General terms and conditions

Article 1 - Applicability

1.1. These General Terms and Conditions are, with exclusion of other General Terms and Conditions, applicable to each provision of services by Werque.nu B.V. and its group companies (hereinafter: "Werque.nu") for the benefit of its Principal (hereinafter: "Client"). In addition to Werque.nu also persons that have been involved by Werque.nu directly or indirectly in the provision of services can claim the applicability of these General Terms and Conditions.
 

1.2. Stipulations deviating from these General Terms and Conditions are only applicable if and insofar Werque.nu has confirmed these explicitly and in writing to its Client.
 

1.3. If any stipulation, forming part of these General Terms and Conditions or of the agreement between Werque.nu and its Client, would be invalid or invalidated, then the agreement will for the remainder remain in force and the concerned stipulation shall in consultation between parties without delay be replaced by a stipulation that approaches the tenor of the original stipulation as much as possible.

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Article 2 - Agreement

2.1. The legal relation between Werque.nu and Client is an agreement of commission/engagement as referred to in article 7:400 Dutch Civil Code. The articles 7:404 and 7:407 are excluded by Werque.nu. Solely Werque.nu will be regarded as Contractor towards Client.
 

2.2. The agreement is concluded on the moment that the engagement letter signed by Werque.nu and Client has been received back by Werque.nu. The engagement letter is based on the information provided by Client to Werque.nu at the time thereof. The engagement letter is deemed to correctly and completely reflect the agreement between Werque.nu and Client.
 

2.3 If the engagement has been granted orally, or if the engagement letter has not (yet) been received back signed, then the engagement is deemed to have been concluded under the applicability of these General Terms and Conditions on the moment that Werque.nu has started upon request of Client with the execution of the engagement.
 

2.4. An engagement is deemed to have been granted for an undefined period, unless explicitly in writing is agreed or it derives from the nature of the engagement that this has been granted for a defined period or for a certain project.

 

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Article 3 - Data and information

3.1. The client grants Werque.nu permission to register and process company data and personal data.

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3.2. The client shall always provide Werque.nu with timely and complete information that is relevant for the correct execution of the assignment provided. The Client guarantees the accuracy, completeness, reliability and legitimacy of this information, even if it originates from third parties. The Client will inform Werque.nu of all events and circumstances that may be important for the proper execution of the assignment. This also applies to events and circumstances that only become known after the start of the work.

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3.3. Werque.nu has the right to suspend the execution of the assignment until the Client has fulfilled its obligations as stated in paragraph 2 of this article.
 

3.4. Additional costs, additional hours and any other damage incurred by Werque.nu due to the Client's failure to fulfill its obligations as described in paragraph 2 of this article shall be at the Client's expense and risk. 
 

3.5. Werque.nu shall return the original documents provided by the Client to the Client at the Client's first request. 

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3.6. Werque.nu processes the personal data provided by the Client in the context of the assignment in accordance with its obligations arising from the applicable privacy laws and regulations, including, but not limited to, the Personal Data Protection Act (until May 25, 2018) and the General Data Protection Regulation (hereinafter “GDPR”) (Regulation EU 2016/679) from May 25, 2018. If necessary, Werque.nu and the Client will enter into a Data Processing Agreement in accordance with the GDPR that meets the conditions set out in the GDPR.

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3.7. Insofar as Werque.nu can be regarded as responsible for the processing of personal data within the framework of its services for the Client, it will only process data that is necessary within the framework of its services, its own client administration and for the management of its client portal. These client details are only accessible to Werque.nu and the Client and will not be provided to third parties, unless Werque.nu is obliged to do so by law and/or regulations or has received permission from the Client and/or the person concerned within the meaning of the GDPR. 

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3.8. If Werque.nu and the Client jointly determine the purpose and means of processing, they qualify as joint controllers in accordance with the GDPR. In this situation, the Client, as the initial provider of the personal data, is the primary point of contact for data subjects within the meaning of the GDPR and the Client will be primarily responsible for handling a request made by a data subject in accordance with the GDPR. If Werque.nu receives a request from a data subject within the meaning of the GDPR, Werque.nu will immediately forward this to the Client and inform the data subject. The Client will respond to the data subject within the applicable legal time limits and, if the cooperation of Werque.nu is necessary for the handling of the request, will contact Werque.nu. Unless this arises from the assignment and/or further agreements have been made between the Client and Werque.nu regarding this, Werque.nu will not have direct contact with the person concerned regarding the request made. This provision does not affect the right of a data subject to exercise his or her rights towards each of the joint controllers under the provisions of the GDPR. 
 

3.9. If Werque.nu and the Client are joint controllers and there is a breach of the security of the personal data processed as part of the service as referred to in the GDPR, a so-called ” Data Breach”, the parties shall immediately, but no later than within the deadlines specified in the GDPR, consult with each other regarding the consequences of this and regarding the actions to be taken by each of the controllers. Werque.nu and/or the Client will report the data breach to the supervisory authority and/or the person(s) involved within the deadlines stated in the GDPR and will also provide each other with the necessary assistance in fulfilling the obligations included in the GDPR in the context of a data breach.

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3.10. Werque.nu is permitted to provide customer data/personal data to requesting parties to which/to which certain personal data must be provided or deposited by law. 

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3.11. Werque.nu is only permitted to provide customer data/personal data to other parties by means of electronic data traffic if this has been explicitly agreed with the Client and/or the person concerned. 

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3.12. Werque.nu will take adequate technical and organizational measures to protect the (personal) data it is responsible for processing against loss or any form of unlawful processing (including unnecessary collection or further processing). These measures shall ensure, taking into account the state of the art, the scope, the context, the purposes of the processing and the costs of implementation, a level of security appropriate to the risks represented by the processing and the nature of the data to be protected. 

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3.13. The Client has its own independent duty to comply with its obligations arising from the applicable privacy laws and regulations, including but not limited to the Personal Data Protection Act (until May 25, 2018) and the General Data Protection Regulation (Regulation EU 2016/679) from May 25, 2018. The Client indemnifies Werque.nu against all claims from third parties in connection with non-compliance by the Client. The indemnification also relates to all damages and costs that Werque.nu suffers or incurs in connection with such a claim. 

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Article 4 - Execution of the engagement/activities

4.1. Werque.nu shall in the execution of its provision of services at all times comply with the professional rules applicable to the provision of services and strive for the care that under the given circumstances reasonably can be expected of it. Werque.nu does however not warrant achieving of the envisaged result.
 

4.2. Werque.nu determines the manner in which and by which person(s) the engagement will be executed, and shall observe thereby as much as possible the wishes made known by Client.
 

4.3. Werque.nu may involve third parties in the execution of an engagement if this, in its opinion, benefits a correct execution of the concerned engagement. For this no prior permission of Client is required. A shortcoming of the third party involved in the engagement can only be imputed to Werque.nu if Client demonstrates that the choice of Werque.nu for this person has not taken place carefully.
 

4.4. Werque.nu will maintain regarding the engagement a (digital) file with therein copies of relevant documents, which file is and remains property of Werque.nu.
 

4.5. Werque.nu and Client shall during the engagement among others make use of digital means of communication, including electronic mail exchange. Werque.nu and Client are towards each other and towards others not liable for possible damage that emerges from the use of digital means of communication, such as electronic mail exchange. Both Werque.nu and Client shall do all that reasonably may be expected for the prevention of risks and damage, such as the spreading of viruses and mutilation.
 

4.6. In case of doubt regarding the content and/or sending of electronic mail, the data-excerpts from the computer systems of Werque.nu shall be decisive.
 

4.7. There shall only be an instance of fatal terms within which the agreed activities must be completed is such has been agreed in writing.
 

4.8. If Client is liable to pay and advance payment or Client for the benefit of the execution of the engagement must make information and data available to Werque.nu, then the term within which the activities must be completed, does not start sooner than from the moment on which the complete advance payment has been received by Werque.nu in good order or on which the required information and data have been received completely by Werque.nu.
 

4.9. Exceeding of terms by Werque.nu is only a valid ground for cancellation if it has been established that execution of the engagement has become permanently impossible by the exceeding of the term. In the other instances of exceeding of the term, the agreement can only be dissolved by Client after Client, after expiry of the agreed term, has summoned to Werque.nu a reasonable new term to execute the engagement after all (entirely) and Werque.nu also in that case does not or not entirely execute the engagement within the newly summoned term.

 

Article 5 - Fee

5.1. Over the height of the fee of Werque.nu, Werque.nu and Client shall make agreements in advance.

The fee can be determined in different manners dependent on the sort of provision of services. The most prevalent manners of calculation of the fee are: (i) on the basis of the time spent and the hourly rates applied by Werque.nu, increased with a compensation for made costs and costs of third parties; (ii) a fixed fee agreed in advance; (iii) a subscription rate/membership fee. A combination is also possible.
 

5.2. Made costs such as travel and board costs shall also be invoiced to Client.
 

5.3. Werque.nu has the right to modify during the tenor of the agreement the earlier agreed rate, if there is a reason thereto in the development of the factors determining the rates, such as for instance a change of the level of wages/prices.
 

5.4. All rates are exclusive of VAT/turnover tax and other levies imposed or to be imposed by the government.
 

5.5. Werque.nu has the right to send periodic partial declarations/invoices or advance bills for activities executed or to be executed to Client.
 

5.6. Declarations/invoices must be paid within 14 days after the date of the invoice in Euros, without any deduction, discount or set-off, into the bank account designated by Werque.nu. The day of payment is the day of crediting into the bank account of Werque.nu. Objections against the height of the declaration/invoice do not suspend the payment obligation of Client.
 

5.7. In case of an engagement jointly granted by several Customers, the concerned Customers, insofar the engagement is executed for the benefit of the joint Customers, will be jointly and severally liable for the payment of the declarations/invoices and possible due interest and costs in case of non-timely payment.
 

5.8. If Client has not paid the due amounts within the applicable term, then Client is immediately in default and liable to pay the interest by law over the outstanding monetary sums. All costs, emerged from or holding connection with the (out-of) court collection of the claim of all due on the basis of the agreement will be for the account of Client. Client shall pay the concerned costs further to the first request hereto by Werque.nu these costs amount to 15% of the principal amount. The right on set-off and suspension by Client is excluded. Client shall upon request of Werque.nu make an advance payment and/or provide surety for the payment.
 

5.9. Werque.nu reserves the right - also during the execution of an engagement, if the financial position or the payment behaviour of the Client gives cause thereto in the opinion of Werque.nu – to request from Client full or partial advance payment and/or provision of surety, in the absence of which Werque.nu is authorised to suspend compliance with its obligations.

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Article 6 - Complaints regulation

6.1. If Client wishes to make a reclamation regarding executed activities or regarding of the declaration/invoice, then Client must do this at the peril of forfeit within 30 days after the sending date of the documents or the information against which Client wishes to make a reclamation or within 30 days after the date of the declaration/invoice or discovery of the defect in writing and with motivation towards Werque.nu.
 

6.2. Reclamation does not suspend the payment obligation of Client, except for insofar Werque.nu has made known to Client that the complaint is well-founded.
 

6.3. In case of a reclamation/complaint was found well founded, Client has the choice between (i) modification of the declared fee regarding the concerned activities about which a reclamation was justly made, (ii) the free-of-charge improving or executing again of the concerned activities about which a reclamation was justly made or (iii) partial or entirely not execute (anymore) of the concerned activities about which a reclamation was justly made is against proportional refunding of the fee already paid by Client.

 

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Article 7 – Identification obligations

7.1. Werque.nu is on the basis of stipulations in the law, obliged to identify its customers and to record this identification in a correct manner. Client commits to cooperate with this identification.
 

7.2. Werque.nu is, on the basis of stipulations in the law, obliged to report in certain instances executed or planned unusual transactions in the execution of the engagement without delay to the entities designated thereto by law. Werque.nu is furthermore obliged to secrecy concerning this reporting. Werque.nu is never liable for the disadvantageous consequences of such a reporting made by Werque.nu, also not if the reporting afterwards proves to be unfounded, unless Client demonstrates that the filing of the report in the given circumstances according to standards of reasonableness and fairness was unacceptable.
Client safeguards Werque.nu from all claims of third parties that derive from the application by Werque.nu of the concerned stipulations.

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Article 8 - Liability

8.1. Werque.nu is towards Client solely liable for a shortcoming in the execution of the engagement insofar the shortcoming consists of the not observing of the care and expertise on which may be relied in the execution of the engagement.
 

8.2. If Werque.nu is legally liable for the consequences of an error in the execution of the engagement granted to Werque.nu, then Client has a right to a compensation of damages:

- if and insofar Werque.nu enjoys for that damage cover under an insurance: up to the amount of the amount paid out for that concrete case of damage under the insurance, increased with the own risk of Werque.nu;

- if Werque.nu enjoys for that damage no cover under an insurance up to the total amount of the declarations sent by Werque.nu to Client and paid by Client for the activities that Werque.nu has executed in the framework of the engagement in which the error has been made, in the period of 12 months prior to the error.
 

8.3. Notwithstanding the stipulations in article 6:89 Dutch Civil Code each right to compensation of damages is forfeited in any case 12 months after the event from which the liability of Werque.nu derives directly or indirectly.
 

8.4. Werque.nu is not liable for:

- damage emerged at Client or third parties that is the consequence of the provision of incorrect and/or incomplete and/or not-timely information and/or data by Client to Werque.nu or otherwise is the consequence of acts or omissions of Client;

- damage emerged at Client or third parties that is the consequence of acts or omissions of help persons that have been involved by Client or Werque.nu (employees of Werque.nu not included therein), also if these are employed with an organization connected to Werque.nu;

- enterprise, indirect or consequential damage emerged at Client or third parties.
 

8.5. Client is required to safeguard and indemnify Werque.nu from all claims of third parties. Thereunder also included shareholders, directors, members of the supervisory board and personnel of Client as well as affiliated legal persons and enterprises and others that are involved in the organization of Client - that derive from or are connected with the activities of Werque.nu for the benefit of Client, except for insofar these claims are the direct consequence of willful intent or gross fault of Werque.nu.
 

8.6. The stipulations in this article also apply if Client claims compensation of damages on the basis of another acquired right. Werque.nu has been authorized by Client to accept possible limitations of liability of third parties on behalf of Client.
 

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Article 9 – Statute of limitations

9.1. Insofar in these General Terms and Conditions it has not been stipulated otherwise, the claim rights of Client on whichever basis will become forfeit towards Werque.nu in connection with the execution of activities by Werque.nu in any case 12 months after the moment on which Client became familiar or reasonably could be familiar with the existence of these rights.

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Article 10 – Intellectual property rights

10.1. All rights with regard to products of the mind that Werque.nu develops or uses in the execution of the engagement, including among others advice, work methods, (model) contracts/agreements, systems, system designs and computer programs, belong to Werque.nu, insofar these do not already belong to third parties.
 

10.2. Except for explicit prior written permission of Werque.nu the Client is not permitted to multiply, disclose or to exploit the products of the mind or the recoding thereof on information carriers whether or not jointly with or by involvement of third parties, notwithstanding the stipulations in article 11.3.

 

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Article 11 - Secrecy

11.1. Werque.nu is obliged to keep secret the data and information provided by or on behalf of Client towards third parties that are not involved in the execution of the engagement. This obligation does not apply insofar on Werque.nu an obligation by law or profession rests to disclosure, including the obligations deriving from the "Wet ter voorkoming van witwassen en financieren van terrorisme" (the so-called Wwft; law regarding avoidance of money laundering and financing of terrorism) and other (inter)national

regulations with a similar tenor, or insofar Client has relieved Werque.nu of the obligation to secrecy.
 

11.2. The first section does not hinder collegial consultation within the organization of Werque.nu, insofar Werque.nu deems such necessary for a careful execution of the commission or for the careful compliance with an obligation by law or profession.
 

11.3. Werque.nu is, if it acts for itself in a disciplinary, civil, arbitration, administrative law or criminal procedure, authorized to apply the data and information of which it has taken knowledge in the execution of the commission this in its opinion can be of importance.
 

11.4. Without the explicit prior written permission of Werque.nu the Client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other expression whether or not in writing of Werque.nu, except for insofar this derives directly from the agreement, takes place for the acquisition of an expert opinion regarding the concerned activities of Werque.nu, on Client an obligation to disclosure by law or profession rests, or if Client acts for itself in a disciplinary, civil, arbitration, administrative law or criminal procedure.
 

11.5. Werque.nu is authorized to stating the name of Client and the mentioning in headlines of the executed activities to (commercial) relations of Werque.nu as an indication of the experience and expertise of Werque.nu.

 

Article 12 - Cancellation

12.1. The agreement is concluded for an undefined period, unless from the content, nature and/or tenor of the granted engagement it derives that this has been concluded for a defined period.
 

12.2. Client and Werque.nu can cancel the agreement at all times (in-between) observing a reasonable notice period, unless the reasonableness and fairness object against termination or termination on such a term. The cancellation must be communicated in writing to the other party.
 

12.3. The agreement may be cancelled per registered letter by both Werque.nu and Client (in-between) without observing a notice period, in the case the other party is not able to pay his debts, or if a receiver, supervisor or settles has been appointed, the other party arranges for a debt sanitation, or for any other reasons ceases his or if the other party deems the emergence of one of the above mentioned circumstances at the one party reasonably likely or if a situation has emerged that justifies immediate termination in the interest of the cancelling party.
 

12.4. Werque.nu retains in all instances of (in-between) cancellation its claim to payment of the declarations for activities executed by it till then, whereby to Client under precondition the preliminary results of the activities executed till then will be made available. In case of invoicing on the basis of subscription/membership, Client is liable to pay the subscription fee/membership fee for the current period, also in case of (in-between) cancellation, and Client shall pay this without delay if no (complete) payment has

yet taken place.
 

12.5. If Client has proceeded to (in-between) cancellation, then Werque.nu has the right to compensation of loss of capacity emerged at its side and to be made plausible, as well as of additional costs that Werque.nu reasonably has had to make or must make as a consequence of the premature termination of the agreement (such as among others costs with regard to possible subcontracting), unless facts and circumstances are at the basis of the cancellation that can be imputed to Werque.nu.
 

12.6. If Werque.nu has proceeded to (in-between) cancellation, then Client has a right to cooperation by Werque.nu to the transfer of the activities to third parties, unless facts and circumstances are the basis of that cancellation that can be imputed to Client.
 

12.7. Insofar the transfer of the activities brings along extra costs for Werque.nu, then these will be brought into account to Client.
 

12.8. Upon termination of the agreement each of the parties must hand over all goods, matters and documents that are property of the other party without delay to that other party.

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Article 13 – Choice of law and court

13.1. Solely the laws of the Netherlands are applicable to all agreements between Client and Werque.nu, as well as to possible agreements and relations between Client and Werque.nu, not recorded in writing.
 

13.2. The version in the language of the Netherlands of these General Terms and Conditions shall prevail each time over a version in a different language thereof.
 

13.3. Unless parties agree explicitly otherwise in writing, all disputes that are connected to agreements between Client and Werque.nu shall be submitted to the competent court in which Werque.nu has its seat of business, it being understood that Werque.nu remains authorized to claim against Client before a court that would be competent without this stipulation.
 

13.4. In deviation of the previous section Client and Werque.nu can choose in mutual consultation for another manner of dispute resolution.



These General Terms and Conditions have been filed at the Chamber of Commerce in 2018.