Life Science QA / RA Services BV Delivery Conditions

Article 1 – General

In these general terms and conditions, the term ‘Client’ refers to the principal and the ‘Contractor’ to Life Science QA / RA Services BV (Chamber of Commerce No. 61004545). All Engagements shall be accepted and carried out exclusively by Contractor. All stipulations in these general terms and conditions shall apply mutatis mutandis to the directors and staff of the Contractor, and to any third parties or auxiliaries brought in by the Contractor for the purposes of carrying out the Engagement.
The Client shall assert any right of action or recourse solely against the Contractor, and not against directors and employees of Contractor, or any third parties or auxiliaries brought in by the Contractor.
Engagement: each Engagement that is concluded between the Customer and the Client and pursuant to which the following actions may be performed: Services provided by the Customer to the Client, or any alteration thereof or addition thereto, as well as all legal acts for the preparation and execution of the Engagement.
Services: all services that are subject of an Engagement.

Article 2 – Scope

These general terms and conditions are exclusive and to the exclusion of the general terms and the conditions of the Client. These general terms and conditions are applicable to all legal relationships between the Contractor and the Client. Any amendments to these general terms and conditions must be confirmed in writing by the parties.
If any article in these general terms and conditions or in the confirmation of the Engagement should be found to be invalid or be nullified, the other articles shall as far as possible retain their effect, with the invalid or nullified article being replaced, in consultation between the parties, by an article that is as close as possible to the purpose of the original article.

Article 3 – Inception of contract

The contract shall become effective upon receipt by the Contractor of the confirmation of the Engagement duly signed by the Contractor and the Client.
If the Engagement was given orally or if the confirmation of the Engagement has not (or not yet) been returned duly signed, the Engagement shall be considered to have taken effect, and to have become subject to these general terms and conditions, at the point when the Contractor began the work at the request of the Client.
The parties are free to prove that the contract has been concluded in some other way.
The contract is entered into for an indefinite period of time, unless it is clear from its wording, content or scope or from the nature of the Engagement that it is entered into for a specific period.

Article 4 – Obligations of Client

The Client is obliged to make available to the Contractor all the Documents which the Contractor considers to be necessary to enable it to perform correctly the Engagement that has been awarded, (a) in the required form, (b) in the required manner and (c) in good time. The Contractor shall determine what required form, required manner and in good time shall be understood to mean.
The Client warrants the accuracy and the reliability of the Documents provided by it, even where such Documents originated with third parties, to the extent not otherwise evident or arising from the nature of the Engagement.
The Contractor may suspend the execution of the Engagement until such time as the Client has fulfilled the obligations referred to in paragraphs 1 and 2 above.
The Client indemnifies the Contractor against any loss or damage due to inaccurate or incomplete Documents.
Any additional costs incurred and hours spent by the Contractor as well as any other loss or damage sustained by the Contractor due to the Client’s failure to provide the Documents required for the execution of the Engagement, or its failure to provide such Documents in good time or properly, shall be for the account and risk of the Client.
The Contractor will return the original Documents, provided by the Client, to the Client on first demand by the Client.

Article 5 – Performance of the Engagement

The Contractor shall determine the manner in which and the person by whom the Engagement is to be performed.
The Contractor shall perform the Engagement in accordance with the applicable regulations (including professional regulations) and the requirements to which he is subject by or pursuant to law. The Client shall respect at all times the obligations imposed thereby on the Contractor.
The Contractor shall obtain the Client’s consent before performing and charging the Client for work which is additional to the scope of the Engagement, unless such work arises from the nature of the Engagement, from the circumstances referred to in Article 4.3, or from regulations (including professional regulations) applying to the Engagement.
The Contractor shall carry out the work to the best of his ability and acting with due professional care; the Contractor cannot, however, guarantee that any intended result shall be achieved, unless other arrangements have been explicitly made in the confirmation of the Engagement.
In the interest of the proper performance of the Engagement, the Contractor is entitled to involve affiliated entities, both Dutch and foreign, in the performance of the Engagement. Other third parties shall not be involved in the Engagement, unless this has been agreed on with the Client.
With due observance of the confidentiality obligations to which he is subject and the applicable legislation on privacy, the Contractor is entitled to store data regarding the Client in and outside the Netherlands.
The Client shall not engage directors or employees of the Contractor or approach such persons to enter the Client’s employ, either directly or indirectly and whether or not on a temporary basis, or to carry out work, either directly or indirectly, for the Client.
The Contractor shall maintain a dossier containing copies of relevant documents; the dossier shall be the property of the Contractor.
While the Engagement is being performed, the Client and the Contractor may communicate, at the request of either of them, by means of e-mail. The Client and the Contractor shall not be liable vis-à-vis one another for any damage resulting from the use of e-mail, this being on condition that both parties do everything that can reasonably be expected of them to avoid any risks, for example regarding disclosure, the spreading of viruses, corruption of documents, etc.

Article 6 – Confidentiality

Except where disclosure is required by Dutch or foreign law, regulation, subsidy, credit, fiscal exemption or any other (financial) contribution or other rules (including professional rules), the Contractor shall be obliged to observe confidentiality vis-à-vis third parties – but not including entities affiliated with the Contractor, or persons and directors employed by the Contractor, both Dutch and foreign – regarding confidential information received from the Client. The Client may release the Contractor from this obligation.
The Contractor shall not use information made available by the Client for any purpose other than that for which it is provided, except where the Contractor acts on his own behalf in disciplinary, criminal, or civil proceedings to which such documents may be relevant.
Except where disclosure is required by Dutch or foreign law, regulation, or other rules (including professional rules), or unless he has obtained the Contractor’s prior written consent, the Client shall not disclose to third parties the contents of reports, recommendations, statements, or other written or unwritten observations and comments by the Contractor.
The Contractor and the Client shall impose their obligations under this article on any third parties they engage.
Unless this is considered contrary to the provisions of Articles 6.1 and 6.2, the Contractor shall be entitled – as evidence of his experience – to indicate the broad outlines, in anonymous form, of the work to the Contractor’s Clients or potential Clients.

Article 7 – Intellectual property

The Contractor retains all rights to the intellectual property which he uses, has used, develops, or has developed in the performance of the Client’s Engagement, save where third parties are entitled to such intellectual property rights.
The Client is expressly forbidden to duplicate, disclose, or exploit such intellectual property, either directly or through a third party, including recommendations, reports, computer programs, system designs, procedural designs, contracts (including model contracts) and other intellectual property of the Contractor, all in the broadest sense of the words.
The Client is not permitted to make such intellectual property available to third parties, other than in order to obtain a professional opinion concerning the activities of the Contractor.

Article 8 – Fees

The fee consists of the remuneration for the Contractor for performance of the Engagement. The remuneration of the Contractor will be agreed upon in the Engagement contract.
When the fee for the Contractor’s performance is based on an itemized account basis (i.e. hours worked multiplied by the agreed hourly rate) and if there are any changes in factors affecting rates, for example wages and / or prices, after the inception of the contract but before completion of the Engagement, the Contractor shall be entitled to adjust the agreed rate accordingly.
When the fee for the Contractor’s performance is based on an itemized account, the Contractor’s fees are exclusive of expenses and invoices submitted by third parties engaged by the Contractor.
All prices and rates shall be stated exclusive of turnover tax or any other government taxes.

Article 9 – Prices and payment

All rates and expenses quoted in the Engagement, offers, order confirmations or other written documents of the Contractor are estimations and do not represent the actual and total price of the Services. Additional charges will be invoiced.
All rates and expenses quoted in the Engagement, offers, order confirmations or other written documents of the Contractor are exclusive of V.A.T. and any other government levies, unless expressly stated otherwise.
With respect to claims denominated in foreign currency against debtors located outside of the Netherlands, the Contractor will not be liable for any exchange differences, conversion differences and / or transfer problems.
Payment shall be made by the Client, without deduction, discount, or compensation, within the agreed period, but in no event later than 14 days after the invoice date. Payment shall be made in Euro by transfer to a bank account to be designated by the Contractor.
All payments must be made without any deduction or set-off and without the Client blocking its accounts by attachment or otherwise.
If the Client fails to pay the outstanding amounts within the term referred to in paragraph 4 of this article, the Client will be in default by operation of law and without notice from the Contractor, being required to pay default interest of 4% per month, or the rate equal to the statutory (commercial) interest if the latter is higher, on the entire amount outstanding.
In the event of debt collection, the Client shall be liable for all judicial and extrajudicial collection costs reasonably incurred by the Contractor as a consequence of the Client’s non-performance of his obligation to pay.
If warranted by the Client’s financial position or payment record – such being at the Contractor’s sole discretion – the Contractor shall be entitled to require the Client to immediately furnish security (or additional security), in a form to be determined by the Contractor. If the Client fails to furnish the required security, the Contractor shall be entitled, without prejudice to his other rights, to suspend performance of the contract at once, and all amounts payable by the Client to the Contractor for whatever reason shall become due and payable immediately.

Article 10 – Complaints

Complaints concerning the work performed and / or the amount invoiced must be communicated to the Contractor in writing within 30 days from the date of dispatch of the documents or information to which the Client’s complaint relates, or within 30 days of discovery of the deficiency, if the Client is able to demonstrate that he could not reasonably be expected to have discovered the deficiency at an earlier date.
Complaints as referred to in paragraph 1 of this article shall not release the Client from his obligation to pay.
If the complaint is justified, the Contractor shall select one of the following options: adjustment of the invoiced fees; correction or re-performance of the rejected work; or discontinuation of all or part of the Engagement with a refund of a proportion of the fees already paid by the Client.

Article 11 – Period allowed for completion

Dates by which the work is to be completed shall only be regarded as deadlines if this has been expressly agreed.
If the Client is required to make an advance payment or to provide information and / or materials which are essential to the performance of the Engagement, the period allowed for completion of the work shall not commence until payment has been received in full or all the information and / or materials have been supplied, as the case may be.
Except in cases where it is beyond doubt that performance of the contract is no longer possible, the contract cannot be dissolved by the Client on the grounds of failure to complete the work on time, unless the Contractor fails to perform the contract or fails to perform it in full within a reasonable period of time, of which the Contractor has been notified in writing after expiration of the originally agreed completion period. The contract may then be dissolved in accordance to Section 265, Book 6 of the Netherlands Civil Code.

Article 12 – Termination

The Client and the Contractor may terminate the contract at any time, with due observance of a reasonable period of notice, unless standards of reasonableness and fairness dictate otherwise, or dictate otherwise in respect of the period of notice. Notice of termination must be communicated in writing to the other party. The Client can only terminate the contract with the Contractor after having paid the total amount due to the Contractor.
Either of the parties may dissolve the contract (prematurely) by registered letter without giving notice in the following circumstances: if the other party is not in a position to pay what it owes; if a trustee in bankruptcy, administrator, or liquidator has been appointed in respect of the other party; if the other party is the object of debt rescheduling or ceases its activities for any other reason; or if a situation has arisen that justifies immediate termination.
If the Client terminates the contract in accordance with the provisions of Article 12.1 or if the Contractor dissolves the contract in accordance with the provisions of Article 12.2, the Contractor shall be entitled to compensation for the loss of capacity that he has incurred and can demonstrate and for any additional costs that he was reasonably required to incur as a result of the premature termination of the contract, unless termination or dissolution of the contract is due to facts or circumstances attributable to the Contractor.
If the Contractor terminates the contract in accordance with Article 12.1, the Client shall be entitled to the Contractor’s collaboration in transferring the work, unless termination of the contract is due to facts or circumstances attributable to the Client. The Contractor shall in all cases remain entitled to payment of the invoices he has submitted for work performed up to that point. If transferring the work involves additional costs, these shall be charged to the Client.

Article 13 – Liability and indemnity

The Contractor will perform its Services to its best knowledge but does not take on an obligation of result. For the avoidance of doubt the Client is solely responsible for designing, development, classification, registration and marketing of its products.
The Contractor is not liable for any indirect damages suffered either by the Client or third parties.
The Client shall indemnify the Contractor against claims by third parties for damage arising as a consequence of the Client, or third parties not engaged by the Contractor, providing the Contractor with inaccurate or incomplete documentation or information, unless the Client is able to demonstrate that the damage was caused by intent or gross negligence by the Contractor.
If the Client is able to demonstrate that he has incurred damage as a result of errors by the Contractor which are attributable to the Contractor, the Contractor shall be liable for such damage to the Client and / or third parties limited to the sum or the sums that will be paid out by the Contractor’s liability insurance.
In the event the Contractor’s liability insurer does not pay out under the insurance, Contractor’s liability for damages or any other compensation with respect to the Client and / or third parties is in any event limited to the invoice value of the Services that caused damage, with a maximum of EUR 20,000.
The exclusions and limitations as referred to in the previous paragraphs of this article will lapse if and in so far as the damage is the consequence of intention or willful recklessness by the Contractor or its company management.
The Client will indemnify the Contractor for any claims by third parties, that are directly or indirectly related to the Services and it will compensate any damages to the Contractor that the Contractor may suffer as a consequence of such claims.
In the case of all Engagements, the Contractor shall be liable up to the amount of the fees for which the Client has been invoiced in respect of the Engagement concerned. In the case of an Engagement covering a period of more than 6 months, liability shall be restricted to a maximum of the amount for which the Client was invoiced for the Engagement in the 3 months prior to the errors being made.

Article 14 – Force Majeure

In the event that the parties fail to perform the obligations under the Engagement, or fail to perform such obligations in good time or properly, as a result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code, such obligations will be suspended until such time as the parties are able to perform them in the agreed manner.
In the event that the situation referred to in paragraph 1 above occurs, the parties shall be entitled to terminate all or part of the Engagement in writing and with immediate effect, without any right to any compensation otherwise existing.

Article 15 – Expiration of claims

Unless otherwise determined in these general terms and conditions, the Client’s rights of claim and other powers vis-à-vis the Contractor in whatever regard in connection with the Contractor’s performance of the work shall in any event expire and / or prescribe one year after the date on which the Client became aware or may reasonably be expected to have become aware of the existence of such rights and powers.

Article 16 – Applicable law and settlement of disputes

Dutch law shall apply exclusively to these Terms and Conditions, as well as to the Engagement. The General Terms and Conditions and the Engagement express and describe Dutch legal concepts in English and not in their original terms. Consequently all words, terms and expressions used herein are construed and interpreted in accordance with Dutch law.
In case of a dispute, the Parties shall first try to reach an amicable arrangement, before starting legal proceedings.

Article 17 – Modification of general terms

These general terms and conditions are issued and published on September 1 2019.
The version of these terms and conditions apply that is valid at the date of the Engagement contract and legal relationship with the Client.