General terms and conditions of the Center for Applied Theory of Mind (“CAToM”)

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1. CAToM is a Dutch company organized under Dutch private law (burgerlijke maatschap).

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2. All engagements are accepted and carried out by CAToM on the exclusive basis of the application of these general terms and conditions. The acceptance of an engagement by CAToM gives rise to an obligation on CAToM’s part to attempt to achieve a given outcome (inspanningsverplichting), but not any obligation to actually achieve that outcome (resultaatverplichting). Engagements are carried out exclusively for the client’s benefit. Third parties cannot derive any rights from such engagements. Engagements are not taken on personally by any persons affiliated with CAToM. This also applies if the parties intend engagements to be performed by a specific person affiliated with CAToM. For the purpose of these general terms and conditions “persons affiliated with CAToM” means: every current or former direct or indirect subordinate, (agency) employees, advisers, directors, partners and/or private companies affiliated with CAToM. Any subsequent, additional or new instructions of the client shall also be exclusively subject to these general terms and conditions. The applicability of any general terms and conditions of the client is hereby specifically rejected.

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3. By engaging CAToM, the client waives his or her right to hold persons affiliated to CAToM liable on the basis of breach of contract or tort (onrechtmatige daad) in relation to CAToM’s performance of the engagement.

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4. Except to the extent that this is legally impossible, CAToM limits any and all liability to an amount of € [LIABILITY LIMITS].

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5. Not only CAToM, but also any third parties engaged by CAToM to carry out the client’s engagements, including in any event any persons affiliated to CAToM, may rely on these general terms and conditions against CAToM’s client.

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6. Without prejudice to the provisions of article 6:89 of the Dutch Civil Code, any damages claim against CAToM will lapse if the matter is not brought before the courts of competent jurisdiction located in ‘s-Hertogenbosch within one year after the facts on which the claim is based becoming known to the client or could have been reasonably known to the client.

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7. CAToM can only be expected to interrupt any running limitation period (verjaringstermijn) or expiry period (vervaltermijn) if and insofar as CAToM and the client have expressly agreed on this in writing in the contract for services.

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8. CAToM is entitled to engage third parties for the performance of its activities. CAToM is not liable for any acts and/or omissions of third parties that it engages. CAToM is hereby authorized by the client to accept on his or her behalf any terms and conditions (including limitations of liability of third parties) applicable in the relation between it and third parties, or any terms and conditions stipulated by the third party. The client indemnifies and holds CAToM harmless from and against any and all third-party claims, including reasonable legal costs, related in any way to the activities carried out for the client, unless they result from gross negligence or willful misconduct by CAToM.

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9. Unless otherwise agreed in writing, professional fees shall be calculated based on the number of hours worked, multiplied by the hourly rates established annually by CAToM. CAToM may request payment of a retainer. Retainers shall be settled with the final statement of expenses. Any expenses paid for by CAToM on the client’s behalf shall be charged separately.

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10. The client will generally be charged for services on a monthly basis. Invoices shall be payable within eight (8) days of the date of the invoice. Once the payment deadline has expired, CAToM may claim statutory interest and out-of-court collection costs. These out-of-court costs shall be fixed at 15% of the principal due or such a lower percentage as required by mandatory law. CAToM sends its invoices digitally. The client is deemed to have accepted that it will receive invoices digitally. The parties agree that the data from CAToM’s digital accounts and invoicing system constitute conclusive evidence that the invoice in question has been sent.

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11. In the absence of written notification of objections to an invoice within eight (8) days of receipt, the client shall be deemed to have accepted the invoice, as well as the underlying activities and records.

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12. CAToM’s services are subject to the following dispute resolution procedures: Any disputes in relation to the formation and/or the performance of the contract for services, the quality of CAToM’s services and the invoice amounts shall be resolved in ‘s-Hertogenbosch pursuant to the ICC Rules of Arbitration, without prejudice to CAToM’s right to (at its discretion) refer the matter to the ordinary court if the client has not submitted the dispute to the International Chamber of Commerce within one month after payment has been demanded in writing. If the dispute relates to an engagement from a private client (consumer), the International Court of Arbitration (“Arbitration Court”) will make a ruling on the matter by way of binding opinion (bindend advies) unless the client applies to the national courts within one month after the complaint has been handled by CAToM. If a private client has failed to pay for the disputed service in whole or in part, the private client shall deposit the outstanding invoice amount excluding interest and costs with the Arbitration Court. If the client fails to do so, arbitration will apply to the collection dispute as provided by the ICC Rules of Arbitration. Further information about the arbitration rules can be found at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/.

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13. The legal relationship between the client and CAToM is exclusively governed by Dutch law. If a dispute is submitted to an ordinary court or if a dispute between parties is not suitable to be handled by the Arbitration Court, or results from the handling by or from a decision given by the Arbitration Court, the dispute shall at first instance be exclusively resolved by the East Brabant District Court. The East Brabant District Court of has exclusive jurisdiction in the first instance, including over any applications for preliminary relief or any other provisional summary proceedings, in disputes arising from or in connection with the relationship with the client. If the client is based outside the European Union, the competent courts of the place of the client’s domicile shall also have jurisdiction, at CAToM’s exclusive discretion.

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14. In the event that one or more provisions of these general terms and conditions is or are fully or partly void or unenforceable, they shall hereby be replaced by valid and enforceable provisions which as closely as possible approximate the void or unenforceable provisions; this shall not affect the remaining provisions. Where necessary, the parties will consult with each other in good faith about the precise wording of the replacement provisions.

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15. These general terms and conditions are available in English.  By engaging CAToM, client acknowledges that that he or she has read and understands these general terms and conditions.

 

Center for Applied Theory of Mind

Revised:  11 February 2023

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