Translation notice: This English translation is provided for convenience only. In the event of any inconsistency or difference of interpretation, the Dutch version of these General Terms and Conditions shall prevail.
Article 1. Definitions
In these General Terms and Conditions, the following definitions apply:
1. De Compliance Afdeling: the private limited liability company De Compliance Afdeling B.V., established at Burgemeester Oudlaan 50, 3062 Rotterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under number 90016319. De Compliance Afdeling operates in the field of compliance, including certification and compliance with laws and regulations. De Compliance Afdeling is the user of these General Terms and Conditions, which apply to all Services it offers, Activities it performs and products it supplies for the benefit of the Client.
2. Services: the services provided by De Compliance Afdeling include, but are not limited to:
- a. certification;
- b. consultancy;
- c. fraud investigations;
- d. conducting and implementing Data Protection Impact Assessments (DPIAs);
- e. preparing and assessing questionnaires for processors and controllers;
- f. providing a Data Protection Officer (DPO);
- g. conducting an Internal Audit;
- h. providing the Compliance Tool.
3. Assignment: the agreement entered into between De Compliance Afdeling and the Client for the provision of Services, performance of Activities or supply of products in the broadest sense of compliance.
4. Client: the party that has instructed De Compliance Afdeling to carry out a project or part of a project by providing Services or performing Activities, and/or the party that enters into negotiations with De Compliance Afdeling, to whom a Quotation is addressed, that has entered into an Agreement with De Compliance Afdeling, or that uses or has used the Services of De Compliance Afdeling.
5. Agreement: the agreement entered into between De Compliance Afdeling and the Client concerning the provision of specific Services, performance of Activities or supply of products by De Compliance Afdeling to the Client.
6. Quotation: a more or less detailed estimate of the costs or fees associated with the Services or Activities and/or the applicable rates.
7. Activities: the activities performed by De Compliance Afdeling when providing the Services, including, but not limited to, preparing reports, providing guidance and advice in the areas of compliance, privacy and information security, and conducting audits. De Compliance Afdeling performs these activities with a team that includes compliance officers, privacy officers, information security officers, IT engineers and ISO auditors.
Article 2. General provisions and applicability
1. These General Terms and Conditions apply to every Quotation, Assignment and Agreement between De Compliance Afdeling and the Client and/or to all Services, Activities, advice, acts and/or supplies of products by or on behalf of De Compliance Afdeling for the benefit of the Client. These General Terms and Conditions form an integral part of the relevant Quotation, Assignment or Agreement between the Client and De Compliance Afdeling. They also apply to supplementary, amended and follow-up agreements with the Client and/or additional work.
2. These General Terms and Conditions also apply to all Agreements with De Compliance Afdeling where third parties are engaged by De Compliance Afdeling in their performance.
3. These General Terms and Conditions may not be deviated from. Any deviations apply only if they have been recorded in writing and signed for approval by both parties.
4. The applicability of any general terms and conditions, purchasing conditions or other conditions of the Client is expressly rejected.
5. If one or more provisions of these General Terms and Conditions are void or annulled, the remaining provisions will remain in full force. In that event, the parties will consult with one another to agree new provisions to replace the void or annulled provisions, taking the purpose and intent of the original provision into account as far as possible.
6. These General Terms and Conditions have been stipulated not only for the benefit of De Compliance Afdeling, but also for all natural and legal persons engaged or involved by De Compliance Afdeling, on any basis, in the performance of an Agreement with the Client. This includes third parties, employees and assistants engaged by De Compliance Afdeling, as well as its management and directors. They may also rely on all provisions of these General Terms and Conditions.
8. If there is uncertainty about the interpretation of one or more provisions, and/or if a situation arises between the parties that is not governed by these General Terms and Conditions, the interpretation or assessment of that situation must be made in the spirit of the provisions of these General Terms and Conditions.
9. If De Compliance Afdeling does not always require strict compliance with these General Terms and Conditions, this does not mean that their provisions do not apply or that De Compliance Afdeling has waived the right to require strict compliance in other cases.
10. De Compliance Afdeling is entitled to amend these General Terms and Conditions unilaterally at any time. Amendments will also apply to Agreements already concluded. The most recent version of these General Terms and Conditions applies.
11. De Compliance Afdeling alone is the contractor under an Agreement with the Client, irrespective of the basis of that Agreement, unless the parties have expressly agreed otherwise.
Article 3. Quotations, offers and formation of the Agreement
1. Quotations issued by De Compliance Afdeling, in any form, are without obligation. A Quotation remains open for written acceptance by the Client for 14 days.
2. An offer and/or Quotation will be made by De Compliance Afdeling in writing, unless urgent circumstances make this impossible.
3. The Quotation contains cost and/or price statements, estimates and/or hourly rates for the Services or Activities described. It contains an accurate description of the Services, Activities and/or products offered. The description is sufficiently detailed to enable the Client to assess De Compliance Afdeling's offer properly. Obvious mistakes or errors in the offer do not bind De Compliance Afdeling.
4. All Services or Activities not described in the offer, or resulting from incorrect or incomplete information supplied by the Client, are regarded as additional work or follow-up assignments and will be charged separately to the Client. De Compliance Afdeling is not obliged to accept requests for additional work or follow-up assignments and may require a new written Agreement to be concluded first.
5. If De Compliance Afdeling's offer is based on information supplied by the Client and that information proves to be incomplete or incorrect, or is subsequently changed, De Compliance Afdeling is entitled to adjust unilaterally the prices, rates, price-determining factors and/or delivery periods stated in the offer. The Client must accept the changed circumstances and meet its payment obligations.
6. If the Client's acceptance deviates from the Quotation, De Compliance Afdeling is not bound by it. The Agreement will then not be formed in accordance with that deviating acceptance, unless De Compliance Afdeling states otherwise in writing.
7. A composite price quotation does not oblige De Compliance Afdeling to perform part of the Assignment for a corresponding part of the quoted price.
8. No rights may be derived from Quotations as referred to in paragraph 1 if the Client has not accepted them within their 14-day validity period.
9. The Agreement is formed when the Client accepts in writing the Quotation issued by De Compliance Afdeling, by an order confirmation sent by De Compliance Afdeling to the Client, and/or by the Client's approval by email. Performance of an Agreement starts only after a Quotation or written Agreement has been signed, returned and received by De Compliance Afdeling, or when De Compliance Afdeling has commenced performance in accordance with the Quotation or order confirmation, whether or not at the Client's express request.
10. De Compliance Afdeling's order confirmation is deemed to reflect the content and intent of the Agreement correctly and completely.
11. De Compliance Afdeling is entitled to require advance payment from the Client unless the parties have agreed otherwise in writing. De Compliance Afdeling is obliged to commence or continue performance only after receiving that advance payment. De Compliance Afdeling is also entitled to invoice the Client in the interim for costs advanced by it or by third parties it has engaged. It is obliged to commence or continue performance only after it has received payment relating to those third parties.
12. De Compliance Afdeling is entitled to refuse an Assignment at any time without stating reasons.
13. Offers and/or Quotations issued by De Compliance Afdeling do not automatically apply to the Client's future assignments or orders.
14. An accepted Assignment may be changed only with the written approval of both parties. Any additional costs resulting from a change are entirely for the Client's account. De Compliance Afdeling will inform the Client of any additional costs as soon as possible. Changes may cause the agreed delivery or performance period to be exceeded.
Article 4. Client obligations
1. To enable the Assignment to be performed properly and on schedule, the Client will provide, in good time and no later than 14 days before the Activities or Services commence, all documents, data and/or information that De Compliance Afdeling states are necessary or that the Client should reasonably understand are necessary for the performance of the Activities or Services.
2. This also applies to making available employees of the Client who will be involved in De Compliance Afdeling's activities.
3. If documents, data and/or information necessary for the Assignment or Services are not made available to De Compliance Afdeling, are not made available on time or are not made available as agreed, or if the Client otherwise fails to meet its obligations, De Compliance Afdeling is entitled to suspend performance of the Agreement and to charge the Client for the resulting costs at its customary rates.
4. The Client warrants the accuracy, completeness and reliability of the documents, data and/or information made available. This also applies where they originate from third parties, unless the nature of the Agreement dictates otherwise.
5. If the Client fails to provide documents, data and/or information reasonably requested by De Compliance Afdeling, or fails to provide them on time or properly, and this delays performance of the Agreement, all resulting additional costs, hours and damage are entirely for the Client's account. De Compliance Afdeling is also entitled to terminate the Agreement immediately, without the Client being entitled to any compensation or damages.
Article 5. Performance of the Agreement
1. De Compliance Afdeling will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice. It will take the Client's wishes into account as far as possible, but retains creative and intellectual freedom to reach conclusions based on its own insights, methods and interpretations that influence the content or outcome of the Services and Activities.
2. De Compliance Afdeling will use its best efforts to protect the Client's interests and to achieve a result useful to the Client after the Services or Activities have been performed. However, it cannot guarantee that the result desired by the Client will always be achieved and is never liable for failure to achieve the result intended by the Client.
3. If and insofar as proper performance of the Agreement requires it, De Compliance Afdeling is entitled to have certain Services or Activities performed by third parties. Where reasonably possible, these third parties will be selected by De Compliance Afdeling after consultation with the Client and with due care. De Compliance Afdeling is not liable for shortcomings of third parties. All costs of engaging third parties are entirely for the Client's account.
4. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
5. If the parties have agreed that the Services or Activities will be performed in phases, De Compliance Afdeling may suspend performance of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing. The resulting costs and any damage are for the Client's account.
6. De Compliance Afdeling is entitled to invoice the completed phases separately.
7. If information, data, materials, products, software or other items to be supplied by the Client are supplied improperly and this causes De Compliance Afdeling to perform more Activities or incur more costs than it could reasonably have expected when entering into the Agreement, this constitutes grounds for increasing the agreed price and/or rates.
8. Every period stated by De Compliance Afdeling for performance of the Agreement is approximate and indicative only. The Client may not terminate the Agreement because a period has been exceeded. If De Compliance Afdeling is unable to perform the Assignment within that period, the parties will consult on extending the period for which the Agreement was concluded. The Client is not entitled to termination or damages because a period has been exceeded.
9. Any period agreed during the term of the Agreement for completion of particular Activities or Services is never a strict deadline for De Compliance Afdeling.
10. Any additional costs incurred by De Compliance Afdeling because the Client requests urgency are entirely for the Client's account.
Article 6. Amendment of the Agreement and additional work
1. The Client accepts that the timetable of the Agreement may be affected if the parties agree in the interim to expand or change the approach, working method or scope of the Assignment and/or the resulting Services or Activities.
2. If interim changes to the Assignment arise due to the Client, for example because of evolving insights or failure to make documents, data or employees available on time, De Compliance Afdeling will make the necessary adjustments if the quality of the service requires this. If such an adjustment results in additional work, it will be charged to the Client.
3. If, after accepting the Assignment, it proves impossible to perform due to circumstances unknown to De Compliance Afdeling, De Compliance Afdeling is entitled to require that the Assignment be amended, where possible, so that performance becomes possible. Exceeding delivery periods or failure to achieve stated objectives, for whatever reason, does not oblige De Compliance Afdeling to compensate the Client for damage suffered by the Client or third parties.
4. If the parties agree that the Agreement will be amended or supplemented, the completion date may be affected, which the Client accepts. De Compliance Afdeling will inform the Client of this in writing.
5. If an amendment or supplement to the Agreement has financial and/or qualitative consequences, De Compliance Afdeling will inform the Client in writing.
6. If a fixed price has been agreed, De Compliance Afdeling will state in writing the extent to which the amendment or supplement exceeds that fixed price.
7. If, at the Client's request or with its prior consent, De Compliance Afdeling performs activities outside the content or scope of the Agreement, these additional activities will be paid for by the Client at De Compliance Afdeling's customary rates. De Compliance Afdeling is not obliged to comply with such a request and may always require a separate written Agreement for those activities.
Article 7. Duration, periods and termination after delivery
1. If the Assignment has been entered into for a fixed term, it ends automatically on the end date.
2. Either party may terminate an Assignment entered into for an indefinite period by observing a notice period of three calendar months. Notice must be given in writing.
3. In certain cases, De Compliance Afdeling will notify the Client that the Assignment has been completed. The provisions in the Quotation on this point are binding. Receipt by the Client of a final invoice for the relevant Activities or Services may be regarded as De Compliance Afdeling considering the Assignment completed. If the Client disputes this, it must notify De Compliance Afdeling within five working days after receiving the invoice.
4. Any delivery period stated by De Compliance Afdeling is indicative. A stated delivery period is never a strict deadline, and exceeding it never entitles the Client to terminate the Agreement or claim damages. De Compliance Afdeling is not liable for exceeding such periods.
Article 8. Suspension, termination and cancellation by the Client
1. De Compliance Afdeling is entitled to suspend performance of its obligations or to terminate the Agreement with the Client in whole or in part, without being liable to compensate the Client, if:
- the Client fails to meet its obligations under the Agreement or fails to meet them fully;
- after the Agreement has been concluded, De Compliance Afdeling becomes aware of circumstances giving it good reason to fear that the Client will not meet its obligations;
- where there is good reason to fear that the Client will perform only partly or improperly, suspension is permitted only to the extent justified by the failure;
- the Client was requested, when entering into the Agreement, to provide security for performance of its obligations and that security is not provided or is insufficient;
- the Client is declared bankrupt, becomes subject to the statutory debt restructuring scheme, is granted a suspension of payments, ceases operations, is liquidated or transfers all or part of its business, including a material part of its receivables, or if an attachment is levied against the Client and is not lifted within a reasonably short period.
2. De Compliance Afdeling is also entitled to terminate or arrange for termination of the Agreement if circumstances arise of such a nature that performance has become impossible or can no longer reasonably and fairly be required of it, or if other circumstances arise such that maintaining the Agreement unchanged can no longer reasonably be expected of it.
3. If the Agreement is terminated, all claims of De Compliance Afdeling against the Client become immediately due and payable. If De Compliance Afdeling suspends performance of its obligations, it retains its rights under the law and the Agreement.
4. In the event of suspension or termination, De Compliance Afdeling always retains the right to claim damages from the Client.
5. An Agreement with De Compliance Afdeling may not be cancelled unless the parties have agreed otherwise in writing. If cancellation is permitted and the Client cancels the Agreement between its formation and the start date of the Activities or Services, the following charges apply:
- Cancellation up to 14 days before the start date: 50% of the total amount;
- Cancellation up to 7 days before the start date: 75% of the total amount;
- Cancellation later than 3 days before the start date: the total amount.
6. If the Client cancels an Agreement, it will fully reimburse De Compliance Afdeling for all costs already incurred in connection with its performance and all other costs arising from the cancellation, without prejudice to De Compliance Afdeling's right to claim compensation for damage resulting from the cancellation.
7. De Compliance Afdeling may require additional security from the Client at any time. If that security is not provided, it may suspend performance of the Agreement. If the request is not met to De Compliance Afdeling's satisfaction, it is entitled to suspend or refuse performance of all Agreements with the Client, without being liable for compensation and without waiving any other rights under the Agreement or the law.
Article 9. Complaints
1. Complaints concerning the outcome of Services or Activities must be submitted to De Compliance Afdeling in writing within seven working days after completion of the Assignment.
2. Complaints concerning invoices must be notified to De Compliance Afdeling no later than five working days after receipt. After that period, the Client is deemed to have accepted the invoice.
Article 10. Confidentiality
1. The parties are obliged to keep confidential all confidential information obtained from each other or another source in connection with the Agreement. All information is considered confidential unless expressly stated otherwise in writing.
2. If De Compliance Afdeling is required by law or a court judgment to disclose confidential information to third parties designated by law or the competent court, and cannot rely on a statutory or court-recognised or permitted right of non-disclosure, it is not liable to the Client for damages or compensation for breach of confidentiality and the Client is not entitled to terminate the Agreement on the basis of any resulting damage.
3. The mutual confidentiality obligation continues after termination of the Agreement.
4. The Client and De Compliance Afdeling will impose the obligations under this article on third parties they engage.
Article 11. Intellectual property rights
1. All intellectual property rights in all products developed, manufactured or supplied by or on behalf of De Compliance Afdeling under the Agreement and/or in the results of Activities or Services, including but not limited to reports, documents, advice and the Compliance Tool, vest exclusively in De Compliance Afdeling or third parties engaged by it, unless the parties expressly agree otherwise in writing. Supplying products, performing Activities or providing Services does not transfer any intellectual property rights to the Client.
2. Unless the parties agree otherwise in writing and provided that the Client has fully met its payment obligations to De Compliance Afdeling, the Client obtains a non-exclusive, unlimited, transferable, perpetual and sublicensable right to use the products or results referred to in paragraph 1, exclusively for the agreed purposes and duration set out in the Agreement. Unless agreed otherwise in writing, the Client may use the products only for their intended use within its own company or organisation.
3. The Client must strictly comply with the conditions laid down in these General Terms and Conditions or otherwise imposed by De Compliance Afdeling. Without De Compliance Afdeling's express written permission, the Client is not entitled to reproduce, publish or modify the products or results referred to in paragraph 1, use them for other purposes or make them available to third parties. Deviating or additional use is permitted only with De Compliance Afdeling's express written permission and after the Client has paid an additionally agreed fee for such use.
4. The Client warrants that it owns all intellectual property rights in the documents, information and/or data it supplies. By issuing the Assignment, the Client grants De Compliance Afdeling the right to use those documents, information and/or data in accordance with the Assignment. The Client indemnifies De Compliance Afdeling against all third-party claims relating to infringement by documents, data and/or information supplied by the Client and used by De Compliance Afdeling.
5. If the Client breaches this article, it forfeits to De Compliance Afdeling an immediately payable penalty of €25,000 for each breach, increased by €2,500 for each day the breach or non-performance continues. The penalty is not subject to set-off, suspension or reduction and does not affect De Compliance Afdeling's right also to claim full damages and/or performance.
Article 12. Prices and rates
1. If the Quotation includes a fixed price, this is the agreed price. If no fixed price is included, the amount payable by the Client will be determined on a cost-plus basis using De Compliance Afdeling's applicable hourly rates and the provisional amounts or prices charged by third parties.
2. All prices and rates quoted by De Compliance Afdeling exclude VAT, other government-imposed taxes and levies, and costs such as travel expenses and other expenses, unless expressly agreed otherwise.
3. Unless expressly agreed otherwise, all prices and rates apply in accordance with the Quotation, Agreement or other rate stated by De Compliance Afdeling. Prices and rates in Quotations and Agreements are based on data and information supplied by the Client. Additions or changes to the Assignment, materials, data or information supplied by the Client may lead to changes in prices. Price increases resulting from those additions or changes are entirely for the Client's account. The Client accepts that the Assignment may change, including the fee, amounts due, prices and/or rates. De Compliance Afdeling will notify the Client of the need for a price increase as soon as possible.
4. If, after issuing the Quotation and/or entering into and performing the Agreement, unforeseen cost-increasing circumstances arise for De Compliance Afdeling due to changes in laws or regulations, price changes by third parties or suppliers engaged by De Compliance Afdeling, travel or other expenses, wages, employer costs and/or social security contributions, or any other price-determining factors, De Compliance Afdeling is entitled to increase the agreed price or rates accordingly and charge them to the Client.
5. Even where De Compliance Afdeling has agreed a fixed price or rates with the Client, it is entitled to increase them if, during performance, it appears that the amount of work originally agreed or expected was materially underestimated when the Agreement was concluded, through no fault of De Compliance Afdeling, such that De Compliance Afdeling cannot reasonably be required to perform the agreed Services or Activities at the original price or rates. De Compliance Afdeling will inform the Client as soon as possible. The Client must pay these additional costs.
6. Once per year, De Compliance Afdeling is entitled to adjust its prices and rates based on the annual change in the Consumer Price Index published by Statistics Netherlands (CBS). Such an adjustment does not entitle the Client to terminate the Agreement.
Article 13. Invoicing and payment
1. Unless expressly agreed otherwise, De Compliance Afdeling is entitled, when the Assignment is issued, to invoice the Client immediately for an advance on the total Quotation amount or total amount, fee, prices or rates payable under the Agreement. The Client must pay the invoice fully and on time before the Services or Activities commence.
2. De Compliance Afdeling retains the right at all times to charge the Client in the interim for all hours worked and expenses incurred.
3. Payment must be made within 30 days after the invoice date or no later than 10 working days before the Services or Activities to which the invoice relates commence, into a bank account designated by De Compliance Afdeling.
4. In the event of late payment, De Compliance Afdeling reserves the right to suspend or discontinue performance of the Agreement with immediate effect.
5. If the Client fails to pay within the 14-day period, it is in default by operation of law. The Client then owes interest of 2% per month or part of a month, unless the statutory commercial interest under Article 6:119a of the Dutch Civil Code is higher, in which case that statutory commercial interest applies. Interest on the due amount is calculated from the invoice due date until full payment.
6. If the Client fails or is in default in the timely performance of its obligations to De Compliance Afdeling, all extrajudicial collection costs are for the Client's account. These costs amount to 15% of the principal sum due, subject to a minimum of €250. If De Compliance Afdeling has incurred higher costs that were reasonably necessary, those costs are also eligible for reimbursement.
7. All judicial and extrajudicial costs are for the Client's account.
8. The Client is never entitled to pay invoices in instalments unless De Compliance Afdeling has agreed to this in writing. De Compliance Afdeling is also entitled to suspend and/or terminate the Agreement. If payment in instalments has not been agreed, failure to pay any invoice means that the full balance of that invoice, all Services or Activities already invoiced or still to be invoiced, and everything else owed by the Client to the creditor become immediately due and payable.
9. The Client is not entitled to suspend payments or invoke any discount, set-off or compensation.
10. If the Client's financial position or payment conduct gives De Compliance Afdeling reason to do so, in its judgment, the Client must, at De Compliance Afdeling's first request, provide an advance and/or adequate security for its obligations by means of a bank guarantee, pledge or otherwise. Security may be requested for existing and future obligations; an advance may be requested only for future obligations. The amount of the requested security or advance must be proportionate to the relevant obligations of the Client.
11. If the Client does not provide the advance or security referred to in paragraph 10 within the period set by De Compliance Afdeling, it is in default without further notice of default. De Compliance Afdeling is then entitled to suspend performance of all its obligations or terminate all Assignments with the Client. In that event, the Client must indemnify De Compliance Afdeling for the losses or damage it suffers.
12. If the Assignment has been entered into with more than one Client belonging to the same group of companies, all Clients are jointly and severally liable for performance of the obligations under this article, irrespective of the name stated on the invoice.
13. In the event of liquidation, bankruptcy, attachment, suspension of payments or debt restructuring under the Dutch Natural Persons Debt Restructuring Act (WSNP) on the part of the Client, De Compliance Afdeling's claims become immediately due and payable.
Article 14. Liability, indemnification and insurance
1. De Compliance Afdeling has professional indemnity and business liability insurance for insured amounts in line with amounts customary in the sector.
2. De Compliance Afdeling's total liability for an attributable failure to perform the Agreement, or on any other basis, is limited to the amount paid out by its insurer in the relevant case. If its insurer does not pay out for any reason, the direct damage payable by De Compliance Afdeling is limited to no more than the price agreed for that Agreement or its invoice value, excluding VAT. In no event will De Compliance Afdeling's total liability for direct damage, on any basis, exceed €10,000.
3. De Compliance Afdeling is not liable for indirect damage, consequential loss, loss of profit, missed savings, reduced goodwill, business interruption loss, damage resulting from claims by customers of the Client, damage connected with the use of third-party products, items or materials prescribed by the Client, or damage connected with suppliers, personnel or other third parties prescribed by the Client. Liability connected with the corruption, destruction or loss of data or documents is also excluded. De Compliance Afdeling is not liable for improper use of materials it supplies, nor for damage to property of the Client or third parties, including damage, corruption or loss of property.
4. The limitations of liability in paragraphs 2 and 3 do not apply if and to the extent that the damage results from intentional conduct or deliberate recklessness on the part of De Compliance Afdeling.
5. Unless performance is permanently impossible, De Compliance Afdeling is liable for an attributable failure only if the Client has promptly given it written notice of default, allowing a reasonable period to remedy the failure, and De Compliance Afdeling remains attributably in breach after that period. The notice of default must describe the failure as fully and in as much detail as possible so that De Compliance Afdeling can respond adequately.
6. Any claim for compensation of direct damage must be submitted within one year after the damage is discovered, failing which the Client forfeits its right to compensation.
7. Insofar as De Compliance Afdeling uses other suppliers, engaged persons or third parties in performing the Agreement, the same limitations and exclusions of liability in these General Terms and Conditions apply for their benefit, and they may rely on those limitations directly. De Compliance Afdeling is not liable for damage resulting from acts or omissions of other parties with whom the Client has entered into an Agreement directly.
8. De Compliance Afdeling is not liable, on any basis, for shortcomings of third parties it engages. It may also accept limitations of liability of third parties on behalf of the Client.
9. De Compliance Afdeling is not liable for damage of any kind resulting from its reliance on incorrect and/or incomplete information supplied by the Client. The Client remains responsible under all circumstances for the accuracy and completeness of the information it provides to De Compliance Afdeling.
10. Performance of the Agreement by or on behalf of De Compliance Afdeling is exclusively for the Client's benefit. Third parties may never derive rights from that performance. The Client indemnifies De Compliance Afdeling against all third-party claims alleging damage, on any basis, caused by or connected with Services provided or Activities performed by De Compliance Afdeling for the Client. The Client will also reimburse the costs of legal assistance incurred by De Compliance Afdeling in and out of court in this connection.
11. De Compliance Afdeling provides only certificates that are not subject to formal accreditation. The Client may not derive rights from them as if they were formally accredited. De Compliance Afdeling is not liable in this respect on any basis.
12. If the Client loses its licence to operate in the area of compliance and/or fails to comply with all laws and regulations despite advice or guidance from De Compliance Afdeling, De Compliance Afdeling is not liable for any resulting direct or indirect damage on any basis. The Client remains responsible at all times for its own compliance with all laws and regulations.
13. The Client indemnifies De Compliance Afdeling against third-party claims concerning intellectual property rights in materials or data supplied by the Client and used in performing the Agreement.
14. The Client indemnifies De Compliance Afdeling against claims by third parties that suffer damage in connection with performance of the Agreement where that damage is attributable to the Client.
15. The Client will, insofar as possible, take out adequate insurance against liability under this article. At De Compliance Afdeling's first request, the Client will provide proof of insurance.
Article 15. Force majeure
1. De Compliance Afdeling is not obliged to perform any contractual obligation to the Client if it is prevented from doing so by a circumstance that is not attributable to fault and is not for its account by law, legal act or generally accepted standards.
2. In addition to the meaning given to it by law and case law, force majeure in these General Terms and Conditions means all external causes, foreseen or unforeseen, beyond De Compliance Afdeling's control that prevent it from performing its contractual obligations. Force majeure includes in any event: war, terrorism, materials not supplied by suppliers, postal delays, epidemics or pandemics, civil war, riots, acts of violence, destruction, threat of war, a state of siege, strikes, blockades, business disruption, material shortages, defects in goods and materials, fire, explosion, flooding, earthquakes and other natural disasters, general transport problems, export or import bans, refusal to issue import or export licences, excessive sickness absence among employees, suppliers or engaged third parties, government-imposed restrictions, and failures by De Compliance Afdeling's suppliers or other ways in which those suppliers fail to meet their obligations.
3. De Compliance Afdeling is entitled to invoke force majeure if the circumstance preventing further performance occurs after it should have performed its obligations under the Agreement.
4. De Compliance Afdeling may suspend its obligations under the Agreement for as long as the force majeure continues. If this period lasts longer than two months, either party may terminate the Agreement without being obliged to compensate the other party.
5. If De Compliance Afdeling has already partly performed its obligations when the force majeure occurs, or can still partly perform them, and the part performed or to be performed has independent value, it is entitled to invoice that part separately. The Client must pay that invoice as if it concerned a separate Agreement.
6. De Compliance Afdeling owes no compensation to the Client in the event of force majeure, even if it obtains any benefit from the circumstance.
Article 16. Hiring or engaging employees
1. Without De Compliance Afdeling's written permission, the Client is prohibited from having employee(s) or contractors of De Compliance Afdeling perform Activities or Services, outside De Compliance Afdeling, directly or indirectly, for payment or otherwise, under an employment agreement, direct employment relationship, services agreement, any other legal relationship or otherwise, whether for the Client itself or through the Client for a third party.
2. Employee(s) or contractors as referred to in paragraph 1 include:
- employees of De Compliance Afdeling;
- self-employed contractors who are or have been involved in any way in performing the Assignment between De Compliance Afdeling and the Client.
3. If the Client acts in breach of paragraph 1, it owes De Compliance Afdeling an immediately payable penalty of €25,000 for each breach and €500 for each day the breach continues. This penalty does not exclude De Compliance Afdeling's right to claim damages instead of the penalty and/or demand performance from the Client.
Article 17. Use for marketing purposes
Unless the parties have agreed otherwise, De Compliance Afdeling is entitled to place the Client's company name and/or logo and, where applicable, the name of a project on which De Compliance Afdeling has worked on its website and to use them in film, spoken word and writing for marketing and acquisition purposes.
Article 18. Governing law and competent court
1. All advice, offers, Quotations, Assignments and/or Agreements between De Compliance Afdeling and the Client to which these General Terms and Conditions apply are governed by the laws of the Netherlands.
2. All disputes arising from or in connection with an Agreement between De Compliance Afdeling and the Client will be submitted exclusively to the competent court of the District Court of Rotterdam, unless mandatory law confers jurisdiction on another court.
3. The parties will always consult with one another first in an effort to reach an amicable solution.
Article 19. Final provisions
1. De Compliance Afdeling's General Terms and Conditions can be consulted at any time at www.decomplianceafdeling.nl/en/terms-and-conditions. The original Dutch version is available at www.decomplianceafdeling.nl/algemene-voorwaarden.
2. By accepting the Quotation in writing, signing the Agreement, approving it by email and/or agreeing in any other way, the Client declares that it has received a copy of the General Terms and Conditions, has read and agrees to their contents, and instructs De Compliance Afdeling to perform the Activities and/or Services stated in the Quotation in accordance with these General Terms and Conditions.
3. Insofar as personal data of the Client is processed in performing Activities under the Services provided by De Compliance Afdeling, that personal data will be processed properly and carefully in accordance with the General Data Protection Regulation.
4. These General Terms and Conditions were last updated on 14 July 2026.