Terms and Conditions

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Version: January 1, 2025

Article 1 – Definitions

1.1. In these general terms and conditions, the following definitions shall apply:

– Contractor: The Pink Walnut BV, located at Handelslaan 7 in Lochem, registered with the Chamber of Commerce under number 95478426.

– Client: The natural or legal person who enters into an agreement with Provider.

– Agreement: Any agreement between Client and Provider regarding services to be provided by Provider.

– Services: Consultancy and advisory services as described in the Agreement.

Article 2 – Applicability

2.1. These general terms and conditions apply to all offers, quotations, agreements and services of Provider, unless otherwise agreed in writing.

2.2. Deviations from these general terms and conditions are only valid if confirmed in writing by both parties.

2.3. Any purchase or other conditions of Principal are expressly rejected.

Article 3 – Offers and Agreements

3.1. All Contractor’s quotations are without obligation, unless explicitly stated otherwise.

3.2. An agreement comes into effect after written confirmation by Contractor or as soon as Contractor has started executing the assignment.

3.3. The offer contains a specification of the services, the rates and the estimated duration of the assignment.

Article 4 – Performance of the Services

4.1. The Contractor will perform the Services to the best of its ability, in compliance with applicable laws and regulations.

4.2. Client shall provide all necessary information to Contractor in a timely and complete manner to enable proper performance of the Services.

4.3. Deadlines within which the services must be completed are indicative and do not bind the Contractor, unless expressly agreed otherwise in writing.

Article 5 – Rates and Payment

5.1. The rates for the services shall be agreed in advance and are exclusive of VAT and other government-imposed levies.

5.2. Payment shall be made within 14 days of the invoice date, unless otherwise agreed in writing.

5.3. In the event of late payment, Client shall be in default by operation of law and Contractor shall be entitled to charge statutory interest and collection costs.

Article 6 – Liability

6.1. Contractor shall only be liable for direct damage resulting from intent or gross negligence.

6.2. The Contractor’s liability is limited to the amount paid out under the professional liability insurance, plus the excess.

6.3. The Contractor is not liable for indirect damages, such as consequential damages, lost profits or missed savings.

Article 7 – Property rights

7.1. All materials provided by Contractor, such as reports, advice, designs, methodologies, presentations and other documentation, shall remain the full property of Contractor, unless otherwise agreed in writing.

7.2. Client is not permitted to duplicate, disclose, or make these materials available to third parties in any form whatsoever without the prior written permission of Contractor.

7.3. The intellectual property of methods, tools or other work products developed by Contractor shall at all times remain vested in Contractor, even if developed specifically for Client.

7.4. Client only acquires a right to use the materials, limited to the purpose for which they were provided and within the scope of the agreement.

Article 8 – Confidentiality

8.1. Both parties are obliged to keep confidential all confidential information that they have obtained from each other or from other sources in the context of the agreement.

8.2. This obligation shall remain in force even after termination of the agreement.

Article 9 – Termination and Suspension

9.1. Both parties may terminate the agreement in writing with a notice period of one month, unless otherwise agreed.

9.2. Contractor has the right to suspend the performance of the services or dissolve the agreement if Client fails to fulfill its obligations.

Article 10 – Applicable Law and Disputes

10.1. All legal relationships between Contractor and Client shall be governed exclusively by Dutch law.

10.2. Disputes shall be submitted exclusively to the competent court in the district where Contractor is based.

Article 11 – Amendments and supplements

11.1. Contractor reserves the right to unilaterally amend these general terms and conditions.

11.2. Amendments will take effect on the announced date and will be communicated to Client in a timely manner.

The Pink Walnut BV

Handelslaan 7241 ZZ Lochem

0644355027

info@thepinkwalnut.com

Chamber of Commerce 95478426