonably be deemed to be in a position to comply with those obligations in the agreed manner.
- Involve shall be entitled to suspend compliance with its obligations if any government imposed conditions or Involve’s own safety provisions preclude it from being required to perform or continue performing the Assignment.
- In situations described in this Clause, the Client is not entitled to dissolve or cancel the agreement in full or in part; likewise, Involve shall be under no obligation to compensate any damage in those cases.
Clause 10: BAN ON RECRUITMENT
- Unless Involve has consented in writing, which consent may be refused without reasons given, the Client is prohibited, both during the performance of the Assignment and for a period of 12 months after the Assignment comes to an end or is cancelled, from in any way using or entering into an obligation – for payment or not and also by itself on the instructions of or via the mediation of third parties – with any one or more individuals who have been engaged or employed by Involve in any way for the performance of the Assignment. If the Client breaches this prohibition, it shall forfeit to Involve an immediately payable penalty, not subject to mitigation by the courts, of EUR 50,000 (fifty thousand euros) for each breach for each individual, plus a sum of EUR 2,000 (two thousand euros) for every day during which the breach continues – whether that is a normal working day or not – all subject to a maximum of EUR 100,000 (one hundred thousand euros) for each individual concerned. The penalty shall become due by the mere fact of the breach but is also without prejudice to Involve’s right to demand full compensation.
Clause 11: (PRINT) PROOFS, PLANS OF APPROACH, ACTION PLANS AND PROPOSALS
- The Client is obliged to check (print) proofs, analyses, opinions, plans of approach, action plans, campaigns and formats that are sent to it by Involve for verification, carefully and with appropriate speed, for the presence of errors and omissions and to notify Involve of its views.
- The Client’s approval is deemed to be an acknowledgement that Involve has done the work leading up to the issue of proofs in accordance with the Assignment.
- Failure by the Client to fulfil the obligation(s) in this Clause also operates as approval, within the meaning of the previous sentence.
- A charge will also be made for every proof prepared at the Client’s request, over and above the agreed price, unless it is specifically agreed that the price includes the costs of such proofs.
Clause 12: INTELLECTUAL PROPERTY
- The Client warrants to Involve that the performance of the Assignment shall not entail any infringements of third-party intellectual property rights of whatever nature or any other third-party rights. The Client indemnifies Involve in respect of all judicial and extra-judicial claims that such third parties may be able to vindicate. The Client stands surety for the reasonable costs of legal advice and assistance incurred by Involve in such instances, provided that Involve provides the Client with a statement of those costs within a reasonable period after they arise.
- Involve warrants to the Client that the works used at the start of the Assignment (opinions, documentation white papers, manuals and articles, all in the broadest sense) are its property or intellectual property or else that it is otherwise entitled to use them for the Assignment. If any third party nevertheless holds the Client liable in respect of an alleged infringement of an intellectual property right, the Client should report this to Involve immediately.
- Irrespective of the contributions made by the Client or by third parties engaged for the performance of the Assignment, Involve is and remains the holder of all copyright and other intellectual property rights to the works produced in the context of performing the Assignment. This is also the case even if the works or the related items in question are noted as a separate heading on the quotation, in the offer or on the invoice.
- The Client acquires only a user right in respect of the works specified in paragraphs 2 and 3. These user rights in relation to the works specified in paragraph 2 are limited to the duration of the Assignment and the Client must return them to Involve after the end of the Assignment without retaining copies or providing copies to any third parties. As regards the works specified in paragraph 3, these user rights are likewise restricted to the duration of the Assignment, except to the extent that the use is strictly restricted to consultation by the individuals and departments at the Client who have been involved in the Assignment for implementation purposes, in the context of the specific objective described in the Assignment. If the Client wishes to use works, information, items or documents more often or for broader purposes, the Client must enter into discussions with Involve regarding the conditions under which this can be permitted, all subject to the provisions in Clause 14 (Confidentiality). More specifically, the works specified in paragraphs 2 and 3 may not be made available to third parties for processing or duplication, nor may the Client itself process or duplicate these in any form whatsoever. The exercise of these rights – including the disclosure or transfer of information – is explicitly reserved exclusively to the contractor (Involve) both during and after performance of the Assignment.
- If the Client infringes the provisions in paragraph 4, it shall be in default and forfeit to Involve an immediately payable penalty of EUR 25,000 (twenty-five thousand euros) for each infringement, with no requirement for any notice of default and without prejudice to Involve’s right to seek compensation from the Client for all damage arising from such infringement for Involve.
Clause 13: FEES; EXPENSE NOTES AND COSTS
- Involve does not charge costs for formulating proposals and preparing quotations unless there is a need for specific investigation for the purpose of preparing proposals or quotations. In such cases, a statement will be issued in advance of the amount of work for Involve and the associated costs will then be charged.
- The charge will be for one half of travel time incurred and the full travel, accommodation and parking expenses.
- Unless there is a written agreement to the contrary, the amount payable for the work done by Involve shall be calculated according to Involve’s normal charging rates.
- Involve periodically adjusts its charging rates and those of its employees. If work is done over weekends or during evenings, this will be deemed to have stemmed from the Assignment and, subject to the Client providing proof to the contrary, will be charged at a rate of 1.5 times the normal fee. If the Assignment includes design work, all associated preparatory work will also be charged for.
- The Client is financially responsible for price increases arising from supplements to and amendment of the Assignment.
- The Client will be invoiced for the costs incurred by Involve. These costs include the prices of expenses claims submitted by any third parties engaged, travel and transportation costs, material costs and postage and insurance costs.
- Variations in volumes delivered, compared to the agreed numbers, are permitted if the variation does not exceed 10% one way or another. A charge will be made or credit applied, respectively, in relation to more or fewer supplies.
- All charges exclude any value added tax (VAT/BTW) and other government imposed duties. These are mentioned separately on the invoice and are the Client’s financial responsibility.
- If, after the agreement is finalised and before the agreed time for delivery, any hitherto unknown factors arise and if the prices of ancillary materials, wages or other factors determining prices have undergone any changes, Involve shall be entitled to adjust the rates agreed for the Assignment without consulting with the Client, subject to a maximum rise of 10%. This percentage shall not be exceeded without prior consultation with the Client, at which point the parties may decide to review the Assignment. In all cases, increases in costs after the agreement is finalised and before the agreed date of delivery of items or provision of services, which arise due to government approved changes in the setting of rates, may be charged on to the Client to the extent that this is permitted within the tariff policy of the Dutch Ministry of Economic Affairs.
- If Involve suspends or terminates performance of the Assignment, Involve shall be entitled to full payment for the work done until the point of suspension or termination, along with the costs incurred.
Clause 14: DELIVERY DATE
- Any delivery date indicated by Involve is indicative only, unless it has been indicated explicitly and in writing that the date is a final deadline. Even with a final deadline, Involve shall only be in default after the Client has issued a notice of default to it, containing a further deadline for compliance that has not been met. Missing an indicative date is not deemed to be a failure.
- Involve’s obligation in terms of an agreed final deadline shall lapse if and as soon as the Client amends the Assignment, unless the minor significance of the amendment or the short duration of the hiatus does not reasonably require Involve to change its initially established production capacity scheduling.
- The Client is obliged to do everything that is reasonably necessary or desirable to promote prompt delivery by Involve. If the Client fails to comply with the provisions in the previous paragraph, Involve’s obligation to make an effort to perform in accordance with the agreed delivery date shall lapse. That obligation shall also lapse if the Client fails to comply with any one of its obligations described in Clauses 5, 9, 10, 11, 13 and 15-18.
Clause 15: CONFIDENTIAL INFORMATION
- Involve and any personnel it may engage are obliged to observe secrecy in relation to confidential information vis-à-vis third parties.
- Unless the Client consents, Involve is not entitled to use any information or items obtained from the Client for any purpose other than that for which the Client has provided them to Involve, except in the context of civil, disciplinary of criminal proceedings to which Involve is a party and where that information or those items may be of relevance. In such cases, Involve shall immediately notify the Client of that use.
- Involve will impose its obligations under this Clause on any third parties that it engages.
- As long as no confidential information is disclosed as a result, Involve is entitled to mention the names of its Clients, in general terms, and the work done for Clients on its website and in its (commercial) communications to customers and potential customers.
Clause 16: PERSONAL DATA PROCESSING
- If Involve processes personal data during the performance of the agreement for the Client, Involve may be deemed to be the data processor.
- The data will be processed exclusively in the context of the agreement to be performed, along with those purposes reasonably associated with this or determined by further approval. Involve shall arrange for compliance with the applicable privacy legislation and regulations.
- For the processing of personal data, Involve shall conclude a processing agreement, following due consultation.
- If Involve engages third parties (sub-processors) for the processing activities, it will notify the Client as quickly as possible, in advance, of the details of the sub-processors it has engaged.
- If sub-processors are engaged, Involve shall conclude a processor agreement with them.
- Please see Involve’s Privacy Statement for further information about how Involve deals with the GDPR legislation.
Clause 17: EXAMINATION ON DELIVERY; DEVIATIONS
- The Client is obliged to examine thoroughly whether the performance by Involve has been proper and in line with the Assignment immediately after delivery of the services and/or goods.
- Involve’s performance will always be deemed to be proper and in accordance with the Assignment, as between the parties, if, following delivery, the Client has used or processed the items supplied or any part thereof or has supplied them to third parties, whether this is done directly or through intermediaries.
- Minor deviations, including deviations in relation to colour of the subject matter of the Assignment or of a (print) proof, do not change the obligations incumbent on the parties and for that reason shall not justify rejection, discount, (full or partial) dissolution or cancellation of the agreement, or compensation.
- Deviations that are reasonably of little or no influence on the (user) value of what has been supplied, bearing in mind all the circumstances of the case, shall always be deemed to be minor deviations.
Clause 18: OBJECTIONS
- Any objection relating to the work undertaken by Involve or items delivered or the end of the invoice must be notified by the Client to Involve in writing within seven days after the date of delivery or invoice date.
- If the Client demonstrates that it could not reasonably have discovered a defect any earlier, the Client must submit its written objection to Involve no later than seven days after discovery of the defect.
- The Client never has any right to submit an objection except in those cases specified in this Clause.
- The right to object lapses after the expiry of the time limits specified in this Clause.
- Submitting an objection does not absolve the Client of its obligations to make payment.
- If an objection is justified, Involve may choose between adjusting the amount of its bill or rectifying or redoing the part of the work or supply in respect of which the result has been rejected.
Clause 19: PAYMENT
- Involve determines the conditions for payment. Involve is at liberty to demand a payment to account (supported by a bill or otherwise) before starting to implement the Assignment. The following provisions apply where a payment to account has not been agreed in advance.
- In principle, Involve submits bills each month, but potentially more often in certain cases, in order to prevent an accrual of work in hand. The Client must pay the full amount of the bill within 14 days after the invoice date, in euros, by means of a transfer into such bank account as Involve may designate, the payment in such cases only counting as such a following notification by the banking institution in question that the billed amount, including any VAT due thereon, has been credited to the designated account. Payment is made net, excluding any right to suspend the payment obligation and any right of offset, even where an objection is made against the amount of the bill.
- The Client is in default by operation of law if it has not made payment within the time limit specified in this Clause. In such circumstances, all claims by Involve against the Client become immediately payable and, without any requirement for a further formal warning or notice of default, Involve shall be entitled to charge “statutory interest for trading agreements” as damage for the delay up until the date of full and final payment, all without prejudice to any other rights available to Involve.
- If the Client has not made payment within the time limit specified in this Clause, Involve may invoke the exception of uncertainty to suspend performance of any Assignment.
- The Client is responsible for all judicial and extra-judicial costs associated with the collection of any claim by Involve against the Client. Contrary to the terms of the “Rapport Voorwerk II”, the parties hereby classify the judicial and extra-judicial costs incurred by Involve as damages within the meaning of Article 6:96, DCC. If the actual costs are less, the extra-judicial costs are hereby set at 15% of the amount due, with a minimum of EUR 250, all excluding VAT. Legal compensation may be claimed in addition to this payment.
- Payments to Involve are applied in the first instance to defray interest and costs already due and thereafter to settle the longest outstanding claim (bill) due, even where the Client intends for the payment to be applied in another way, all at Involve’s discretion.
- If the Assignment is issued by more than one Client, all Clients are jointly and severally liable for compliance with the obligations set out in this Clause, irrespective of the name on the bill in question.
Clause 20: RETENTION OF TITLE, RESERVATION OF OWNERSHIP AND PLEDGE RIGHT
- Involve is entitled not to release any property or information it holds that belongs to the Client, nor indeed property or information assembled or compiled by Involve on the instructions of the Client, to the Client or to any third parties until the Client has complied with all of its payment obligations towards Involve.
- Involve retains full property rights in items and information provided by Involve to the Client until the Client has complied with all of its obligations towards Involve arising from the Assignment. Until that point, the Client shall not perform any act of ownership or disposal in relation to the said items and information, nor allow such items or information to pass into the de facto control of a third party. The Client is entitled at all times to notify any third parties, should it so desire, of the existence of the retention of title provision and ensuing obligations.
- The Client hereby grants to Involve a pledge right over all items and information belonging to the Client that are placed by the Client under the control of Involve in the context of performing the Assignment, as further security for all sums due and become due by the Client to Involve in any capacity and howsoever described, including non-liquid and conditional liabilities.
Clause 21: APPLICABLE LAW AND DISPUTES; MISCELLANEOUS
- The law of the Netherlands applies exclusively to all quotations, tenders, assignments and agreements and any disputes arising from them. Quotations, tenders, assignments and agreements are deemed to be produced, issued, concluded and performed in Dutch.
- Except as otherwise provided in these Supply Conditions, all rights of the Client to submit a claim against Involve shall lapse, in any event, one year after the point when the Client knew or reasonably ought to have known of the existence of such right.
- There is a dispute when either of the parties confirms that there is a dispute. The District Court in the court area where the Client or its business is established or has its office has exclusive jurisdiction to consider disputes, unless the subject matter of the dispute lies within the competence of the sub-district court.
- If any one or more provisions in these Supply Conditions proves to be invalid, the remaining provisions will remain in full force and effect. The parties will enter into discussions concerning the null and void provision(s) in order to agree to an alternative arrangement, in the sense that the purport of the lapsed provision, the agreement and the Assignment it contains will be maintained.
- The provisions of these Supply Conditions, which are explicitly or implicitly intended to remain in effect after the end of the Assignment or agreement, will remain in effect thereafter and continue to be binding for the parties.
- The penalties specified in these Supply Conditions are intended as an incentive for compliance with the relevant prohibitions and fulfilment of the warranties issued. The parties are linking the contractually agreed level of these with the chances of discovery of an infringement or non-compliance.