GENERAL TERMS AND CONDITIONS SoHo-Automotive

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Version 2.03 19-12-2020

 

 

These General Terms and Conditions of Sale, Delivery and Payment apply to all quotations, offers, orders, web-based orders, email orders, (contractual) relationships, subscriptions, registrations, assignments, advice, correspondence and invoicing and so on between SoHo-Auto and other trade names and formulas on the one hand - hereinafter referred to as Contractor - and the other party, relations, customers, users, participants and so on - hereinafter referred to as Client - on the other hand. All delivery conditions are confidential.

Due to the partly online nature of the services, a signature is not required from the other party for every order. The other party's IP number, for example, is used for this purpose in the case of an online order and payment, telephone order and/or digital signature.

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1 Definitions

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

1.1. Client: the natural person or legal entity that has commissioned the contractor to carry out work.
1.2. Contractor: SoHo-Auto including its employees and employees of affiliated companies.
1.3. Work: all work commissioned or performed by the Contractor on any other account. By this we mean: identifying, analysing and solving policy and organisational issues as well as change management and strategic management, management training, interim management, training and education. The above applies in the broadest sense of the word and in any event includes the activities as stated in the order confirmation.
1.4. Documents: all goods made available to the Supplier by the Client, including documents or data carriers, as well as all goods produced by the Supplier in the context of the execution of the engagement, including documents or data carriers.
1.5. Damages: all claims, damages and costs related to or arising in any way from the agreement.
1.6. Agreement: any agreement between the customer and the contractor for the performance of work by the contractor on behalf of the customer in accordance with the provisions of the order confirmation.

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2 Applicability

2.1. These general terms and conditions shall apply to all written and oral offers, quotations, assignments, legal relationships and agreements, however named, to which the contractor undertakes to carry out work for the customer, as well as to all resulting work.
2.2. Deviations from these general terms and conditions, as well as additions thereto, shall only be valid if expressly agreed in writing in, for example, a written agreement or order confirmation.
2.3. If these general terms and conditions and the order confirmation contain mutually conflicting conditions, the conditions contained in the order confirmation shall apply.
2.4. The applicability of any general terms and conditions of the customer is expressly rejected by the contractor.
2.5. If these general terms and conditions are set aside by the customer by declaring his own general terms and conditions applicable in writing, only those clauses in said own general terms and conditions that do not conflict with these general terms and conditions shall apply. In case of doubt as to whether such conflict is present, these general terms and conditions shall prevail.
2.6. The underlying assignment/agreement, together with these general terms and conditions, accurately and completely reflect the agreements between the customer and the contractor regarding the work for which the agreement was concluded. All previous agreements or proposals made between the parties in this regard shall lapse.
2.7. The engagement of third parties by the contractor shall not affect the applicability of these general terms and conditions.

 

3 Commencement and Term of the Agreement

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3.1. Each agreement shall only come into effect and commence when the order confirmation signed by the customer has been returned and signed by the contractor. The confirmation is based on the information provided by the Client to the Contractor at the time.
3.2. An agreement concluded in accordance with paragraph 1 may not be transferred to a third party without the written consent of the contractor. The Supplier may attach conditions to such consent.
3.3. An assignment and an agreement are preceded by an offer containing the plan of approach, the elaboration or adjustment of the assignment, the planning of the execution, the results to be achieved and the conditions under which this is to take place. Only after the order confirmation has been signed by both parties is there an order. Verbal assignments or verbal additions and amendments to an existing assignment will never be accepted. A signed (additional) assignment will be required for each assignment, change or supplement.
3.4. Each agreement shall be entered into for an indefinite period unless it follows from the nature, content or purport of the granted assignment that it was entered into for a definite period.
3.5. Oral promises by and agreements with subordinates of the contractor shall not be binding on the contractor unless they are confirmed in writing by a non-subordinate.
3.6. The client and the contractor may terminate the agreement at any time with immediate effect by giving notice. If the agreement ends before the assignment is completed, the provisions of Article 9, second paragraph shall apply.
3.7. Notice of termination shall be given to the other party in writing.
3.8. If and insofar as the contractor terminates the agreement by giving notice, he shall be obliged to inform the customer of the reasons for the termination and to do everything that the circumstances demand in the interest of the customer.

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4 Information and Documents of the Client

4.1. The Principal shall be obliged to make all information and documents which the Contractor believes it needs for the proper performance of the Agreement available to the Contractor in good time, in the desired form and in the desired manner. These data and documents will be kept for at least seven years as part of the Contractor's business operations.
4.2. The contractor shall be entitled to suspend performance of the agreement until the client has complied with the obligation referred to in the previous paragraph, without being liable to pay any compensation to the client.
4.3. The customer shall be obliged to inform the contractor without delay of facts and circumstances that may be relevant in connection with the performance of the agreement.
4.4. The Client warrants the accuracy, completeness and reliability of the information and documents made available to the Supplier by or on behalf of the Client, even if such information and documents originate with third parties. The Client warrants to the Supplier that the Client is entitled to dispose of the supplies provided to the Supplier and the Client indemnifies the Supplier against all claims in this respect.
4.5. The additional costs and additional fees resulting from the delay in the performance of the agreement, arising from the failure to provide the requested data, or the failure to do so on time or properly, will be borne by the customer.
4.6. If and insofar as the customer so requests, the physical documents made available will be returned to him, subject to the provisions in 10, second paragraph. Digital documents are excluded from this with a view to cloud and online storage services.

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5 Execution of Agreement

5.1. The Contractor determines the manner in which and by which person(s) the Agreement will be performed. Where possible, the Contractor shall take account of timely and responsible instructions given by the Client regarding the performance of the Agreement.
5.2. The contractor shall perform the work to the best of his ability and as a diligent professional. The contracted party will only assume obligations of means and does not guarantee the achievement of any intended result. Consequently, the contractor does not give any guarantee regarding the results of the assignment.
5.3. The contractor has the right to have certain work performed, without notification to and explicit consent from the customer, by a person or third party to be designated by the contractor, if in the opinion of the contractor this is desirable.
5.4. As the contractor is not affiliated with any other service providers or organisations, we serve purely the interests of the client. The contractor is objective, not bound by professional rules but still has integrity and does not talk down to anyone. After all, the client hires the contractor for issues that require a critical attitude.
5.5. If, during the term of the agreement, work is performed for the client's profession or business which does not fall within the scope of the work to which the agreement relates, this work is performed on the basis of separate agreement and is deemed to have been performed.
5.6. Any deadlines stipulated in the agreement within which the work must be carried out shall be approximate only and shall not be regarded as deadlines. Exceeding such a period therefore does not constitute an attributable breach by the contractor and consequently does not constitute a ground for dissolution of the agreement. If such a term is exceeded, the Principal may set a new, reasonable term within which the Contractor must have executed the Agreement, barring force majeure. Exceeding this new, reasonable deadline does constitute a ground for dissolution of the agreement by the customer. No right to restitution, however.

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6 Cancellation, Suspension and Dissolution

6.1. Full or partial cancellation of the agreement by a customer must take place in writing (by e-mail). Full or partial cancellation is not free of charge. Costs will be charged for this. Cancellation costs are 15% of the total of the original agreement, plus VAT, with a minimum of €250 (excluding VAT) per cancellation.  If the contractor has already carried out preparatory work for the customer, the full contract sum must be paid in full.
6.2. The contractor shall be entitled to dissolve the agreement if the contractor discovers that, under applicable laws and regulations, the performance of the agreement is wholly or partly unlawful or otherwise unlawful or in conflict with the rules of independence or professional rules, without being obliged to pay any compensation to the client.
6.3. If the client fails to fulfil one or more of his/her obligations (including payment obligations) towards the contractor in time or properly, the contractor shall be entitled - without prejudice to all other rights accruing to the contractor under the law, the agreement and these general terms and conditions - to suspend the fulfilment of its obligations towards the client until the client has as yet fully met his/her obligations towards the contractor.
6.4. In addition to all other rights to which the contractor is entitled, the contractor shall be entitled to dissolve the agreement concluded with the customer, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial declaration, without the contractor being obliged to pay any compensation to the customer, if

there is permanent force majeure as referred to in article 10 of these general terms and conditions;

the Client is granted a (provisional) suspension of payments, a petition is filed for the Client's bankruptcy or the Client files for bankruptcy himself, the Client offers his creditors a (private) composition or convenes a meeting of creditors (for this purpose) or if the Dutch Natural Persons Debt Rescheduling Act is applied for or granted with regard to the Client

the Client's business is liquidated and/or the Client's business activities are actually discontinued or transferred to a location outside the Netherlands;

a considerable part of the principal's capital is seized;

customer transfers his company to third parties.

 

7 Secrecy and Exclusivity

7.1. The contractor shall be obliged to maintain confidentiality vis-à-vis third parties not involved in the performance of the agreement. This confidentiality concerns all information of a confidential nature made available by the Client and the results obtained by processing such information. This confidentiality shall not apply insofar as statutory or professional rules impose an obligation on the Contractor to provide information, including but not limited to the obligation to report arising from the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)) and other national or international regulations of comparable purport or which have taken its place. This confidentiality also does not apply insofar as the client has released the contractor from the duty of confidentiality. This provision also does not prevent confidential collegial consultation within the contractor's organisation, insofar as the contractor deems this necessary for the careful performance of the agreement or for the careful compliance with statutory or professional obligations.
7.2. The contractor shall be entitled to use the numerical results obtained after processing, provided that such results cannot be traced back to individual clients, for statistical, comparative and training purposes.
7.3. The Contractor shall not be entitled to use specific information made available to it by the Client for a purpose other than that for which it was obtained, except as provided for in paragraph 2, and in the event that the Contractor acts on its own behalf in disciplinary, civil or criminal proceedings in which these documents may be relevant.
7.4. The Client is aware that anonymised examples may be used in the context of training and coaching. Anonymised practical examples, assignments and advice may therefore be reused for this purpose.
7.5. Subject to the Supplier's explicit prior written consent, the Client may not disclose or otherwise make available to third parties the content of the Supplier's advice, opinions or other statements, whether or not in writing, except insofar as this ensues directly from the Agreement, is made to obtain an expert opinion on the Supplier's work in question, or insofar as the Client has a legal or professional obligation to disclose, or the Client is acting on his own behalf in disciplinary, civil or criminal proceedings.

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8 Intellectual Property Rights

8.1. All intellectual property rights to products used by the contractor within the framework of the performance of the agreement, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, all in the broadest sense of the word, shall be held exclusively by the contractor or its licensors, unless expressly agreed otherwise in writing.
8.2. Except with the express written consent of the contractor, the customer is expressly forbidden to provide, reproduce, publish or exploit the products referred to in paragraph 1 to third parties, with or without the involvement of third parties.
8.3. Subject to the Supplier's express written consent, the Client shall also not be permitted to make available to third parties (resources of) the products referred to in paragraph 1 other than for the purpose of obtaining an expert opinion regarding the Supplier's activities. The Client shall then impose the obligations under this article on the third party in question.
8.4. If the Client infringes the Supplier's intellectual property rights in any way, the Client will forfeit to the Supplier an immediately payable fine of €5,000 (in words: five thousand euros) for each infringement, without any notice of default being required. In addition, the Client will forfeit in favour of the Supplier an immediately payable penalty of €750 (in words: seven hundred and fifty euro) for each day that the infringement of the Supplier's rights continues, without prejudice to the Supplier's other rights, including the right to full damages.
8.5. The Contractor does not agree to any provisions that may be interpreted as prohibiting or restricting its right, at its sole discretion, to provide consultancy or other services to natural or legal persons, develop material for itself or for others that is competitive or similar to the products developed in connection with an assignment, irrespective of the similarity to those products, all this without prejudice to the obligations of confidentiality contained in Article 7 of the General Terms and Conditions.

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9 Force majeure

9.1. If the contractor is unable to fulfil its obligations under the agreement, or is unable to do so on time or properly, as a result of temporary force majeure, the contractor shall be entitled to suspend its obligations under the agreement until such time as the contractor is still able to perform the work in the agreed manner.
9.2. The Client has the right, in the event that the situation referred to in the first paragraph occurs, to dissolve the agreement in full or in part and with immediate effect.
9.3. If the contractor cannot or cannot properly fulfil its obligations under the agreement as a result of permanent force majeure, the contractor and the customer are entitled to dissolve the agreement in full or in part and with immediate effect.
9.4. If, when the force majeure occurs, the contractor has already partially fulfilled its obligations or can only partially fulfil its obligations, the contractor will be entitled to separately invoice the part of the agreement already performed, or the part to be performed, respectively, and the customer will be obliged to pay this invoice as if it were a separate contract.
9.5. In addition to the provisions of the law and case law, the term 'force majeure' referred to in this article shall include all external causes, foreseen or unforeseen, which are beyond the control of the contractor and all other causes not attributable to the contractor, including but not limited to illness of employees, breakdowns of the computer network and other stagnation in the normal course of business within its company.

 

10 Fee

10.1. The Contractor shall be entitled to remuneration as described in the order confirmation. To this end, time sheets will be kept per month, which will serve as a check for calculating the fee for the assignment performed.
10.2. The contractor's fee does not depend on the outcome of the work performed.
10.3. The Contractor's fee may consist of a predetermined amount per Agreement and/or may be calculated on the basis of rates per unit of time worked by the Contractor and shall be payable as and when the Contractor performs Work for the Client.
10.4. If a fixed amount per agreement has been agreed, the contractor shall be entitled to charge in addition a rate per unit of time worked, if and insofar as the work exceeds the work provided for in the agreement, which rate shall also be payable by the customer.
10.5. If wages and/or prices change after the agreement has been concluded but before the assignment has been executed in full, the contractor will be entitled to adjust the agreed rate accordingly, unless the principal and the contractor have made other agreements in this respect.
10.6. All amounts stated in the order confirmation are exclusive of value added tax (VAT) unless explicitly stated otherwise.
10.7. The Supplier's fee for work performed or to be performed, plus travel, accommodation or other expenses incurred in the context of the engagement, if applicable, as well as out-of-pocket expenses, will be charged to the Client or periodically, including any turnover tax due, after completion of the work.

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11 Payment

11.1. All our services are payable immediately before delivery of the vehicle or services provided. When paying an invoice on account: Payment of the invoice amount by the client must be made within seven (7) days of the invoice date by means of deposits in favour of a bank account to be designated by the contractor and, insofar as the payment relates to work, without any right to discount or set-off.
11.2. Any objections to invoices, specifications, descriptions and prices must be notified to the Contractor in writing within 7 (in words: seven) days of the invoice or dispatch date, failing which the invoices, specifications, descriptions and prices will be deemed to be firmly established between the Contractor and the Principal. Any objections made by the customer to the contractor in good time will not suspend the customer's payment obligation. The client automatically accepts these general terms and conditions when the invoices, in the form of invoices, are paid.
11.3. Prior to commencement of the work and in the interim, the contractor shall be entitled to suspend the fulfilment of its obligations, including the performance of its work and the handing over of documents or other items to the client or third parties, until the client has paid an advance payment for the work to be performed, to be reasonably determined by the contractor, or has provided security for this.
11.4. If the client fails to pay within the period referred to in paragraph 1, or within the further agreed period, he/she shall be in default by operation of law and the contractor shall be entitled, without any further demand or notice of default being required, to charge statutory interest on the outstanding amount, calculated over the period that the client is in default until the date of payment in full, all without prejudice to the contractor's further rights.
11.5. If the customer is in default of fulfilling his/her payment obligations, all costs incurred in collecting the amount(s) owed - both judicial and extrajudicial - will be borne by the customer, without prejudice to the contractor's other rights. The extrajudicial costs are set at 15% of the outstanding amount(s), with a minimum of €250.
11.6. Payments made by the Principal will always serve to settle firstly all interest and costs due and secondly those invoices that have been outstanding the longest, even if the Principal states that the payment relates to a later invoice.
11.7. If, in the opinion of the contractor, the client's financial position or payment record gives cause to do so, the contractor is entitled to require the client to provide (additional) security in a form to be determined by the contractor. If the client fails to provide the requested security, the accountant will be entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that the client owes the accountant on whatever account will be immediately due and payable. In that case, the contractor may act in such a way as to minimise his loss. Movable property may also be taken into custody (right of retention) in order to persuade the customer to pay his debt to the contractor. If the value of the movable property is less than the outstanding debt, the contractor is entitled to sell the movable property. The Principal gives its express consent to this.
11.8. In the event of an order given jointly, the commissioning parties will be jointly and severally liable for payment of the invoice amount insofar as the work was performed for the joint commissioning parties.

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12 Complaints

12.1. Complaints relating to the work carried out by or on behalf of the Contractor in the performance of the Agreement must be made known to the Contractor in writing within 30 (in words: thirty) days of the date of dispatch of the documents or information to which the Client's complaint relates, or within 30 (in words: thirty) days of the discovery of the defect, if the Client is able to demonstrate that he/she could not reasonably have discovered the defect earlier. The Client shall state in the subject matter that it concerns a complaint.
12.2. The Contractor shall register the complaint in a complaints register. The Contractor shall handle the complaint within eight (8) weeks after receipt of the complaint. The Contractor has the right to postpone the handling of the complaint by four (4) weeks, provided that the Contractor has notified the Client in writing of the postponement within the first mentioned period of eight (8) weeks.
12.3. A complaint will be treated confidentially in all cases.
12.4. Complaints as referred to in the first paragraph will not suspend the Client's payment obligation, except insofar as the Supplier has indicated that it considers the complaint to be justified.
12.5. If the complaint is not lodged in time, all the Client's rights in connection with the complaint shall lapse.
12.6. A complaint shall not be settled until the customer and the contractor have both stated so in writing, or if the customer does not object within 30 (in words: thirty) days after receipt of the settlement proposed by the contractor.
12.7. All judicial and extrajudicial costs reasonably incurred as a result of the agreement shall be borne by the customer.

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13 Liability and Indemnification

13.1. The contractor shall perform his activities to the best of his ability, exercising due care as may be expected of a consultant. The Contractor shall not be liable for damage resulting from mistakes made by the Contractor on the basis of incorrect or incomplete information, either consciously or unconsciously provided by the Client. Damage due to negligence, violation of privacy, infringement of rights, libel and slander are therefore excluded. The contractor only accepts obligations to pay damages insofar as this is apparent from the present article.
13.2. The Contractor shall be liable to the Client only for damage which is the direct result of a (related series of) attributable shortcoming(s) caused by non-, untimely or improper performance of the Agreement. The contractor shall only be liable up to a maximum of the amount of the fee received by the contractor in the context of the relevant (partial) assignment. In the event of an order with a lead time exceeding three months, the aforementioned liability will be limited to a maximum of the fee received by the contracted party in the context of the relevant consultancy assignment over the last three months. In no event shall the total compensation for damages under this article exceed the amount insured by the contractor under a liability insurance policy per event, whereby a series of related events shall be deemed to be a single event.
13.3. The contractor shall not be liable for:

a. damage incurred by the Client or third parties that is the result of the Client knowingly or unknowingly providing incorrect or incomplete data or information to the Contractor, or is otherwise the result of an act or omission by the Client;
b. damage incurred by the client or third parties as a result of an act or omission by auxiliary persons (not including employees of the contractor) engaged by the contractor, even if such persons are employed by an organisation affiliated with the contractor
c. operational, indirect or consequential damage incurred by the Client or third parties, including but not limited to stagnation in the regular course of business in the Client's company.
d. Damage, consequential damage or any indirect damage resulting from shortcomings in the Internet service, including the failure of the Internet service to function properly or at all.

13.4. The Contractor shall at all times be entitled, if and to the extent possible, to undo or limit the Client's damage by repairing or improving the defective product and/or service.
13.5. The Contractor shall not be liable for damage to or destruction of records during transport or during shipment by post, courier, digital or otherwise, regardless of whether the transport or shipment is made by or on behalf of the Client, the Contractor or third parties.
13.6. A claim for compensation for damage must be submitted to the contractor no later than four weeks after the customer discovers or could reasonably have discovered the damage, failing which the right to compensation for damage lapses.
13.7. The Contractor's liability on account of an attributable breach in the performance of an Agreement will arise only if the Client gives the Contractor immediate and proper notice of default in writing, specifying a reasonable period within which to remedy the breach, and the Contractor remains in attributable breach of its obligations even after that period. The notice of default must contain as detailed a description as possible of the breach so that the contractor is able to respond adequately.
13.8. The Client indemnifies the Supplier against all claims by third parties, including shareholders, directors, supervisory directors and employees of the Client, as well as affiliated legal entities and companies and others involved in the Client's organisation, which are directly or indirectly related to the performance of the Agreement. In particular, the Client shall indemnify the Supplier against third-party claims for damage caused by the fact that the Client provided the Supplier with incorrect or incomplete information, unless the Client is able to demonstrate that the damage is not related to culpable acts or omissions on his part, or was caused by intent or gross negligence on the part of the Supplier.
13.9. The Client shall indemnify the Contractor against all possible third-party claims in the event that the Contractor is compelled by law and/or its professional rules to hand back the assignment and/or is compelled to cooperate with government agencies, which are entitled to receive requested or unrequested information which the Contractor has received from the Client or third parties for the performance of the Agreement.
13.10. The Principal shall be obliged to have taken out professional liability insurance that at least complies with what is customary in the branch concerned.
13.11. If and insofar as the agreement entails the Contractor's person performing a management position (under the articles of association) during the assignment, the Principal shall be obliged to have taken out directors' and officers' liability insurance complying at least with what is customary in the relevant industry.

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14 Privacy and security

14.1. The personal data to be processed by the Contractor in the performance of the Service shall be governed by the Personal Data Protection Act ("Wbp"), whereby, according to the terminology of that Act, the Client shall be deemed to be the "responsible party" and the Contractor the "processor".
14.2 Contractor shall ensure an appropriate level of security in view of the risks involved in the processing and the nature of personal data to be protected. This, however, only if and insofar as they are located in the systems or infrastructure of the Contractor.
14.3 The Contractor warrants that anyone acting under the authority/assignment of the Contractor, insofar as they have access to personal data for which the Principal is the responsible party, will only process such data on the Principal's prior written instructions, barring any deviating legal obligations. The Contractor guarantees that it will only process personal data in an entirely lawful manner.
14.4 If, in the context of a legal obligation, for instance under the Personal Data Protection Act, the Client needs to change, remove or hand over data stored in the Contractor's systems, the Contractor shall assist in this as much as possible. The costs of the additional work for that purpose may be invoiced separately.
14.5 As the responsible party within the meaning of the Personal Data Protection Act, the Client is at all times responsible for reporting a security breach and/or data leak (which is understood to mean: a breach of the security of personal data that results in a chance of adverse consequences, or has adverse consequences, for the protection of personal data) to the supervisory authority and/or parties concerned. To enable the Client to comply with this statutory duty, the Contractor shall notify the Client within a reasonable period of time of a security breach and/or data leak involving personal data of the Controller.
14.6 The duty to report shall in any case include reporting the fact that a leak has occurred. In addition, the duty to report includes:
- What the (alleged) cause of the leak is;
- What the (currently known and/or expected) consequence is; and
- What the (proposed) solution is.
14.7 The Client is aware of the fact that the Contractor works and executes internationally. Regulations per country may differ. It is also aware that the Contractor uses online tools and systems. Examples include cloud accounting, online payments and cloud marketing. Any liability in respect of data management by third parties is therefore excluded.
14.8 Contractor processes, in or in connection with the performance of its Services, personal data within the meaning of the General Data Protection Regulation ("AVG"). The Client shall be deemed to be the controller of the processing of Personal Data and the Contractor shall be deemed to be the processor.
14.9 Contractor processes Personal Data of its customers, prospects and other business contacts. Contractor is a data controller with respect to the processing of this Personal Data.
14.10 A processor agreement exists between Provider and various cloud services. Contractor is not responsible for the manner in which the managing entities process personal data. For this, Client should consult the privacy statement of the relevant managing entity.

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15 Exclusions

15.1. Contractor performs work related to determining, analysing and solving policy and organisational issues as well as change management and strategic management, management training, interim management, training and education.
15.2. Expressly excluded are:

activities outside the European Economic Area

advice on and/or registration of patents/patents

project management for projects with a contract/project value exceeding € 1,000,000

project management for property development and management

legal and/or tax due diligence

tax advice and/or filing of tax returns

soil remediation/contamination/waste processing advice

performing environmental technical investigations

activities that fall under the exclusive competence of e.g. lawyers, accountants, architects, insurance brokers, asset managers, estate agents, doctors or other regulated professions.

15.3 Any presence at (management) meetings or (work) consultations, in the broadest sense of the word, at which the points of exclusion referred to in paragraph 14.2 are discussed, whether or not indirectly, must, in the light of these exclusions, be regarded as the Contractor's presence in the capacity of spectator. Never as an actively involved advisor, consultant or any other capacity. Any participation by the contractor in any conversation or communication will always be to refer, to the extent possible, client to specific competence holders in these aforementioned excluded fields.

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16 Final provision

16.1. If any stipulation, forming part of these general terms and conditions or of the agreement, should be null and void or annulled, the agreement and/or these general terms and conditions shall otherwise remain in force and the stipulation in question shall be replaced without delay, in consultation between the parties, by a stipulation that approximates the purport of the original stipulation as much as possible.
16.2. The Contractor and the Client agree that they will not use each other's name and logos without prior written agreement, on the understanding that the Contractor is permitted to use the Client's name as well as the nature of the assignment to indicate, that the Contractor has experience with the type of assignment or within the industry.
16.3. Unless otherwise agreed in writing, the parties may assume that correctly addressed faxes, e-mails (including e-mails sent via the Internet) and voicemail messages, regardless of whether they contain confidential information or documents relating to the order, will be mutually accepted. The same applies to other means of communication used or accepted by the other party.
16.4. The parties are aware that the Internet is inherently unsafe and that data can be corrupted, that messages are not always delivered immediately or at all, and that in appropriate cases it may be better to use other means of communication. With electronic communications, there is also the risk of virus contamination. The parties must each protect their own systems and interests and, to the extent permitted by law, accept no responsibility whatsoever towards the other for loss, damage or omissions arising in any way from the use of the Internet or from the contractor's use of networks, applications, electronic data or other systems of the client.

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17 Applicable law and choice of forum

17.1. All agreements and between the Client and the Contractor to which these general terms and conditions apply shall be governed by Belgian law.
17.2. All disputes relating to agreements between the Client and the Contractor to which these General Terms and Conditions apply and which do not fall within the jurisdiction of the Cantonal Sector of the District Court, shall be settled by the competent court in the district where the Contractor has its registered office.
17.3. Notwithstanding the provisions of paragraph 2, the customer and the contractor may opt for another method of dispute resolution.
17.4 The client is not permitted to initiate or cause to be initiated disproportionate (written) communication or to initiate (legal) proceedings against SoHo-Auto concerning general advice, webinars and white papers and so on in the broadest sense of the word. The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.
17.5. A contract, whether entered into in writing or digitally, governs the entire agreement between the contractor and the customer and reflects all agreements made by both parties in writing and orally. If one or more parts of this agreement are declared invalid by any judicial authority, the remaining parts will remain fully valid.

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18 Amendments and supplements

18.1. The Contractor is entitled to amend or supplement these general terms and conditions. The Contractor shall inform the Client in writing.
18.2. The Dutch text of the general terms and conditions shall always be decisive for their interpretation.
 

 

SoHo-Auto 2021-03-31