Terms and Conditions

GENERAL TERMS and CONDITIONS OF SIE-trading* 1 June 2019

1 APPLICABILITY

1.1 These General Terms and Conditions are applicable to all Agreements and agreements made with clients or partners.

2 INCEPTIONS OF THE AGREEMENT

2.1 The Agreement shall take effect as soon as we have received the written agreement regarding the Agreement duly signed by you and us, except if article 2.3 below applies.

2.2 At our first request you shall provide all information and documentation that we need in order to comply with our obligations.

2.3 If we have not yet received the signed Agreement, the Agreement shall be deemed to have been established under these General Terms and Conditions as soon as we have started performing our obligations at your request.

3 YOUR OBLIGATIONS

3.1 You shall provide us with all information and documents that we require for proper and timely execution of the Agreement and you shall do so on time and in the form and manner that we require.

3.2 We shall perform the Agreement on the basis of the information provided to us in respect of the Agreement, including any meetings that we hold with you or, at your request, with third parties. You undertake to ensure that the information you provide is correct and complete. You hereby agree that if we receive information from third parties in respect of the Agreement, we can assume, without any need for further verification, that this information is correct and complete.

3.3 Any additional costs and damage or loss caused by a delay in the execution of the Agreement resulting from failure to make the requested information, facilities and/or staff available, or failure to do so on time or in the proper form, shall be for your account and risk.

3.4 In the case of executing our services at your premises, you shall ensure the provision of such office space and means of electronic communications that we consider necessary or useful for performing the Agreement and that comply with all statutory and other requirements.

4 EXECUTION OF THE AGREEMENT

4.1 We shall provide all services to the best of our knowledge and ability, and in accordance with professional standards. We shall be bound by a best-efforts obligation in relation to the (intended) services.

4.2 We shall determine the manner in which the Agreement will be executed and by whom. In situations in which the Agreement is explicitly intended to be performed by a specific natural person.

4.3 We may provide, and charge you for, any additional services if the need for such services arises and is requested by you by written request.

4.4 SIE-trading is allowed to request third parties to conduct services. When, a mistake or failures or damages arises from the services conducted by third parties arises, SIE-trading will not be hold responsible.

4.5 Information provided to us by you shall be returned to you, at your request, after completion of the Agreement. We shall keep our own (electronic) working files on the Agreement, containing copies of in our opinion relevant documents, which shall remain our property.

4.6 Our administration (including e-mails and digital scans of Agreement letters for example) serves as full evidence for you, except where you provide evidence to the contrary.

4.7 The package of Basic, Advance and Pro will not require any hourly registration statement. These are fixed fees that has been agreed for the period of time to provide our services to the client. Our administration (including e-mails, digital scans for example) serves as full evidence for you except where you provide evidence to the contrary.

5 CONFIDENTIALITY AND DATA PROTECTION

5.1 Unless (i) we are required under any provision in the applicable national or international legislation and regulations, including professional rules and regulations, to disclose information, or (ii) we or persons affiliated with or working for us act in any disciplinary, civil, administrative or criminal proceedings in which this information may be of importance, we and the person(s) assigned by us shall neither disclose confidential information and personal data nor provide such information to third parties, other than those referred to in this article 5. When undertaking our work, we act in accordance with the General Data Protection Regulation (GDPR).

5.2 You agree, within the scope of (i) an Agreement commissioned by you to us, (ii) compliance with statutory obligations to which we are subject, (iii) risk management and quality review requirements, and (iv) internal business purposes, that we shall process confidential information and personal data concerning you and/or persons (formerly) working for, or affiliated with, you, your clients or third parties, including sharing this information with:

(a) SIE-trading teams other than those involved in the performance of the Agreement; and
(b) other SIE-trading partner firms; and
(c) if required, parties involved in the execution of the Agreement; and (d) subcontractors and IT service providers; and
(e) third parties for scientific research to be undertaken by them to guarantee the quality of our services; and
(f) our insurers, or legal or financial advisers.

5.3 You agree that we may use (confidential) information and personal data provided by or on behalf of you – provided it is anonymous and that identity cannot be derived from it – within the framework of, amongst other things, compiling and maintaining best practices, statistics, research purposes and/or benchmarking.

5.4 To support our business operation we have the right to use Cloud services.

5.5 For the purposes described in this article 5, we may transmit personal data to countries outside of the European Economic Area (EEA) if the recipient is deemed to offer a sufficient level of protection on the basis of the GDPR.

5.6 We shall take appropriate measures in order to protect the confidential information and personal data, and shall inform any third parties and employees that we engage of the confidential nature of the information.

5.7 We shall process personal data in accordance with the applicable national or international legislation and regulations, including professional rules and regulations, in the field of protection of personal data.

5.8 Except where any national or international legislation or regulations, including professional rules and regulations, require you to disclose information, or except where we have given our prior written consent, you shall not disclose, or provide to third parties, any information concerning the Agreement, the content of reports, opinions or any other written or oral statements issued by us.

5.9 The parties shall impose their obligations under this article on any third parties that they engage.

5.10 We shall have the right to mention your name and sketch a broad outline of the services provided to potential and existing clients as an illustration of our experience.

6 FEE/PAYMENT

6.1 Our fee shall be exclusive of our out-of-pocket expenses, exclusive of any fees charged by third parties engaged by us and exclusive of any turnover tax and other levies that are or may be imposed by government authorities. We shall recharge the costs of any such out-of-pocket expenses, third-party fees, taxes and levies to you.

6.2 If any pricing factors are subject to change between the inception date and completion date of the Agreement, we shall have the right to adjust the previously agreed fee accordingly.

6.3 Payment of our fee is due, without any deduction, discount or debt settlement, within 14 days of the invoice date. Payments, denominated in the currency indicated in the invoice, shall be remitted to a bank account designated by us.

6.4 Complaints about or objections to any amounts charged shall not suspend your obligation to pay.

6.5. Any delay in payment after 14 days payment term, will result in a late payment fee of 2 %. SIE-trading will send out two reminders, first reminder will be after on the 15thday (without interest added) and the second reminder will be on the 20th day (with interest). The late payment fee will be added to the invoice of the reminders. Any delay in payment or refusal of payment after 28 days after the invoiced date, will result in handing over the debtor ledger towards a Dutch debt Collecting agency or a lawyer. All judicial and extrajudicial (collection) costs that we incur in connection with your failure to comply with your (payment) obligations shall be for your account.

6.6 All judicial and extrajudicial (collection) costs that we incur in connection with your failure to comply with your (payment) obligations shall be for your account. The parties hereby declare that the provisions of the Dutch Extrajudicial Collection Costs Regulation Decree, containing additional rules on the reimbursement of extrajudicial costs, shall not apply. We reserve the right to demand reimbursement of the costs actually incurred.

6.7 If we believe that your financial position and/or payment performance justifies such action, we have the right to demand that you immediately furnish security or additional security in a form to be determined by us and/or make an advance payment. If you fail to furnish the desired security or make the desired advance payment, we have the right, without prejudice to our other rights, to immediately suspend any further execution of the Agreement, and all amounts you owe us, for whatever reason, shall become immediately due and payable.

6.8 In the event of a jointly commissioned Agreement, all clients are jointly and severally liable for payment of the full fee charged insofar as the services were provided for the clients jointly.

7 COMPLAINTS

7.1 We must be notified in writing and within 60 days of the date of dispatch of documents or information in respect of which you are filing a complaint, subject to the risk of forfeiture, of any complaints relating to the services provided and/or the invoice amount or, if you prove that you could not have reasonably discovered that defect, error or shortcoming earlier, within 60 days of the discovery of the defect, error or shortcoming.

7.2 Complaints as referred to in the first paragraph shall not suspend your obligation to pay. Under no circumstance shall you be entitled, by virtue of a complaint in respect of a certain service, to defer or refuse payment for other services provided by us to which the complaint does not relate.

7.3 If you filed a legitimate and timely complaint, you shall have the choice between having the rejected service rectified or redone free of charge.

8 DELIVERY PERIOD

8.1 If you are required to make an advance payment or to make information and/or materials available that is/are required for execution of the Agreement, the term for completing the services will not start until we have received the payment in full or until all information and/or materials have been made available to us respectively.

8.2 The Agreement has no deadlines as these Agreements are agreements of client hiring the consultant. However, the deadlines set for the projects and services are strictly taken. A consultant will inform when the delivery period will be to the client of each project or service. When the deadline will not be reached, the consultant will inform the client within 24 hours in written e-mail or letter or text-message.

8.3 Unless execution of the Agreement proves to be permanently impossible, you shall not terminate the Agreement on account of us failing to meet a deadline, unless we do not perform the Agreement, either partially or in full, within a reasonable period of which we have been notified in writing after expiry of the agreed delivery period.

9 EARLY TERMINATION OF THE AGREEMENT

9.1 Either party has the right to terminate the Agreement in writing, with due observance of a reasonable notice period mentioned in each Agreement and if not mentioned then a standard of three months upfront notice period will be the standard.

9.2 Either party is entitled to terminate the Agreement, either partially or in full, in writing, without notice of default or judicial intervention being required, if the other party has been granted a provisional or final suspension of payment, or has been declared insolvent or bankrupt, or if its business is or shall be wound up or discontinued.

9.3 If you decide to terminate the Agreement early, we shall be entitled to compensation for the services and hours already provided and for any costs that we reasonably have to incur as a result of the early termination of the Agreement (including costs relating to subcontracting), unless the termination was motivated by facts and circumstances that can be attributed to us. If we terminate the Agreement early, you are entitled to our assistance in transferring work to third parties, unless the termination was motivated by facts and circumstances that can be attributed to you.

10 LIABILITY

10.1 We shall provide our services to the best of our ability and exercise the due care that may be expected of us. If errors are made as a result of the provision to us of incorrect or incomplete information by you or a third party, we shall not be liable for any resulting damage.

10.2 You shall indemnify us and hold us harmless against any claims by third parties that may arise as a result of any failure on your part to comply or to comply properly with any obligation arising from the Agreement and/or these General Terms and Conditions, unless you demonstrate that the losses do not relate to imputable acts or omissions on your part, or were caused by an intentional act or willful recklessness on our part. This indemnification shall apply also in respect of any shareholders, directors of shareholders, managing directors or employees of us or third parties, including other SIE-trading partner firms, whom we engage for the performance of the Agreement, who shall accordingly be able to invoke this indemnification directly. In addition, the indemnification shall not apply if and insofar any mandatory national or international legislation or regulation, including professional rules and regulations, dictate otherwise.

10.3 We shall not be held liable for any consequential, indirect or punitive damage and/or loss of profit.

10.4 We reserve the right to engage (some of) the services of another SIE-trading firm when performing the Agreement. The Agreement shall be executed under our exclusive responsibility and you and/or your group companies shall not bring any claim (whether in contract, tort or otherwise) against any other SIE-trading partner firm, partner or employee of another SIE-trading partner firm in connection with the performance of the Agreement. The other SIE-trading partner firms, their partners and employees shall have the right to rely on the foregoing as if they were parties to the Agreement. We are entitled to compensation of damage, loss and costs resulting from any violation of this provision.

10.5 Your rights of action and other powers of whatever nature with respect to us arising from the Agreement in any way, shall lapse after one year from the date on which the damage or loss for which we are held liable first manifested itself and in any event after five years from the date on which the event causing the damage or loss occurred.

11 CONTRACT TAKEOVER

11.1 Unless we give our express written consent, you shall not be permitted to assign the Agreement, or any obligation laid down in it to third parties. We shall be entitled to attach conditions to our consent, which shall not be withheld on unreasonable grounds. You undertake in any case to impose on the third party all relevant payment and other obligations laid down in the Agreement and these General Terms and Conditions. In addition to the third party, you shall continue to be jointly and severally liable for the obligations laid down in the Agreement and these General Terms and Conditions.

12 USE OF THE INTERNET

The parties may communicate with each other via electronic means of communication. The parties recognize the risks associated with the use of electronic communications, including but not limited to distortion, delays, interception, manipulation and viruses. The parties hereby declare that they shall not hold each other liable for any damage or loss incurred by either of them as a result of the use of electronic communications. This also applies to the use of electronic communications – irrespective of the form – between us and third parties, including but not limited to Dutch or other tax authorities. The parties shall do or omit all that can reasonably be expected of them to avoid such risks.

13 WAIVER OF RIGHTS

Our rights and powers under the Agreement shall not be affected or limited by our failure to directly enforce any rights or powers. Notice to waive any right or power laid down in or ensuing from any provision or condition of the Agreement must be given in writing.

14 CONVERSION

If and to the extent that any provision of the Agreement cannot be invoked in all reasonableness and fairness, or by virtue of its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as closely as possible to its original purport and tenor so that this provision can nevertheless be invoked.

15 CONTINUED EFFECT

The provisions of the Agreement, which are intended, either expressly or tacitly, to remain in effect even after termination of the Agreement, shall have continued effect after the Agreement has been terminated and shall continue to bind the parties.

16 CONTRADICTORY CLAUSES/PRECEDENCE

If these General Terms and Conditions and the written Agreement contain conflicting conditions, the conditions of the written Agreement shall prevail. Deviation from these General Terms and Conditions can be agreed only in the written agreement in which we undertake to provide services to you.

17 APPLICABLE LAW AND JURISDICTION

17.1 All Agreements contracted between the parties and the negotiations of these Agreements shall be governed by the laws of the Netherlands.

17.2 Any disputes between the parties relating to Agreements contracted between them shall in the first instance be referred to the competent Court in Limburg Maastricht, the Netherlands.

18 DEFINITIONS

The following definitions shall apply to these General Terms and Conditions:

18.1 Cloud services: services via the internet whereby SIE-trading uses the software, hardware and storage space of third parties and/or makes personal data available to suppliers of this software, hardware and storage space.

18.2 You, you or the client: the party for whom the Agreement is performed.

18.3 We or us: one or more of the following legal entities to whom the Agreement is issued: SIE-trading.

18.4 Agreement: the oral or written agreement in which we undertake to provide services to you.

18.5 Other Agreement: all Agreements not being stated in this agreement.

More detailed information on SIE-trading, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Eindhoven Chamber of Commerce, is available on www.sietrading.com.

This document is a translation. In the event of any dispute as to the interpretation of any of these conditions.