General Terms and Conditions

DAAN Finance & Control B.V. (hereafter DFC) applies the following general terms and conditions:

These general terms and conditions apply to and form part of all agreements between DAAN Finance & Control B.V., trading under the trade names “DAAN Finance & Control”, “Sustainability Mentor”, “Een goede financiele man” (A Good Financial Man), registered in the Trade Register under number 84603127, located at Dijk 10 in Benthuizen, the Netherlands, and the client, as well as to all resulting (subsequent) agreements and further (legal) acts of DFC with, for, or towards the client, and to all non-contractual relationships between the parties, in particular torts.

The applicability of any purchasing or other terms and conditions of the client is explicitly rejected.

If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions of these general terms and conditions remain fully applicable. DFC and the client will then consult with each other to agree on new provisions to replace the invalid or voided provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.

 Offers and Quotations

1. All offers are non-binding, unless a term for acceptance is stated in the offer.
2. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including shipping and administration costs, unless otherwise indicated.
3. If the acceptance (on minor points) deviates from the offer included in the quotation, DFC is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless DFC indicates otherwise.
4. A composite quotation does not obligate DFC to perform part of the order for a corresponding portion of the quoted price.
5. Offers or quotations do not automatically apply to future orders.

Execution of the Agreement

1. If DFC commences work before the client has given written approval of the quotation, these terms and conditions apply accordingly, with the understanding that DFC may choose to postpone performance until the agreement has been concluded in writing.
2. DCF will execute the agreement to the best of its knowledge and ability. If and to the extent proper execution of the agreement so requires, the parties may, in consultation, decide to have certain work performed by third parties on the client’s behalf.
3. The client shall ensure that all data that DFC indicates is necessary, or that the client reasonably should understand is necessary, for the execution of the agreement is provided to DFC in a timely manner.
4. Both parties are obligated to maintain confidentiality regarding all confidential information they have obtained from each other or from other sources within the framework of their agreement. Information is considered confidential if the other party has communicated this or if this follows from the nature of the information. Without prejudice to the foregoing, DFC reserves the rights and powers granted to it under the Copyright Act.
5. All documents provided by DFC, such as reports, advice, designs, sketches, drawings, software, etc., are intended exclusively for the client’s use and may not be reproduced, made public, or disclosed to third parties by the client, other than for their intended use, without DFC’s prior written consent.
6. DFC also reserves the right to use the knowledge acquired through the performance of the work for other purposes, with the exception of confidential information disclosed to third parties.
7. The complaint period, as referred to in Article 6:89 of the Dutch Civil Code, is eight days after discovery, but no later than fourteen days after completion of the assignment. Complaints must be submitted in writing.
8. If a complaint is justified, DFC will still perform the work as agreed, unless the client demonstrably considers this pointless. The client must notify the client in writing of this in the latter case.

Amendment/Termination of the Agreement

1. If, during the execution of the agreement, it becomes apparent that proper execution requires changes or additions to the work to be performed, the parties will amend the agreement accordingly in a timely manner and by mutual agreement. The general terms and conditions apply accordingly to the amended agreement.
2. Both parties may terminate the service agreement in writing at any time. In that case, the parties must observe a notice period of at least two weeks, unless otherwise agreed. DFC is entitled to invoice separately for the part already performed or still to be performed. The client is obligated to pay this invoice as if it were a separate contract.
3. Force majeure in these general terms and conditions means, in addition to its definition in law and case law, all external causes, whether foreseen or unforeseen, over which DFC has no control, but which prevent DFC from fulfilling its obligations. DFC also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after DFC should have fulfilled its obligation.
4. During force majeure, DFC’s obligations are suspended. If the period during which DFC is unable to fulfill its obligations due to force majeure lasts longer than four weeks, both parties are entitled to terminate the agreement without any obligation to pay damages.
5. If, upon the occurrence of the force majeure, DFC has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already performed or still to be performed, and the client is obligated to pay this invoice as if it were a separate contract. However, this does not apply if the part already performed or still to be performed has no independent value.

Liability

1. If DFC is liable, its liability is limited to the extent stipulated in this provision.
2. DFC is not liable for damages of any nature whatsoever arising from DFC’s reliance on incorrect and/or incomplete information provided by or on behalf of the other party.
3. If DFC is liable for any damages, its liability is limited to a maximum of one (1) times the invoice value of the assignment, or to that portion of the assignment to which the liability relates, with a maximum of EUR 10,000 (ten thousand euros).
4. DFC is only liable for direct damages.
5. Direct damage is understood to mean exclusively the reasonable costs of determining the cause and extent of the damage, insofar as this determination relates to damage as defined in these terms and conditions, any reasonable costs incurred to ensure that DFC’s defective performance complies with the agreement, insofar as these can be attributed to DFC, and reasonable costs incurred to prevent or limit damage, insofar as the other party demonstrates that these costs have led to a limitation of direct damage as referred to in these terms and conditions.
6. DFC is never liable for indirect damage, including consequential damage, lost profits, lost savings, and damage due to business interruption.
7. The Client indemnifies DFC against all third-party claims and will reimburse DFC for the costs it incurs or will incur in connection with defending against such third-party claims, which relate to or arise from work performed by DFC under the agreement(s) with the Client.
8. Notwithstanding the statutory limitation period, the limitation period for all claims and defenses against DFC and its agents involved in the performance of an agreement is one (1) year.
9. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of DFC.

Fee

1. DFC charges a fee for its services, which is generally based on an hourly rate unless otherwise agreed. For assignments with a duration of more than one (1) month, the costs due will be charged per calendar month. Payment must be made within 14 days of the invoice date, in a manner specified by DFC.
2. Costs owed to third parties through DFC will be invoiced separately if they are not already paid directly by the client. This includes travel and accommodation expenses outside the main location of performance.
3. DFC may charge an advance payment for the fee and/or anticipated costs. This advance payment will be offset against the next invoice.

Other

1. Dutch law applies to every agreement between DFC and the client. The most recently filed version, or the version applicable at the time the current assignment was concluded, always applies.
2. The court in The Hague has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Nevertheless, DFC reserves the right to submit the dispute to the legally competent court.
3. In the case of public statements about projects in which DFC is involved, DFC is informed about the content of the statements prior to publication. If DFC is mentioned, DFC is given the opportunity to provide its opinion on the content and to refer to the publication on DFC’s own communication channels.