General terms and conditions sophie’s women of war

Article 1 – Sophie’s Women of War

Sophie’s Women of War (further referred to as “SWW”) is based in Haarlem, the Netherlands and registered with the Amsterdam Chamber of Commerce under number 74452541.

Article 2 – Applicability General Terms and Conditions

These General Terms and Conditions shall apply to every agreement for professional services or legal relationships between SWW and a client (further referred to as the “client”), including any subsequent or ancillary assignment or agreement.

Article 3 – Standard of Care

SWW will, when carrying out the work in connection with a given order, insofar as reasonably possible, exercise due care. All agreements shall relate to obligations to perform to the best of one’s ability and never to obligations to guarantee certain results. All orders are considered to be given exclusively to SWW and not to any person associated with SWW. This also applies to circumstances where the parties’ intention is for the order to be carried out by a certain person associated with SWW. Third parties cannot derive any rights from the work performed and its results.

Article 4 – Electronic Communication

SWW will provide all communication electronically, including but not limited to providing information, letters, presentations, articles, advice, reports, and invoices, unless agreed otherwise with the client.

Article 5 – Engaging Third Parties

SWW is entitled to engage third parties at its discretion when carrying out orders. SWW shall, as far as possible, consult the client before engaging third parties and shall in any event exercise due care in its selection of third parties. SWW does not accept any liability for any non-performance on the part of these third parties or any damage related thereto. By instructing SWW, the client authorizes SWW to, if a person engaged by SWW wishes to limit his liability, accept that limitation of liability on behalf of the client as well.

Article 6 – Intellectual Property

SWW will obtain and own the intellectual property rights on all documents and exhibits and all concepts thereof created by SWW in the course of carrying out the work, including but not limited to books, manuscripts, written letters, articles, blog posts, presentations in written, digital or oral form, podcasts, talks, (research) reports and all concepts thereof. All rights reserved. Nothing, no part of the materials, may be produced, stored in a retrieval system or transmitted in any form or by any means electronic, mechanical, photocopying, recording or otherwise, without the written permission of SWW, unless explicitly agreed otherwise in a written statement.

Article 7 – Rates and Invoices

All invoices for the work carried out by SWW shall take place monthly in accordance with the hourly rate applicable at SWW at the time that the work is carried out. This hourly rate may be adjusted by SWW at regular intervals, including for current orders, when an increase of those rates has been decided upon, at least once per calendar year. All external costs made by SWW, such as but not limited to, postal fees, translation charges, travel costs, in the course of carrying out the work shall be charged separately. Invoices must be paid within 14 days of the date of the invoice. When it has been agreed that the client must pay an advance before the work is started, this advance shall be settled in the last invoice connected to the order given. In the event of late payment, SWW is entitled to charge statutory interest as well as the costs related to the collection of the invoice. All invoices shall be increased by the applicable turnover tax percentage.

Article 8 – Limitation of Liability and Indemnification

If an incident (including a failure to act) occurs resulting in liability of SWW, SWW’s liability shall be limited to the amount that was paid by the client to SWW for the work in connection to which the damage or loss arose in the period 12 months prior to the notice of liability, with a maximum of EUR 5000. SWW shall not invoke this limitation of liability if damage or loss is a result of intent or willful recklessness on the part of SWW. Any claim for compensation or any other claim against SWW, or companies with which SWW has concluded agreements in connection with its business operations, and which parties may be held responsible or partly responsible for the damage or loss arising, is ruled out. The aforementioned concerned may – by way of a third party clause – rely upon these General Terms and Conditions, and therefore also upon this Article 8, with respect to the client. The client shall indemnify SWW – and the aforementioned concerned – against third-party claims arising from, or connected to, a failure or wrongful act on the part of SWW – or those persons – within the context of the work carried out or to be carried out.

All claims from the client shall lapse 12 months after the work to which the claims relate has been carried out, unless any rights held by the client in accordance with the law have already lapsed previously.

Article 9 – Applicable Law and Competent Court

Dutch law shall exclusively apply to all agreements and legal relationships with the client. All disputes between the client and SWW shall be submitted exclusively to the competent court in Amsterdam, without prejudice to SWW’s power to submit a dispute to a court which would be competent in the absence of this provision.