General Terms and Conditions of AtlasCorp
Contract for Professional Services
The term “Assignment” refers to Article 7:400 paragraph 1 of the Dutch Civil Code.
A contractual agreement is established between AtlasCorp (the “Contractor”) and the Client, including its (in)direct shareholders.
Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are explicitly excluded.
The Assignment is performed exclusively for the Client. No third party may derive any rights from it without prior written consent.
Applicability
These terms apply to all Assignments, proposals, and agreements.
Deviations are only valid if confirmed in writing.
The Client’s general terms are excluded.
If any provision is invalid, the remaining provisions remain in force.
In case of legal succession, all rights and obligations transfer accordingly.
Nature of Business
AtlasCorp provides services strictly in a consultancy and support capacity.
All services are performed on a best-efforts basis (inspanningsverplichting) and do not guarantee specific results.
Regulatory Status
AtlasCorp provides services in a consultancy and support capacity.
Such services do not constitute regulated legal, tax, or financial advisory services or any activities that require regulatory authorisation under Dutch financial supervision laws.
Performance of the Assignment
AtlasCorp determines how and by whom the Assignment is performed.
Deadlines are indicative unless agreed otherwise in writing.
Obligations of the Client
The Client shall:
a. Provide accurate, complete, and timely information
b. Inform AtlasCorp of relevant developments
c. Comply with applicable laws
Failure may result in suspension of services.
The Client shall provide all information required under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (WWFT), including identification and verification data, and shall promptly update such information where necessary.
If the Client fails to provide accurate, complete, or timely information, AtlasCorp shall be entitled to suspend its services and charge any additional costs incurred.
If the Client discloses AtlasCorp’s work or deliverables to third parties, the Client shall ensure that such third parties accept these Terms and Conditions.
Engagement of Third Parties
AtlasCorp may engage third parties.
AtlasCorp is not liable for third parties, even if recommended, except in cases of willful misconduct or gross negligence.
Fees, Rates and Payment
Fees are based on AtlasCorp’s customary rates.
Invoices must be paid within 14 days.
Late payment results in:
1. Statutory interest
2. Collection costs in accordance with Dutch law
AtlasCorp may require advance payments and suspend services.
For joint Assignments, Clients are jointly and severally liable.
Liability
AtlasCorp shall not be liable for any damages, whether direct or indirect, except to the extent such damages result from proven willful misconduct or gross negligence.
In any event, liability shall be limited to the amount paid under AtlasCorp’s professional liability insurance, or, if not covered, the total fees paid under the Assignment.
No third party may rely on AtlasCorp’s services, advice, or deliverables.
Indemnity
The Client indemnifies AtlasCorp against third-party claims, including shareholders, directors, and employees, except in cases of willful misconduct or gross negligence.
Intellectual Property
All intellectual property remains with AtlasCorp.
Use without consent is prohibited.
Confidentiality
AtlasCorp shall maintain confidentiality unless disclosure is required by law, regulation, or professional obligations.
Termination
Either Party may terminate the agreement in accordance with the terms agreed between the Parties, or, in the absence of such agreement, with reasonable notice.
AtlasCorp may suspend or terminate the agreement with immediate effect in case of breach, non-payment, or non-compliance by the Client.
AtlasCorp shall be entitled to compensation for all work performed and costs incurred up to the termination date.
Data Protection
Both Parties comply with GDPR.
AtlasCorp processes personal data in accordance with its Privacy Policy.
The Client guarantees lawful data provision.
General Provisions
Client rights expire after one year.
Dutch law applies.
Disputes are subject to Amsterdam courts.