Article 1: Definitions

In these general terms and conditions, the following terms have the following meanings:

Article 2: Applicability

  1. These terms and conditions apply to all offers, engagements and agreements under which Rogerius provides services, as well as to all legal relationships arising therefrom.
  2. The Client’s general terms and conditions are expressly rejected, unless accepted by Rogerius in writing.
  3. Deviations from these terms and conditions are valid only if agreed in writing.

Article 3: Formation of the engagement

  1. An engagement is formed at the moment Rogerius has accepted the engagement in writing (including by e-mail), or at the moment Rogerius actually commences performance.
  2. All engagements are accepted and performed exclusively by Rogerius. The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.

Article 4: Performance and best-efforts obligation

  1. Rogerius will perform the work to the best of its knowledge and ability, in accordance with the standards of good professional practice.
  2. All obligations of Rogerius are best-efforts obligations. Rogerius does not guarantee the achievement of any intended result.
  3. The Client is obliged to provide, in good time and in full, all data and information that Rogerius requires for the proper performance of the engagement.

Article 5: Fees and costs

  1. The fee is calculated on the basis of the agreed hourly rate, unless otherwise agreed in writing (fixed price or subscription).
  2. In addition to the fee, disbursements and specific costs (such as court fees, bailiff costs and travel expenses) may be charged.
  3. All amounts are exclusive of VAT, unless expressly stated otherwise.
  4. Rogerius is entitled to adjust the hourly rate annually as of 1 January.

Article 6: Invoicing and payment

  1. Invoices are sent monthly in arrears, unless otherwise agreed in writing.
  2. The payment term is 14 days from the invoice date.
  3. If the payment term is exceeded, the Client is in default without further notice of default being required and owes statutory (commercial) interest as well as extrajudicial collection costs in accordance with the Dutch Extrajudicial Collection Costs (Standards) Act.
  4. Rogerius is entitled to require an advance payment at the start of or during the engagement.

Article 7: Liability

  1. Any liability of Rogerius is limited to the amount paid out in the relevant case by the professional or business liability insurer, plus the excess.
  2. If, for whatever reason, no payment is made under the insurance, any liability is limited to the amount of the fees invoiced in the six months preceding the notice of liability, up to a maximum of € 10,000.
  3. Liability for indirect damage, consequential damage, loss of profit or lost savings is excluded.
  4. Any claim lapses if it is not reported to Rogerius in writing within one year of discovery.

Article 8: Engagement of third parties

Rogerius is entitled to engage third parties in the performance of an engagement. Rogerius will exercise due care in selecting these third parties. Rogerius is not liable for shortcomings of these third parties, except in the case of intent or gross negligence on the part of Rogerius.

Article 9: Confidentiality

Rogerius is bound to confidentiality regarding all information that comes to its knowledge in the context of an engagement, except insofar as a legal obligation or an order from a competent authority requires disclosure.

Article 10: Intellectual property

All intellectual property rights in advice, templates, agreements and other documents produced by Rogerius are vested in Rogerius. The Client acquires a right of use exclusively for the purpose for which the document was drawn up.

Article 11: Termination

  1. Either party may terminate the engagement at any time, subject to a reasonable notice period.
  2. Rogerius retains its entitlement to fees for work already performed and costs already incurred.

Article 12: Complaints

Complaints about the performance of the engagement or the amount of an invoice must be submitted to Rogerius in writing and with reasons within 30 days of discovery, and in any event within 60 days of the invoice date. Complaints do not suspend the payment obligation.

Article 13: Applicable law and choice of forum

  1. All legal relationships between Rogerius and the Client are governed exclusively by Dutch law.
  2. Disputes will be submitted exclusively to the competent court of the District Court of Limburg, Maastricht location, the Netherlands, unless mandatory law provides otherwise.
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