General Terms and Conditions of AtlasCorp
Contract for Professional Services
The term ‘Assignment’ herein refers to the definition outlined in Article 7:400 paragraph 1 of
the Dutch Civil Code.
A contractual agreement is established between AtlasCorp (hereinafter referred to as the
“Contractor”) and the client (hereinafter referred to as the “Client” and/or “Clients”), including
the (indirect) shareholder(s) of the Client. This applies even if it is the Client’s explicit or
implied intention for the Assignment to be carried out by a specific person. Articles 7:404 and
7:407 paragraph 2 of the Dutch Civil Code will not apply. AtlasCorp and the Client will
hereinafter also be referred to as the “Parties.”
Applicability
These general terms and conditions form part of all proposals, agreements, or Assignments
involving the provision of services by AtlasCorp, and all ensuing and/or related proposals,
agreements, or Assignments between the Client and AtlasCorp or their legal successors.
They also apply to all offers and/or quotations made or given by AtlasCorp.
Any stipulations deviating from these general terms and conditions shall only have effect if
and insofar as AtlasCorp explicitly confirms these in writing to the Client.
Should any stipulation in these general terms and conditions or the agreement between
Parties be or become void, the agreement will otherwise remain in full force, and the Parties
will cooperate to replace the said stipulation with one that closely reflects the original intent.
The Client's general terms and conditions (if any) are explicitly declared inapplicable.
In case the Client changes its name, merges with another (legal) entity, sells or transfers its
business, or otherwise creates a legal successor, AtlasCorp and this legal successor may
appeal to all rights and liabilities under the Assignment against that successor. The
existence of a legal successor will not affect AtlasCorp's rights against the original Client.
Liability
AtlasCorp will be liable to the Client for failure to execute the Assignment only to the extent
such failure arises from not exercising the expected care and expertise, subject to clause 9.
AtlasCorp will not be liable for losses suffered by the Client or third parties resulting from
incorrect or incomplete data provided by the Client, or from acts or omissions by the Client or
third parties. AtlasCorp will also not be liable for losses caused by auxiliary staff engaged by
AtlasCorp (excluding employees of AtlasCorp), or for trading losses, indirect, or
consequential damages.
AtlasCorp’s exclusions from liability in Clause 9 do not apply where losses result from willful
misconduct or gross negligence.
Any liability is limited to the amount paid under AtlasCorp's professional liability insurance.
Claims for damages must be submitted within twelve months of the Client discovering the
damage, failing which rights to compensation will lapse.
The Client is obliged to indemnify AtlasCorp against claims by third parties (including
shareholders, directors, and employees) related to AtlasCorp's services, except where these
claims result from willful misconduct or gross negligence by AtlasCorp.
The Assignment is executed exclusively for the Client. Third parties cannot derive any rights
from the activities performed by AtlasCorp under the agreement.
Obligations of the Client
To ensure the proper execution of the Assignment, the Client must provide AtlasCorp with all
required data in the form and manner specified. Failure to do so may result in suspension of
the Assignment. Any additional costs resulting from the Client’s failure to provide timely,
accurate information will be borne by the Client.
The Client must immediately inform AtlasCorp of any facts relevant to the Assignment's
performance.
The Client guarantees the accuracy, completeness, and integrity of all data provided.
The Client must also provide information required under the Act on the Prevention of Money
Laundering and Financing of Terrorism ("WWFT"), including Client identity details, and
update this information when necessary.
If the Client discloses the contents of AtlasCorp's work to third parties, the Client must advise
them of these general terms and conditions and ensure acceptance by the third party.
The Client will indemnify AtlasCorp against any third-party claims arising from AtlasCorp's
work for the Client.
Invoices and Payment
Invoices must be paid within 14 days of the invoice date, without deduction, suspension, or set-off, to the account specified in the invoice. Late payment will result in default, allowing AtlasCorp to dissolve or terminate the agreement. Judicial or extra-judicial costs for collection, with a minimum of €40 and a maximum of €10,000, will be borne by the Client. Overdue amounts will accrue legal interest, and additional fees will be reimbursed.
AtlasCorp may require advance or security payments during the Assignment. Non-compliance may result in suspension of services.
For joint Assignments, all Clients are jointly and severally liable for payments and related costs.
Termination
Either Party may terminate the agreement with written notice, observing a reasonable notice period. If the Client terminates prematurely, AtlasCorp is entitled to compensation for losses resulting from the early termination.
Performance of the Assignment
AtlasCorp determines how and by whom the Assignment is performed, considering the Client’s preferences when possible. Deadlines are only binding if agreed in writing. Exceeding deadlines does not justify termination unless AtlasCorp fails to perform the Assignment within a reasonable time.
Engagement of Third Parties
AtlasCorp may engage third parties in consultation with the Client. AtlasCorp is not liable for failures of third parties unless due to willful misconduct or gross negligence.
Intellectual Property Rights
All intellectual property developed or used by AtlasCorp during the Assignment, including advice, models, and systems, will accrue to AtlasCorp. The Client may not use or reproduce these without AtlasCorp's written consent.
Confidentiality
AtlasCorp will maintain confidentiality regarding Client data unless disclosure is legally required or the Client waives confidentiality.
Rates
Fees are calculated based on AtlasCorp’s customary rates. AtlasCorp may unilaterally change its rates if reasonable.
General Provisions
The Client's rights against AtlasCorp expire one year after becoming aware of the rights. Dutch law applies, and disputes will be heard in Amsterdam, unless both Parties agree to a different forum.
Data Protection
AtlasCorp and the Client will comply with data protection laws, including GDPR. AtlasCorp will process personal data only for the Assignment’s purposes. The Client warrants that personal data provided to AtlasCorp has been lawfully obtained. The Client indemnifies AtlasCorp against claims arising from GDPR non-compliance.