This is an English translation provided for convenience. In the event of any discrepancy between this translation and the original Dutch text, the Dutch version shall prevail.
- Contractor: AS Management Services, established in Enschede, registered with the Dutch Chamber of Commerce (KvK).
- Client: the natural person or legal entity that enters into an agreement with the Contractor for the performance of services.
- Agreement: the assignment agreement or (retainer) arrangement between Client and Contractor, including these general terms and conditions.
- These general terms and conditions apply to all quotations, services, and agreements of AS Management Services.
- Deviations from these general terms and conditions are only valid if expressly agreed in writing between the parties.
- The applicability of any purchasing conditions or other terms of the Client is expressly rejected.
- AS Management Services will perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship.
- The services constitute a best-efforts obligation. Although AS Management Services strives for the best possible commercial and operational result for the Client, a specific (financial) result can never be guaranteed.
- Requests from the Client that fall outside the agreed scope of the fixed monthly (retainer) arrangement are considered additional work. AS Management Services will indicate this in a timely manner and will only carry out such additional work after the Client has approved the additional costs.
- All amounts stated in quotations and agreements are exclusive of VAT and any other government-imposed levies.
- AS Management Services is entitled to increase (index) agreed rates and fixed monthly amounts annually as of January 1, based on the consumer price index (CPI) published by Statistics Netherlands (CBS), or based on market-conforming developments. The Client will be informed of this no later than one month in advance.
- Unless otherwise agreed in writing, invoicing for ongoing management or advisory services takes place monthly in arrears.
- Payment must be made within fourteen (14) days of the invoice date.
- If the Client fails to pay on time, the Client is automatically in default by operation of law and statutory commercial interest becomes due.
- In the event of payment arrears, AS Management Services has the right to suspend further performance of the services with immediate effect, without becoming liable for any resulting damages to the Client.
- Unless otherwise specified in the quotation, the agreement is entered into for an indefinite period.
- Either party may terminate the agreement in writing, subject to a notice period of one (1) month.
- AS Management Services is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure, which includes, among other things, prolonged illness, disruptions to (tele)communication systems or the internet, and other circumstances beyond its control.
- AS Management Services is only liable for direct damages that are the direct result of a deliberate or gross shortcoming in the performance of the assignment.
- Any liability is at all times limited to a maximum of the invoiced amount paid by the Client for the specific services in the three (3) months preceding the event giving rise to the liability.
- AS Management Services is never liable for indirect damages, including but not limited to consequential damages, loss of profit, reputational damage, or damage due to business stagnation resulting from contracts, quotations, or strategic decisions that the Client has entered into or made (partly) on the basis of advice from AS Management Services.
- The Client remains at all times fully responsible for the business decisions it makes and the contracts it enters into.
- The Client indemnifies AS Management Services against any claims from third parties (including suppliers, customers, or partners of the Client) that suffer damage in connection with the performance of the agreement.
- Both parties are obliged to maintain strict confidentiality regarding all confidential information, financial data, and business strategies obtained from each other in the context of the agreement.
- All materials provided by AS Management Services (such as roadmaps, process designs, and systems) are intended exclusively for internal use by the Client. It is not permitted to reproduce these materials or provide them commercially to third parties without the prior consent of AS Management Services.
- Dutch law exclusively applies to all legal relationships to which AS Management Services is a party.
- The court in the place of establishment of AS Management Services (Overijssel District Court, Enschede location) has exclusive jurisdiction to hear disputes.