General terms and conditions
ARTICLE 1. GENERAL PROVISIONS
1.1 These general terms and conditions apply to all legal relationships between Fusiq B.V., including its affiliated companies, enterprises, or institutions (hereinafter referred to as “Fusiq”), and its Clients (hereinafter referred to as “Client”), concerning the work performed or to be performed by Fusiq for the Client. These legal relationships include, but are not limited to, offers made by Fusiq and agreements between Fusiq and the Client, as well as all acts (legal or otherwise) preceding or executing these offers and agreements.
1.2 A copy of these general terms and conditions will be provided to the Client free of charge upon request.
1.3 The term “goods” as used in these general terms and conditions also includes proprietary rights as defined in Article 1, Book 3 of the Dutch Civil Code, such as computer files and software, as well as products as described in Article 9. The term “software” includes internet pages, corresponding computer programs and files, and database information. The term “the agreement” refers to any agreement between Fusiq and the Client under which Fusiq performs work commissioned by the Client.
1.4 All offers by Fusiq are non-binding unless expressly stated otherwise in writing. If a non-binding offer is accepted, Fusiq reserves the right to withdraw the offer within two (2) business days of receipt of the acceptance.
1.5 Amendments to or supplements to any provision in an agreement between Fusiq and the Client are only valid if recorded in writing and accepted by both parties. Such amendments or supplements apply only to the specific agreement concerned.
1.6 Fusiq reserves the right to unilaterally amend and reissue these General Terms and Conditions at any time. The amended terms and conditions will take effect simultaneously with their notification to the Client.
1.7 If any provision of these general terms and conditions or of the agreement between the Client and Fusiq is found to be void or invalid, the remaining provisions shall remain in force. The invalid or void provision will be replaced by a provision that closely approximates the intent of the original.
1.8 The Client’s general terms and conditions, if any, are expressly excluded.
ARTICLE 2. EXECUTION OF ADVISORY AND CORPORATE FINANCE SERVICES
2.1 Fusiq will perform its work to the best of its knowledge and ability and with the diligence that can reasonably be expected, in accordance with the agreements made between the parties and industry standards. Fusiq does not guarantee any specific result. Its obligations are therefore best-efforts obligations.
2.2 Fusiq determines how and by whom the assignment is executed. Fusiq will, as far as possible, take into account the Client’s preferences and, in case of substitution, ensure a replacement of comparable quality. Fusiq is entitled to engage third parties after consulting the Client. Article 404, Book 7 of the Dutch Civil Code is excluded in this respect.
2.3 The parties will document in writing which memoranda will be developed and how this will be done. Fusiq will prepare these memoranda with due care using the information and documents provided by the Client.
2.4 Fusiq will provide draft memoranda to the Client for review.
2.5 The Client must inform Fusiq in writing of any identified errors or desired changes in the memorandum within five (5) business days after receiving the draft. If the Client fails to respond within this timeframe, the draft text will be deemed approved by the Client.
ARTICLE 3. ADDITIONAL WORK
3.1 If Fusiq performs work or delivers services, in consultation with the Client, that fall outside the scope of the original agreement, these activities or services will be reimbursed by the Client at Fusiq’s usual rates and prices. Fusiq is not obligated to comply with a request from the Client for such additional work or services.
3.2 The Client acknowledges that the activities or services referred to in Article 3.1 may affect the agreed or expected completion timeline of the agreed work.
ARTICLE 4. COOPERATION AND INFORMATION PROVIDED BY THE CLIENT
4.1 The Client is required to provide Fusiq with all information and documentation that Fusiq considers necessary for the proper execution of the assignment, in the desired format and at the required time.
4.2 The Client will keep Fusiq informed of any information that is or could be relevant to the execution of the assignment.
4.3 The Client guarantees the accuracy, completeness, and reliability of the information and documentation provided to Fusiq, even if it originates from third parties.
4.4 Upon the Client’s request, the relevant information and documentation will be returned.
4.5 Any delays in the execution of the assignment caused by the Client’s failure to provide the required information and documentation on time, in the proper form, or adequately, will result in additional costs and fees being charged to the Client. In such cases, Fusiq is entitled to charge its standard rates.
4.6 Fusiq has the right, but not the obligation, to verify the accuracy and completeness of the information and documentation provided and to suspend its work until the Client rectifies any inaccuracies or omissions.
4.7 Fusiq may suspend its services if the Client fails to meet their obligations under the agreement or these general terms and conditions.
4.8 The Client is responsible for their use of information, documentation, and advice provided by Fusiq.
4.9 If Fusiq’s staff perform work at the Client’s premises, the Client will provide the necessary facilities, such as workspace and telecommunications resources, at no charge.
ARTICLE 5. (DELIVERY) DEADLINES
5.1 All (delivery) deadlines provided by Fusiq are determined to the best of its knowledge, based on the information and documentation available at the time of the agreement. Fusiq will make every effort to complete its work within the specified deadline. Unless explicitly agreed otherwise in writing, deadlines are not binding. The mere failure to meet a non-binding deadline does not constitute default on Fusiq’s part.
5.2 If it has been agreed that the work will be performed in phases, Fusiq may postpone the start of the work for subsequent phases until the Client has approved the results of the previous phase in writing.
5.3 If the Client owes an advance payment or must provide information and/or materials necessary for the work, any agreed deadline will not begin until the payment has been fully received or the required information and/or materials have been provided in full.
ARTICLE 6. ESTABLISHMENT, COMMENCEMENT, DURATION, AND TERMINATION OF THE AGREEMENT
6.1 The agreement is established at the moment Fusiq receives the signed offer, assignment confirmation, or agreement from the Client, or at the moment Fusiq commences the work at the Client’s (verbal) request.
6.2 The offer, assignment confirmation, or agreement supersedes and replaces all previous proposals, correspondence, agreements, or other communications regarding the assignment.
6.3 The agreement is entered into for an indefinite period unless the parties have explicitly agreed otherwise in writing. An agreement for an indefinite period ends upon the completion of the agreed work.
6.4 An agreement entered into for an indefinite period may only be terminated prematurely if explicitly agreed upon in writing by the parties under the conditions specified in the agreement.
6.5 An agreement entered into for a definite period may only be terminated prematurely if explicitly agreed upon in writing by the parties under the conditions specified in the agreement. Agreements for a definite period are tacitly renewed for the original period unless the Client or Fusiq terminates the agreement in writing before the end of the agreed term, with a notice period of three (3) calendar weeks.
6.6 If an agreement, by its nature and content, does not end upon completion, and has been entered into for an indefinite period, either party may terminate it after proper consultation and by providing reasons, via written notice. If no explicit notice period has been agreed upon, a reasonable notice period must be observed.
6.7 Fusiq may terminate the agreement, either wholly or partially, with immediate effect and without notice of default or judicial intervention, by written notification in the following circumstances:
- If the Client files for bankruptcy;
- If the Client requests suspension of payment;
- If the Client’s entire assets are placed under administration;
- If the Client becomes subject to a debt restructuring scheme for natural persons;
- If the Client dissolves its legal entity;
- If the Client passes away;
- If the Client’s business is liquidated or terminated, other than as part of a merger or restructuring of businesses or institutions.
In such cases, the Client is obliged to immediately inform Fusiq in writing.
6.8 The parties are not liable for any damages resulting from termination in accordance with this article.
6.9 The provisions of this article do not affect the right to dissolve the agreement under statutory provisions. In such cases, Article 10.3 shall apply.
6.10 If the Client has already received services under the agreement at the time of termination, those services and the related payment obligations shall remain unaffected. Amounts invoiced by Fusiq before termination in connection with work already performed or delivered will remain payable and become immediately due upon termination.
ARTICLE 7. PRICE AND PAYMENT
7.1 Fusiq determines the fees owed by the Client. Wherever possible, the parties will make specific agreements regarding fees in the agreement.
7.2 If wages and/or prices change before the assignment is completed, Fusiq is entitled to adjust the agreed fees accordingly. Such changes will take effect no sooner than three weeks after Fusiq has informed the Client in writing.
7.3 All prices and rates are exclusive of VAT and other government-imposed levies.
7.4 Payment of all invoices must be made without deductions, discounts, or set-offs, in accordance with the payment terms stated on the invoice. The invoice amount must be received by Fusiq no later than fourteen (14) calendar days after the invoice date.
7.5 If the Client fails to pay the amount due in accordance with Article 7.4, the Client is in default by operation of law without the need for a notice of default. Statutory interest on the outstanding amount will accrue from the day after the due date. If the Client remains negligent in paying the fees owed, the claim may be handed over for collection. In such cases, the Client is also responsible for fully reimbursing all judicial and extrajudicial costs, including those incurred by external experts, amounting to at least 15% of the outstanding amount or €250 (whichever is higher).
7.6 The Client explicitly cannot derive any rights from an agreement if the payment due has not been fully and timely received by Fusiq.
7.7 Unless explicitly agreed otherwise in writing, all agreed prices are expressed in Euros.
ARTICLE 8. CONFIDENTIAL INFORMATION
Each party guarantees that all information received from the other party, which is reasonably understood to be of a confidential nature, will remain confidential. Information will, in any case, be considered confidential if it has been designated as such by one of the parties.
ARTICLE 9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights to all products or goods developed or made available under the agreement—including but not limited to computer programs, system designs, methods, advice, (model) contracts, materials such as (database) data, analyses, designs, documentation, reports, proposals, memoranda, brochures, preparatory materials, and other intellectual creations of Fusiq—are and shall remain the exclusive property of Fusiq or its licensors.
9.2 The Client is expressly prohibited from reproducing, publishing, or exploiting the products or goods mentioned in Article 9.1, with or without the involvement of third parties, without Fusiq’s prior written consent.
9.3 The Client acknowledges that the products or goods referred to in Article 9.1 may contain confidential information and trade secrets belonging to Fusiq or its suppliers. The Client undertakes, notwithstanding the provisions of Article 8, to keep these products or goods confidential, not to disclose them to third parties, or to make them available for use except for the purpose for which they were provided. Third parties include all persons working within the Client’s organization who do not necessarily need access to the products or goods.
ARTICLE 10. LIABILITY AND INDEMNIFICATION
10.1 Fusiq will perform its work to the best of its ability and with the expected diligence. Fusiq is not liable for damage resulting from errors caused by the Client or a third party providing incorrect or incomplete information. If the Client demonstrates that they have suffered damage due to an error by Fusiq that could have been avoided with due care, Fusiq’s liability is limited to compensation for direct damages only and up to the amount agreed for that agreement (excluding VAT). If the agreement spans more than one year, the agreed amount is based on the total fees (excluding VAT) agreed for the last twelve months.
10.2 Fusiq is expressly not liable for indirect damages, including but not limited to consequential damages, lost profits, missed savings, or business interruptions.
10.3 If the Client believes that there has been a failure by Fusiq to meet an obligation, the Client must notify Fusiq in writing, providing specific details of the alleged failure, and give Fusiq a reasonable period to correct it before taking any legal action.
10.4 The Client must immediately notify Fusiq in writing of any damage they claim to have suffered.
10.5 Fusiq is not liable for damages suffered by the Client as a result of third parties using data or documentation provided by Fusiq. The Client indemnifies Fusiq against claims from third parties in this regard.
10.6 All claims and rights of action by the Client against Fusiq will lapse one year after the moment the Client becomes aware or could reasonably have become aware of the existence of these claims or rights.
10.7 If Fusiq engages third parties in the performance of its work and damage is caused by these third parties, Fusiq is only liable to the extent that it would have been liable under these General Terms and Conditions had Fusiq caused the damage itself.
10.8 If third parties engaged by Fusiq impose general terms and conditions or limitations of liability for their work, Fusiq is authorized to accept these terms on behalf of the Client.
10.9 The Client indemnifies Fusiq against claims by third parties, including Fusiq employees, for damages caused by the Client’s actions or omissions or by unsafe conditions within the Client’s organization.
10.10 The Client guarantees that no third-party rights prevent Fusiq from using or processing the data or documents made available by the Client. The Client indemnifies Fusiq and will fully compensate it for any actions based on allegations that such use infringes third-party rights.
ARTICLE 11. FORCE MAJEURE
If Fusiq fails to fulfill any obligation towards the Client due to circumstances beyond its control, this failure cannot be attributed to Fusiq and does not constitute a default. Such circumstances include, but are not limited to, the failure (complete, partial, or delayed) of an auxiliary person, supplier, or third party to fulfill their obligations to Fusiq or the Client; strikes; disruptions in the internet connection; failures in the telecommunications network of the service provider; the unavailability of Fusiq’s connection points; power outages; and other circumstances beyond Fusiq’s reasonable control, whether foreseeable or not, such as natural disasters, lightning strikes, sabotage, etc., affecting Fusiq or any auxiliary persons, suppliers, or third parties engaged by Fusiq.
ARTICLE 12. EXCLUSIVITY
The Client shall refrain from any direct or indirect contact with third parties during the execution of the assignment, insofar as this contact pertains to or may influence (the willingness to enter into) the sale/purchase transaction. If a third party approaches the Client directly regarding (the willingness to enter into) the sale/purchase transaction, other than through Fusiq’s mediation, the Client shall immediately notify Fusiq. During the assignment, the Client shall also refrain from commissioning similar tasks to any third party.
ARTICLE 13. JOINT AND SEVERAL LIABILITY
If an agreement is entered into with two or more natural or legal persons, each of them is jointly and severally liable for the full performance of all obligations arising from that agreement.
ARTICLE 14. APPLICABLE LAW AND DISPUTES
14.1 All agreements between Fusiq and the Client, to which these general terms and conditions apply, are governed by Dutch law.
14.2 All disputes related to agreements between Fusiq and the Client, to which these general terms and conditions apply, shall be exclusively resolved in the first instance by the competent court in Amsterdam.