1. These General Terms and Conditions apply to all assignments to Spiderbridge B.V.(“Spiderbridge”). Persons who are authorised by Spiderbridge to accept assignments on Spiderbridge’s behalf are hereinafter referred to as “partners”.
2. Any assignment by a client is given to Spiderbridge and not to any individual person associated with Spiderbridge. This includes any assignment from a client that is to be performed by a specific person associated with Spiderbridge. Sections 7:404 and 7:407 subsection 2 of the Dutch Civil Code (Burgerlijk Wetboek) are herewith excluded. “Person associated with Spiderbridge” is understood to mean any: employee, advisor, partner, subsidiary and shareholder of Spiderbridge.
3. If, in the course of an assignment, an event occurs that could lead to any liability on the part of Spiderbridge, such liability shall be limited to the amount that is paid out in that specific case under the professional indemnity insurance of Spiderbridge or its partners, increased by the amount of the applicable deductible (eigen risico).
4. If Spiderbridge is liable for damages to persons or property, such liability shall be limited to the amount paid out in that specific case under the general professional corporate liability insurance (AVB) of Spiderbridge or its partners, increased by the amount of the applicable deductible (eigen risico).
5. If, for whatever reason, no amount is paid out under either of the above mentioned insurances, the liability of Spiderbridge shall be limited to a maximum of the amount charged by Spiderbridge to that client in that particular case.
6. Claims for damages shall expire after a period of one year from the day following the day on which the client became aware of the damages and of Spiderbridge as the liable party.
7. If Spiderbridge engages a person not associated with Spiderbridge to perform an assignment from a client, Spiderbridge shall not be liable vis-à-vis the client for any error or omission (fout) made by such person. By instructing Spiderbridge, the client gives Spiderbridge authority to accept on behalf of the client a limitation of liability stipulated by such person.
8. These General Terms and Conditions may be relied on by Spiderbridge and each person associated with Spiderbridge, including but not limited to any legal successor under universal title of any person associated with Spiderbridge, any person formerly associated with Spiderbridge, and any legal successor under universal title of a person formerly associated with Spiderbridge.
9. Pursuant to applicable legislation (including the Act on the Prevention of Money Laundering and Terrorist Financing (Wet ter voorkoming van witwassen en financieren van terrorisme), Spiderbridge may sometimes be obliged to verify the identity of its clients and to report certain unusual transactions to the authorities in certain circumstances. By instructing Spiderbridge, clients confirm that they are aware of this obligation and give their permission, insofar as this is required.
10. Client shall be responsible for compliance with the applicable laws and regulations in the field of personal data protection, also in respect of the submission or provision to Spiderbridge of personal data pertaining to personnel, clients or third parties, even if such data have originated from third parties or have been provided by third parties on client’s instructions. Spiderbridge can not be held liable for any non-performance or incorrect performance by Spiderbridge.
11. Spiderbridge shall be entitled to any and all intellectual property rights developed or used by it during the assignment, including any advice, opinions, working methods, model contracts, systems, system designs and computer programs.
12. Spiderbridge and persons working for Spiderbridge shall be obliged to observe confidentiality vis-a-vis third parties , not including third parties involved in the assignments. This obligation shall not apply in the event of a statutory or professional duty to disclose the relevant information or if client has released Spiderbridge from its obligation to observe confidentiality. Without the express written permission of Spiderbridge, client shall not disclose or make available to third parties in any other way, any report, advice, opinion of or other statements made by Spiderbridge, whether or not in writing, unless client has a legal professional obligation to disclose the data concerned.
13. Client shall pay Spiderbridge a fee and reimburse Spiderbridge for costs incurred in accordance with Spiderbridge’s usual rates.
14. Dutch law shall govern the legal relationship between Spiderbridge and its clients. Any dispute between Spiderbridge and a client shall be resolved in the first instance exclusively by the District Court (rechtbank) of The Hague, the Netherlands.
These General Terms and Conditions are in both Dutch and English. In the event of any discrepancy between the Dutch and English versions, the Dutch version shall prevail.
Spiderbridge B.V. is located in The Hague and registered with the Trade Register under no. 000025173790.
Date
augustus 2012
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