General Conditions Consultancy Services

Eagle Rock Legal B.V.

 

Article 1

Eagle Rock Legal B.V. (“Eagle Rock”) is a private limited liability company which advises in the field of life sciences and food in the broadest sense. In these general conditions, an assignment means an agreement between Eagle Rock and a (legal) person including these applicable general conditions (“Assignment”). In these general conditions a client means a (legal) person Eagle Rock provides consultancy services to as part of the Assignment (“Client”). Any general terms and conditions used by the client that conflict with these general terms and conditions are not applicable, unless Eagle Rock explicitly accepts such applicability in writing. Eagle Rock is not bound by an exclusion of the applicability of these general terms and conditions in the acceptance by the client of an offer or engagement letter of Eagle Rock.

Article 2

An Assignment is constituted by either the written acceptance of a written engagement letter or agreement or the actually commencement of the work under an Assignment. These general conditions apply to all Assignments. Client explicitly agrees that Eagle Rock and its Consultants also provide consultancy services to other clients that are not in conflict with the Assignment for Client.

Article 3

The Client, unless specifically agreed otherwise, exclusively appoints Eagle Rock to perform a specific Assignment. Eagle Rock decides, notwithstanding the provisions of article 7:404 Dutch Civil Code (“Art. 7:404 BW”)1, which (legal) person or persons (“Consultant”), whether or not employed by or associated with Eagle Rock, will be involved in the execution of an Assignment. Eagle Rock may use one or more third parties (e.g. legal advisors, fiscal or financial advisors, accountants) to perform certain services in connection with an Assignment. The applicability of article 7:407 paragraph 2 Dutch Civil Code (“Art. 7:407 lid 2 BW”), which establishes a joint liability in case two or more (legal) persons are entitled to an Assignment, is excluded. Eagle Rock may, for and on behalf of the Client, accept limitations of liability and other general terms and conditions of third parties engaged by Eagle Rock. Eagle Rock is not liable for defaults by such third parties.

Article 4

The acceptance of an Assignment is explicitly agreed as meant by article 7:400 Dutch Civil Code (Art. 7:400 BW”, “Overeenkomst van opdracht”)2 and is not intended to create any employment as meant by article 7:610 Dutch Civil Code (Art. 7:610 BW, “Arbeidsovereenkomst”)3. Consultant(s) execute an Assignment independently of Client and will structure his/their consultancy services independently of Client. The Consultant(s) will perform his/their consultancy services in accordance with his/their own professional opinion and capabilities without the supervision of Client and will use his/their reasonable effort to complete the assigned tasks for the benefit of the Client. The Client will timely provide the Consultant(s) with complete and accurate information reasonable necessary to correctly complete an Assignment and to inform the Consultant(s) about any facts or circumstances that are relevant for a proper execution of an Assignment. The Client warrants that any information provided in connection with an Assignment will be complete and accurate.

Article 5

Eagle Rock is only liable for shortcomings in the execution of an Assignment to the extent this is due to gross negligence or intent in relation to the execution of an Assignment. Eagle Rock will never be liable for any damage resulting from the failure of the Client to timely provide complete and accurate information. The liability for any shortcomings in the execution of an Assignment will be limited to the amount of the fee that Eagle Rock has received in relation to an Assignment. In addition, Eagle Rock will only be liable for a maximum of the fees that Eagle Rock has received for the last six (6) months relating to an Assignment. Any claims of the Client in this respect shall be filed within one (1) year following the occurrence of the shortcoming failing of which will lead to expiration of any such claims. In no event will Eagle Rock be liable for consequential damages.

Article 6

Eagle Rock acknowledges that information disclosed by the Client may constitute IP or trade secrets that should be kept confidential. Eagle Rock undertakes to keep any confidential information disclosed by the Client in connection with an Assignment secret and to secure that its partners and associates are also bound by this obligation. Eagle Rock may use the name of the Client as a reference.

Article 7

Any intellectual property resulting from an Assignment is the property of the Client. Eagle Rock shall fully cooperate to transfer such intellectual property to the Client (if applicable). The Client acknowledges that all computer programs, software applications, data bases proposals and other documentation generally used by Eagle Rock and not directly related or developed solely for the Client are the exclusive and confidential property of Eagle Rock or the third parties from whom Eagle Rock has secured the right of use. The Client agrees that any improvement, alteration or enhancement to Eagle Rock’s systems software, applications or processes which are developed or implemented during the course of the consultancy services shall be the confidential property of Eagle Rock.

Article 8

Unless agreed otherwise, the fee to be paid by the Client is calculated by multiplying the hours worked by the hourly rate as communicated by Eagle Rock in writing. Eagle Rock may adjust the hourly rate periodically. Unless otherwise agreed, the Client must pay invoices within fourteen (14) days of the invoice date, without setoff, deferment and/or discount being permitted. If an invoiced amount has not been paid on the due date, the Client shall be in default by the mere expiry of that period, without any notice of default being required. In that case, Eagle Rock is entitled to claim default interest at the rate of 1.5% per month (or part thereof) on the invoice value plus VAT, calculated as from the due date. If the customer is in default, Eagle Rock may also demand the payment of collection costs, which shall be fixed at 15% of the invoiced amount, with a minimum of EUR 115,-. If the Client fails to perform any of its financial or other obligations, Eagle Rock may refuse to commence the carrying out of the Assignments or activities, or to postpone or discontinue these. Eagle Rock is not liable for damages caused by such refusal, postponement or discontinuation.

Article 9

Eagle Rock hereby stipulates that any Assignment shall entail the power to accept on behalf of its Client any limitations of liability of third parties which are involved in the execution of an Assignment.

Article 10

The Client shall indemnify Eagle Rock against any and all claims by third parties relating to the consultancy services of Eagle Rock and/or the execution of an Assignment.

Article 11

Besides Eagle Rock, all (legal) persons involved in the execution of an Assignment can invoke these general conditions. The same will apply to former partners or associates of Eagle Rock, including their heirs, if they are held liable.

Article 12

These general conditions also apply to supplementary Assignments and/or future Assignments with Clients.

Article 13

The validity, construction and performance of these general conditions, any other agreement relating to an Assignment or the relationship between Eagle Rock and the Client shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute relating thereto shall be finally settled by the competent judge in the district of Utrecht, the Netherlands.

 

1 Note: Art. 7:404 BW regulates that in case an assignment is given to a certain person, such person should perform the assignment personally unless the assignment entails that a third person may perform the assignment under his responsibility.

2 Note: Art. 7:400 BW regulates the performance of an assignment on a non-employment basis.

3 Note: Art. 7:610 BW regulates employment contracts.

 

ERL/2016