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General terms and conditions

General terms and conditions Allied Forces Consultancy B.V. Based in Utrecht, filed with the Chamber of Commerce on 4 May 2023 under file number 60328746 and published publicly on the website https://allied-forces.com/

Article 1 DEFINITIONS

  1. General Terms and Conditions: the present provisions.
  2. Allied Forces Consultancy B.V. acting under the name Allied Forces Consultancy B.V., as well as third party(ies) engaged by it for the purposes of the Contract.
  3. Client: the natural or legal person who concludes or wishes to conclude a Contract with Allied Forces Consultancy B.V., as well as its representative(s), authorised representative(s), assignee(s) and heirs.
  4. Parties: Allied Forces Consultancy B.V. and Client jointly.
  5. Contract: every Contract concluded between the Parties and every assignment, by which Allied Forces Consultancy B.V. has undertaken vis-à-vis the Client to provide and give consultations, coaching and training and everything connected therewith, either independently or through partners.
  6. Quotation: any oral or written offer by Allied Forces Consultancy B.V. to enter into a Contract with the Client.
  7. Services: All work commissioned or arising from, or directly related to, the Contract, all in the broadest sense.

Article 2 APPLICABILITY

  1. These General Terms and Conditions are applicable to all Quotations, Contracts and other (legal) acts, which relate to the services provided by Allied Forces Consultancy B.V. to the Client and furthermore to all activities arising therefrom and/or related thereto.
  2. These General Terms and Conditions also apply to Contracts with Client, for the execution of which Allied Forces Consultancy B.V. engages third parties.
  3. The provisions of the previous paragraph also apply to (further or additional) Contracts between Parties, where the applicability of these General Terms and Conditions has not been further (explicitly) invoked.
  4. The applicability of other general terms and conditions and/or stipulations of the Client is excluded, except insofar as such general terms and conditions and/or stipulations have been expressly accepted in writing by Allied Forces Consultancy B.V.
  5. If any ambiguity exists regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation should take place ‘in the spirit’ of these provisions.
  6. If one or more provisions of these General Terms and Conditions are null and void or annulled, the remaining provisions will remain in full force. The void or nullified provision will be replaced by Allied Forces Consultancy B.V., taking into account as much as possible the purpose and meaning of the void or nullified provision.
  7. Deviations from and/or additions to these General Terms and Conditions shall only apply if agreed in writing between the Parties.

Article 3 QUOTATIONS, FORMATION OF THE CONTRACT

  1. All Quotations and offers of Allied Forces Consultancy B.V. are without obligation, unless expressly stated otherwise in writing.
  2. Quotes are valid for 30 days unless otherwise indicated.
  3. A Contract will not be concluded until the Quotation or order confirmation signed for approval by the Client has been received and accepted by Allied Forces Consultancy B.V., or – in the absence of such an order confirmation – at the time Allied Forces Consultancy B.V. has proceeded to execute the Contract.
  4. Quotations are based on the information provided by the Client to Allied Forces Consultancy B.V. up to the quotation date. Client guarantees that all essential information for the execution of the Contract has been provided to Allied Forces Consultancy B.V.. Allied Forces Consultancy B.V. is not responsible or liable for incorrect and incomplete information provided by Client and the use thereof.
  5. Client is obliged to check the order confirmation for accuracy and completeness. If, in the opinion of the Client, what is stated in the order confirmation of Allied Forces Consultancy B.V. differs from what has been agreed, the Client must respond in writing within 5 days after receipt of the order confirmation, failing which the order confirmation will be considered correct and binding.
  6. The Quotation signed by the Parties shall replace and supersede all previous proposals, correspondence, agreements and/or other communications, whether written or oral.
  7. A compound quotation will not oblige Allied Forces Consultancy B.V. to perform part of the Contract at a corresponding part of the quoted price.
  8. Quotes do not automatically apply to future Contracts.
  9. If the acceptance by the Client deviates – on minor points – from the offer included in the Quotation, Allied Forces Consultancy B.V. will not be bound by it. The Contract will then not be concluded in accordance with this deviating acceptance, unless Allied Forces Consultancy B.V. indicates otherwise.

Article 4 AMENDMENT OF THE AGREEMENT

  1. If the Client wishes to make amendments to the Contract, these amendments may be proposed in writing or orally. Any resulting amendments to the Contract will be confirmed in writing by Allied Forces Consultancy B.V., with a clear description of the work to be performed.
  2. If during the performance of the Contract it appears that for a proper performance it is desirable and/or necessary to change or supplement the work to be performed, the Parties shall adjust the Contract accordingly in due time and in mutual consultation.
  3. If the Parties agree to amend or supplement the Contract, the time of completion of the performance of the Contract may be affected as a result. The Client acknowledges and accepts that modification of the Contract (e.g. change in scope, working method or approach) may affect the agreed schedule.
  4. If adjustment of the Contract is the result of requests and/or actions of the Client and/or other circumstances attributable to the Client, Allied Forces Consultancy B.V. may charge for any additional work arising therefrom on the basis of its usual rates as an additional or separate Contract.
  5. Except with the explicit consent of Allied Forces Consultancy B.V. and the provisions as mentioned in article 15 of these General Terms and Conditions, Client is not entitled to cancel or terminate the Contract. A request for cancellation or termination must be submitted in writing by the Client. Allied Forces Consultancy B.V. will not refuse its consent on unreasonable grounds, provided that Client reasonably compensates Allied Forces B.V. for lost income.

Article 5 METHOD OF EXECUTION

  1. Allied Forces Consultancy B.V. will make every effort to perform its work to the best of its knowledge, expertise and ability, while exercising the care that can and may be expected of a professional service provider. However, Allied Forces Consultancy B.V. cannot guarantee that the purpose or result sought by the Client under the Contract will be achieved, unless a precise result guarantee has been agreed in writing.
  2. Allied Forces Consultancy B.V. has the duty to inform the Client in advance, if requested, about the manner in which the Contract will be performed.
  3. Allied Forces Consultancy B.V. is entitled to determine the way in which the Contract will be performed. In doing so, Allied Forces Consultancy B.V. will take the legitimate interests of Client into account as much as possible, as well as the reasonable and timely instructions given by Client in connection with the Contract. Allied Forces Consultancy B.V. will inform Client as soon as possible in case of intended changes in the execution of the Contract.
  4. Client is obliged to fully cooperate in the execution of the Contract and to allow Allied Forces Consultancy B.V. access to all information Allied Forces Consultancy B.V. needs for the proper execution of the Contract. Client guarantees the correctness and completeness of the information made available to Allied Forces Consultancy B.V.. This also applies if this information originates from third parties. Under no circumstances will Allied Forces Consultancy B.V. be liable for damage resulting from incorrect or incomplete information.
  5. If the information required for the execution of the Contract is not provided to Allied Forces Consultancy B.V. on time, Allied Forces Consultancy B.V. will be entitled to suspend the execution of the Contract and/or to charge the Client for the additional costs resulting from the delay according to the then customary rates.
  6. During the execution of the Contract, the Parties shall consult regularly on the state of affairs and the manner of execution of the Contract.
  7. If and insofar as, in the opinion of Allied Forces Consultancy B.V., this is important for the proper execution of the Contract, Allied Forces Consultancy B.V. is entitled to have certain work performed by third parties called in by Allied Forces Consultancy B.V. Allied Forces Consultancy B.V. will discuss this with the Client in advance. The applicability of articles 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is explicitly excluded.
  8. The period within which the Contract is to be performed shall be determined by agreement between the Parties.
  9. If a deadline has been agreed upon, this is never a fatal deadline. If a term is exceeded, Allied Forces Consultancy B.V. will only be in default after a written notice of default by the Client. Allied Forces Consultancy B.V. should be offered a reasonable period to still perform the Contract.
  10. If it has been agreed that the Contract will be performed in phases, Allied Forces Consultancy B.V. may suspend the performance of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing. 
  11. In connection with the Contract, Allied Forces Consultancy B.V. will maintain a work file including copies of revelant documents, which file is the property of Allied Forces Consultancy B.V..
  12. Deviations in the (final) result compared to what was agreed between the Parties shall not be a reason for rejection and/or discount and/or compensation and/or dissolution of the Contract, if these deviations, taking all circumstances into account, are reasonably of minor significance.

Article 6 HONORARY AND COSTS

  1. All prices and rates are exclusive of VAT and other government levies, unless otherwise stated.
  2. The prices are based on the circumstances applicable to Allied Forces Consultancy B.V. at the time of the conclusion of the Contract, such as, among others, exchange rates, purchase prices, excise duties, levies and taxes levied directly or indirectly on Allied Forces Consultancy B.V. or charged to Allied Forces Consultancy B.V. by third parties. If these circumstances change after the conclusion of the Contract but before the performance of the work, Allied Forces Consultancy B.V. will be entitled to pass on the resulting costs to the Client.
  3. Allied Forces Consultancy B.V. is entitled to a fee for performing the Contract. This fee consists of a fixed amount, an hourly rate or any other fee to be agreed upon between Parties.
  4. In addition to the agreed fee, costs incurred by Allied Forces Consultancy B.V. for the execution of the Contract will also qualify for reimbursement, such as office expenses, including copying costs, postage and telephone costs, and travel and accommodation costs. These costs will be specified as much as possible in advance.
  5. The costs of third parties to be incurred by Allied Forces Consultancy B.V. for the purpose of the Contract will be charged to the Client. The deployment of third parties will be arranged between Parties in mutual consultation.
  6. Any unforeseen (additional) expenses will only be incurred after consultation with the Client and charged by separate invoice. 
  7. In case of a Contract involving periodic payments by the Client, Allied Forces Consultancy B.V. will be entitled to adjust the applicable prices and rates by means of a written notification with due observance of a period of at least 3 months.
  8. If the Client does not agree with an adjustment of prices and rates as referred to in the previous paragraph notified by Allied Forces Consultancy B.V., the Client will be entitled to terminate the Contract in writing within 7 days after the aforementioned notification by the date stated in the notification on which the price or rate adjustment would take effect.
  9. If Allied Forces Consultancy B.V. is forced to perform more and/or other work as a result of the non-delivery or late delivery of complete, sound and clear data and/or as a result of an amended or incorrect Contract, or as a result of external circumstances, this work will be charged separately on the basis of the usual rates charged by Allied Forces Consultancy B.V. Allied Forces Consultancy B.V. will inform Client about this in advance, unless this is not possible due to circumstances or if the nature of the work does not allow for postponement.
  10. If the execution of the Contract is delayed or interrupted by circumstances that cannot be attributed to Allied Forces Consultancy B.V., the Client will be obliged to reimburse any costs incurred as a result. Allied Forces Consultancy B.V. will try to limit these costs as much as possible.
  11. If Allied Forces Consultancy B.V. charges an hourly rate, Allied Forces Consultancy B.V. undertakes to keep an accounting of hours and costs and to make them available for inspection upon the Client’s request. 
  12. The price owed by the Client does not depend on the outcomes and/or result of the executed Contract.

Article 7 CANCELLATION

  1. Cancellation by the Client must be made by registered letter.
  2. If the Client cancels the (start) date of an assignment, the Client shall owe the following:
        • 100% of the fee, if the cancellation takes place in the period of two weeks prior to the first performance day;
        • 75% of the fee, if the cancellation takes place in the period from two weeks to four weeks prior to the first performance day;
        • 50% of the fee, if the cancellation takes place in the period from four weeks to six weeks prior to the first performance day;
        • The client shall not owe a fee if the cancellation takes place more than six weeks prior to the first day of performance. 
  1. In case of suspension or cancellation after commencement of an assignment, there will be no refund of amounts already paid.
  2. If the date of the assignment is rescheduled through the fault of the Client, the costs involved in rescheduling the assignment will be charged to the Client.

Article 8 INVOICING AND PAYMENT

  1. Allied Forces Consultancy B.V. is entitled to execute the Contract in different phases and to invoice the part thus executed separately.
  2. Allied Forces Consultancy B.V. will ensure timely invoicing. In consultation with the Client, Allied Forces Consultancy B.V. may invoice the agreed fee and costs as an advance, interim or periodically.
  3. In case of an assignment, after confirmation of the assignment start date, Client shall owe 100% of the total sum. Client shall pay the relevant invoice no later than the week before the start of the assignment. 
  4. Client should pay invoices of Allied Forces Consultancy B.V. within 14 days after the invoice date. Payment should be made without deduction, discount or set-off to the bank account indicated by Allied Forces Consultancy B.V. This payment term is a strict deadline. If Client does not pay the amount of the invoice as due by it within the set term, it will be in default without further notice of default being required. Client shall in that case owe the relevant statutory interest from the moment Client is in default until the date of payment of the full amount, whereby a part of the month shall be considered a full month. 
  5. The costs of a reminder and/or demand letter and/or summons for default of payment amount to €40 each time and are for the account of Client. Costs of a reminder and/or demand letter and/or summons for consumers and parties assimilated to consumers will be determined in accordance with the applicable laws and regulations at the time, up to the maximum allowed.
  6. If Client fails to settle the claim, Allied Forces Consultancy B.V. may pass the claim on to a third party, in which case all costs incurred to obtain extrajudicial settlement will be for the account of Client. These extrajudicial collection costs will be determined at 15% of the principal sum, without prejudice to the right of Allied Forces Consultancy B.V. to charge Client for the actual costs incurred. Extrajudicial collection costs for consumers and parties assimilated to consumers will be determined in accordance with the then applicable laws and regulations up to the permitted maximum. Any judicial costs and enforcement costs incurred will also be recovered from Client. Client shall also owe interest on the collection costs due.
  7. If payment remains outstanding for more than one month, Allied Forces Consultancy B.V. may suspend the execution of the Contract until payment has been made.
  8. Allied Forces Consultancy B.V. has the right, before fulfilling any obligations on its part, to demand full payment and/or adequate security for fulfilment by the Client if, in the opinion of Allied Forces Consultancy B.V., it is plausible that the Client will not or will not be able to fulfil his obligations in time or in full, or if, in the opinion of Allied Forces Consultancy B.V., such action is desirable.
  9. In case of a jointly given order, Clients are jointly and severally liable for payment of the entire amount of the invoice.
  10. In the event of Client’s liquidation, bankruptcy, attachment or suspension of payments, the claims of Allied Forces Consultancy B.V. against Client will be immediately due and payable.
  11. Payments made by the Client shall first serve to pay the interest and costs due and then to pay the longest outstanding amounts.

Article 9 RECLAMES

  1. Complaints about the work performed or about the amount of the invoice must be reported in writing to Allied Forces Consultancy B.V. by the Client no later than 2 weeks after the discovery of the complaint or the invoice date, respectively, or no later than 2 weeks after completion of the relevant work.
  2. The complaint should contain a description of the shortcoming that is as detailed as possible, so that Allied Forces Consultancy B.V. is able to respond adequately. If the Client fails to respond within the period mentioned in the first paragraph of this article, the right to complain will lapse.
  3. Allied Forces Consultancy B.V. is not liable and will never be obliged to compensate any damage, if there are minor deviations.
  4. If a complaint is well-founded, Allied Forces Consultancy B.V. will still perform the work as agreed upon. If the subsequent performance of the agreed services is no longer possible or useful, Allied Forces Consultancy B.V. will only be liable within the limits of article 11 of these General Terms and Conditions.
  5. Complaints do not suspend the Client’s payment obligations.

Article 10 INTELLECTUAL AND INDUSTRIAL PROPERTY

  1. All intellectual and/or industrial property rights to all information and materials developed or made available under the Contract, including but not limited to equipment, software, analyses, designs, documentation, reports and offers, as well as preparatory material thereof, belong exclusively to Allied Forces Consultancy B.V. or its licensors.
  2. The Client will only acquire the rights of use and powers expressly granted by these General Terms and Conditions or otherwise. Insofar as such a right can only be obtained by filing or registration, Allied Forces Consultancy B.V. is exclusively authorised to do so, unless expressly agreed otherwise in writing.
  3. The Parties may agree that all or part of the rights referred to in the first paragraph will be transferred to Client. This transfer and any conditions under which the transfer takes place shall always be recorded in writing. 
  4. Except with the express written permission of Allied Forces Consultancy B.V., Client is not allowed to duplicate, disclose, exploit, drastically change or make data and/or materials available in any way to third parties outside Client’s own organisation. This prohibition also includes the explicit or tacit permission of the aforementioned acts. 
  5. After the completion of the Contract, neither the Client nor Allied Forces Consultancy B.V. will have any retention obligation towards each other with regard to the information and/or materials used, unless expressly agreed otherwise in writing.

Article 11 LIABILITY

  1. If Allied Forces Consultancy B.V. should be liable, this liability will be limited to what is regulated in this provision.
  2. Allied Forces Consultancy B.V. is exclusively liable for direct damage suffered by the Client, which is the direct result of an attributable shortcoming in the performance of the Contract, insofar as the damage could have been avoided with normal professional knowledge and experience and with due observance of normal attentiveness and manner of professional practice. Direct damage is exclusively understood to mean:
  1. The reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these General Terms and Conditions;
  2. the reasonable costs incurred to make the defective performance of Allied Forces Consultancy B.V. correspond to the Contract, unless these cannot be attributed to Allied Forces Consultancy B.V.. However, this damage will not be compensated if the Client has dissolved the Contract;
  3. the reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
  1. Allied Forces Consultancy B.V. is never liable for:
  1. damage, of whatever nature, because Allied Forces Consultancy B.V. has relied on incorrect and/or incomplete data or information provided by Client, or damage that is otherwise the result of an act and/or omission by Client;
  2. damage incurred by the Client or third parties as a result of an act and/or omission by third parties engaged by Allied Forces Consultancy B.V. (not including employees of Allied Forces Consultancy B.V.), even if they are employed by an organisation affiliated with Allied Forces Consultancy B.V;
  3. indirect, operational or consequential damage, loss of profit, missed savings, loss or mutilation of data and/or damage due to business interruption suffered by the Client or third parties.
  1. The exclusions of the liability of Allied Forces Consultancy B.V. mentioned in the third paragraph do not apply insofar as the damage is the result of intent or gross negligence of Allied Forces Consultancy B.V..
  2. Any liability of Allied Forces Consultancy B.V. will in all cases be limited to the amount paid out, if any, under professional liability insurance or other liability insurance taken out by Allied Forces Consultancy B.V..
  3. If and insofar as, for whatever reason, no payment is made under an insurance policy mentioned in the preceding paragraph, any liability will be limited to the amount Allied Forces Consultancy B.V. received from the Client for its work under the Contract. If the Contract continues for more than 3 months, the aforementioned liability will be limited to an amount equal to the total amount Allied Forces Consultancy B.V. has received from Client for its work under the Contract in the last 3 months before the damage occurred.
  4. The amount for which Allied Forces Consultancy B.V. is liable in the relevant case will be reduced by any amounts for which the Client is insured.
  5. Any right to compensation lapses 3 months after the moment the Client became aware or could reasonably have become aware of the existence of this right. For consumers and parties deemed equal to consumers, the deviating maximum period of one year applies. If Client has never complained about damage or mistakes made, Client is not eligible for compensation.
  6. Each Contract entered into by Allied Forces Consultancy B.V. is subject to a best-efforts obligation. Allied Forces Consultancy B.V. can never be held liable for results not achieved.

Article 12 NON-ATTRIBUTABLE SHORTCOMING (FORCE MAJEURE)

  1. All situations of force majeure on the part of Allied Forces Consultancy B.V. discharge Allied Forces Consultancy B.V. from any obligation to fulfil the Contract as long as the relevant impediment persists. Claims for damages are excluded in such cases. In these General Terms and Conditions, force majeure will be understood, besides what is understood in the law and case law, to mean all external causes, foreseen or unforeseen, over which Allied Forces Consultancy B.V. has no influence, but which prevent Allied Forces Consultancy B.V. from fulfilling its obligations.
  2. If Allied Forces Consultancy B.V. is prevented from performing the Contract due to a non-attributable shortcoming, Allied Forces Consultancy B.V. will be entitled to suspend or dissolve the execution of the Contract. Client cannot claim compensation for costs, damage, including consequential damage, and/or interest on these grounds.
  3. Non-attributable shortcomings include: war, threat of war, mobilisation, riots, state of siege, strikes or lockouts, fire, bad weather conditions, accident and illness of personnel, operational failure, transport stagnation, import/export restrictions or other governmental restrictions, as well as any obstructing circumstance that does not exclusively depend on the will of Allied Forces Consultancy B.V., such as the non-timely delivery of goods or services by third parties engaged by Allied Forces Consultancy B.V.
  4. If the execution of the Contract partly depends on third parties called in by Client and if these third parties fail to fulfil their obligations and as a result of this the Contract cannot be executed, not in time or not without considerable extra effort and/or costs, Allied Forces Consultancy B.V. will be entitled to dissolve the Contract partly or entirely by means of a written notification, if continuation of the work can no longer reasonably be demanded of Allied Forces Consultancy B.V.. Client cannot claim compensation for costs, damage, including consequential damage, and/or interest on this ground.
  5. If either Party cannot or expects not to be able to comply with its obligations, either due to force majeure or other circumstances, it shall be obliged to immediately notify the other Party in writing.
  6. If Allied Forces Consultancy B.V. has already partially fulfilled its obligations or can still partially fulfil its obligations at the time of the occurrence of force majeure, Allied Forces Consultancy B.V. will be entitled to separately invoice the part of the Contract that has already been executed or can be executed. 

Article 13 EXEMPTION

  1. Client shall indemnify Allied Forces Consultancy B.V. or third parties engaged by Allied Forces Consultancy B.V. against any claims of third parties, who suffer damage in connection with the execution of the Contract which are attributable to Client, without prejudice to the liability as referred to in article 11 of these General Terms and Conditions.
  2. Client indemnifies Allied Forces Consultancy B.V. against claims of third parties regarding intellectual and/or industrial property rights on information provided by Client, which are used in the execution of the Contract.
  3. Should Allied Forces Consultancy B.V. be sued by third parties on the basis of the provisions of this article, the Client will be obliged to assist Allied Forces Consultancy B.V. both in and out of court and immediately do everything that may be expected of it in this case.

Article 14 USE OF E-MAIL

  1. During the formation (offers and order confirmation) and execution of the Contract, the Parties may communicate with each other by e-mail. 
  2. The Parties acknowledge that the use of e-mail involves risks such as – but not limited to – distortion, delay and/or virus. The Parties are not liable vis-à-vis each other for any damage arising for one or all of them as a result of the use of e-mail. Each of the Parties shall do everything that can reasonably be expected to prevent the occurrence of the aforementioned risks. 

Article 15 DURATION AND TERMINATION OF THE AGREEMENT

  1. The Contract is entered into for the duration, as stipulated in the Quotation. 
  2. The Client acknowledges that the duration and planning of the Contract may be affected by all kinds of unforeseen circumstances, including – but not limited to – the quality of the information provided by the Client in the context of the Contract and the (degree of) availability and deployment of the third parties involved in the Contract by the Client.
  3. Allied Forces Consultancy B.V. will endeavour to execute the Contract within the agreed schedule.
  4. The Parties shall each have the right to terminate the Contract prematurely in writing, with a notice period of one calendar month, if and insofar as one of them thereby demonstrates that the performance of the originally agreed Contract and any additional Contracts is rendered significantly difficult or impossible due to weighty reasons and completion of the Contract cannot reasonably be required.
  5. In the event of termination of the Contract for whatever reason, the Client will reimburse Allied Forces Consultancy B.V. in full and in a timely manner for all work performed by Allied Forces Consultancy B.V. up to that point under the Contract. All invoices already sent to the Client will remain due in full and will become immediately payable at the moment of termination of the Contract. Client is further bound to pay Allied Forces Consultancy B.V. any damages, consisting of loss of profit.
  6. Each party is entitled to dissolve the Contract, in whole or in part, with immediate effect and without judicial intervention, if in respect of the other party.
    1. a bankruptcy petition has been filed;
    2. suspension of payments has been filed;
    3. liquidation or cessation of the company takes place;
    4. a substantial part of the other party’s assets is seized or
    5. the other party otherwise loses free management of its assets.
  7. In the event of dissolution of the Contract, Allied Forces Consultancy B.V. will never be obliged to refund any sums already received or to pay any damages to Client.
  8. Upon termination of the Contract, each party shall immediately hand over to the other party all items and documents in its possession that are owned by the other party.

Article 16 CARE AND CONFIDENTIALITY

  1. Allied Forces Consultancy B.V. shall exercise due care when using any information that has come to its knowledge in the context of the Contract.
  2. The Parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of the Contract. Information is considered confidential if this has been communicated by one party to the other or if this arises from the nature of the information. This obligation does not apply insofar as Allied Forces Consultancy B.V. has a statutory or professional duty to disclose or if Allied Forces Consultancy B.V. has been released from the duty of confidentiality by the Client.
  3. The Client shall impose a duty of confidentiality as mentioned in the second paragraph of this article on its employees and/or third parties engaged by the Client for the performance of the Contract.
  4. Allied Forces Consultancy B.V. is, if it acts for itself in disciplinary, civil or criminal proceedings, entitled to use the information provided by or on behalf of the Client as well as other information of which it has become aware during the execution of the Contract, insofar as, in its reasonable opinion, they may be of importance.

Article 17 PROCESSING OF PERSONAL DATA

  1. Processing of personal data by Allied Forces Consultancy B.V. takes place in accordance with the applicable laws and regulations in the field of personal data protection. Allied Forces Consultancy B.V. will treat personal data confidentially and inform anyone who necessarily has access to this data of its confidential nature.
  2. Allied Forces Consultancy B.V. considers the personal data provided to it by Client in the context of the Contract to have been lawfully obtained and managed by Client. Client shall indemnify Allied Forces Consultancy B.V. against any claims of third parties in this respect.
  3. Allied Forces Consultancy B.V. reserves the right to use the knowledge gained by the performance of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

Article 18 OTHER PROVISIONS

  1. If the Client wishes to award the same assignment to others than Allied Forces Consultancy B.V. at the same time or has already awarded the assignment to another party, it will inform Allied Forces Consultancy B.V. of this, stating the names of these others.
  2. Client is not allowed to transfer any right from a Contract concluded with Allied Forces Consultancy B.V. to third parties, other than when transferring his entire company or with the express written consent of Allied Forces Consultancy B.V..
  3. Allied Forces Consultancy B.V. is at all times entitled to transfer its rights and obligations arising from the Contract to third parties, with written notification to Client.
  4. In the event of a transfer of (part of) the Client’s company within the meaning of Article 7:662 of the Dutch Civil Code or if the Client enters into a merger with another company, the Client is obliged to inform the acquiring or merging party that it has entered into contractual obligations with Allied Forces Consultancy B.V. of a post-contractual nature. The post-contractual obligation between Parties is as follows: The Client must, in the case as described in this paragraph, ensure that all rights and obligations arising from the Contract concluded between Parties are transferred to the acquiring or merging party, unless Allied Forces Consultancy B.V. waives its rights and obligations arising from this post-contractual provision.

Article 19 CONFLICTING PROVISIONS

If these General Terms and Conditions and the Contract contain conflicting provisions, the provisions contained in the Contract shall prevail.

Article 20 DUTCH TEXT BINDING

If versions of these General Terms and Conditions have been or will be drawn up in a foreign language, the Dutch text and interpretation shall always be decisive in the event of any deviation from the Dutch text or in the event of a difference of opinion on the interpretation of any clause.

Article 21 APPLICABLE LAW; DISPUTES

  1. All Contracts, to which these General Terms and Conditions apply in full or in part, shall be governed by Dutch law.
  2. Subject to the provisions of article 108 of the Dutch Code of Civil Procedure, all disputes will be settled in the first instance by the competent judge of the District Court of Amsterdam, or the competent judge within the area of the District Court at the discretion of Allied Forces Consultancy B.V., to the exclusion of any other judge.