Terms & Conditions

TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY THE CRW

Registered at the Chamber of Commerce for Amsterdam
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ARTICLE 1. GENERAL
In these general terms and conditions, the following terms are understood to mean:"Client": the counterparty of The CRW B.V. in an agreement as referred to in Article 2.1; "Service Provider": The CRW B.V., registered with the Chamber of Commerce under number 92409814, located in Amsterdam (hereinafter referred to as "The CRW").All assignments are exclusively accepted and carried out by The CRW.
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ARTICLE 2. APPLICABILITY
These general terms and conditions apply to all offers, quotations, and agreements aimed at carrying out work (hereinafter: the "Agreement") made or entered into by The CRW or its legal successors. Deviations from these conditions are only valid if and to the extent that The CRW has expressly and in writing confirmed them to the Client. If any provision of these general terms and conditions or of the Agreement is or becomes invalid or is annulled, the Agreement will remain in force as much as possible, and the relevant provision will be replaced by a provision that reflects the intention of the original provision as closely as possible.
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ARTICLE 3. FORMATION OF AGREEMENT
The Agreement comes into effect when The CRW receives a signed quotation from the Client or when The CRW has started the execution of the assignment. After the formation of the Agreement, any accepted orders and additional agreements, changes, or commitments made under an Agreement, whether oral or written, by The CRW's personnel are not binding unless confirmed in writing by The CRW to the Client. In case circumstances arise during the execution of an Agreement that may (threaten to) impede its proper execution, the necessary measures will be taken in mutual consultation to ensure uninterrupted progress. The formation of the Agreement renders all previous agreements between the parties null and void.
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ARTICLE 4. DATA AND INFORMATION
The CRW is only obligated to (further) execute the Agreement if the Client has returned the signed quotation sent by The CRW and provided all requested data and information to The CRW in the form and manner desired by The CRW. Extra costs incurred due to the Client not providing the requested data or information, not providing it in a timely manner, or not providing it properly are borne by the Client. The Client is obligated to promptly inform The CRW of facts and circumstances that may be relevant to the execution of the Agreement. The Client is responsible for the accuracy, completeness, and reliability of the data and information provided to The CRW, either directly or on behalf of the Client.

ARTICLE 5. EXECUTION OF THE ASSIGNMENT
The CRW determines the manner in which and by whom the Agreement is executed, taking into account the Client's expressed wishes as much as possible. The CRW will carry out the activities to the best of its knowledge and ability; however, The CRW cannot guarantee the achievement of any intended result. Deadlines for the completion of activities are only firm if expressly agreed upon in writing. All items purchased by The CRW on behalf of a Client in connection with an Agreement are the property of The CRW, whether they are purchased at the expense of The CRW or at the expense of the Client. If deemed necessary by The CRW, a coordinator is appointed for an assignment. The coordinator's task is to supervise other individuals engaged by The CRW and their activities. The coordinator does not provide instructions to these individuals regarding the (manner of) execution of the assignment. The CRW quotation will indicate whether a coordinator is engaged for the specific assignment. All visual material, in the broadest sense of the word, created during or in connection with an assignment involving individuals engaged by The CRW is the property of The CRW and may only be used by the Client for internal purposes, unless The CRW expressly grants prior written consent for other use. The Client will ensure that third parties also do not use such visual material.

ARTICLE 6. INTERIM CHANGES
Changes to the Agreement may occur either because it is deemed necessary for the careful execution of the Agreement or because the parties agree during the course of the Agreement that the approach, method, or scope of the Agreement and/or the resulting activities need to be changed or expanded. Changes to the Agreement at the request of the Client can only take place after The CRW has expressly agreed to them in writing (by email or letter). If the interim change affects the agreed-upon fee or expense reimbursements, The CRW will inform the Client as soon as possible. If an interim change in the Agreement or execution, whether or not caused by the Client, leads to additional work, it will be confirmed to the Client as a supplementary Agreement or assignment under the Agreement.

ARTICLE 7. PRICES
The Client owes The CRW a fee and reimbursement of incurred costs in accordance with the customary rates at The CRW and/or as specified in the signed quotation. Unless otherwise agreed, the price of the Agreement is calculated based on the hourly rate of the personnel engaged by The CRW for the execution of the Agreement. An agreed hourly rate is exclusive of VAT and excludes agency fees and project costs. All costs will be specified in the quotation. The prices stated in the quotation are calculated based on the estimated hours provided by the Client in advance. If the actual number of hours worked is greater than this estimate, the Client will be liable for the actual number of hours worked. The quotation will indicate whether travel hours, travel and accommodation costs, and other assignment-related costs are included in the hourly rates and cost estimates. The Client is obligated to pay The CRW for at least four hours per day per person engaged by The CRW for the Client's assignment, regardless of the actual number of hours worked by the respective individual. The Client pays one additional hour for a coordinator compared to other individuals engaged by The CRW for the assignment, as compensation for, among other things, the preparation and handling of the assignment.
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ARTICLE 8. PAYMENT
Payment must be made in EUROs without any deduction, discount, or setoff by deposit or transfer to the bank or giro account indicated on the invoice within 30 days of the invoice date. If the Client has not paid within the aforementioned period, The CRW is entitled to charge the Client the statutory interest without further notice and without prejudice to other rights of The CRW, from the due date until the date of full payment. All extrajudicial costs incurred by The CRW in connection with the collection of a claim on the Client are at the expense of the Client. The CRW reserves the right to demand full or partial advance payment and/or security from the Client, even during the execution of an Agreement. In the absence of payment or security, The CRW is entitled to suspend the performance of its obligations. Payments made by the Client always serve to settle firstly all due interest and costs and secondly the invoices that have been outstanding the longest.
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ARTICLE 9. TERMINATION
9.1 The CRW can unilaterally terminate the Agreement at any time if The CRW believes that the execution of the assignment can no longer take place in accordance with the Agreement. The CRW will communicate this in writing and with motivation to the Client. In this case, The CRW is not obliged to any compensation.
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ARTICLE 10. CANCELLATION OF AN ASSIGNMENT
In the event of cancellation by the Client of an Agreement, a percentage of 50% of the amount stated in the accepted quotation by The CRW will be charged. In the case of termination on the first day of the assignment or in the event of interim termination by the Client of an Agreement, the entire amount of the accepted quotation by The CRW will be charged.
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ARTICLE 11. FORCE MAJEURE
Force majeure in these general terms and conditions is understood, among other things, as all external causes, foreseen or unforeseen, over which The CRW cannot exert influence but which prevent The CRW from fulfilling its obligations. During force majeure, both parties are authorized to terminate the Agreement without any obligation for compensation.
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ARTICLE 12. COMPLAINTS
Any complaints regarding work performed or the invoice amount must be made to The CRW in writing within 30 days of the date the work was performed or within 30 days of the invoice date, on pain of forfeiture of all claims. A complaint does not suspend the Client's payment obligation unless The CRW has informed the Client that it considers the complaint justified. In the case of a justified complaint, The CRW has the choice between adjusting the invoiced fee or, if possible, re-performing the relevant activities.
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ARTICLE 13. LIABILITY
The CRW is liable to the Client for a failure in the execution of the Agreement insofar as the failure consists of a failure to observe the care and expertise that can be expected in the execution of the Agreement. However, The CRW is not liable for:Damage incurred by the Client or third parties as a result of the provision of incorrect or incomplete data and/or information by the Client to The CRW, or damage otherwise resulting from an act or omission by the Client; Damage incurred by the Client or third parties as a result of an act or omission of auxiliary persons engaged by The CRW; Business, indirect, or consequential damage incurred by the Client or third parties.The exclusions of liability mentioned in the first paragraph do not apply insofar as the damage is the result of intent or gross negligence on the part of The CRW. The liability of The CRW is limited to the amount paid out under the insurance in the relevant case. If and insofar as no payment is made, any liability is limited to the amount of the fee received by The CRW for the relevant assignment under an Agreement. The Client is obliged to indemnify and hold The CRW harmless for all third-party claims arising from or related to the activities of The CRW for the Client, except to the extent that these claims result from the intent or gross negligence of The CRW.

ARTICLE 14. NON-COMPETE CLAUSE
The Client is not allowed to approach, hire, or employ (as an employee) a person hired through The CRW within 12 months after the Agreement without obtaining prior written consent from The CRW and paying The CRW a recruitment and selection fee of 2,500.00 euros excluding VAT. For each violation by the Client of the provisions in Article 14.1, the Client will incur a immediately payable penalty of 400.00 euros for each day the violation continues, plus 2,500.00 euros recruitment and selection fee. This does not require a summons, default notice, or judicial intervention and is immediately payable.
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ARTICLE 15. APPLICABLE LAW AND JURISDICTION
Dutch law applies to all agreements to which these general terms and conditions apply in whole or in part. All disputes arising from or related to the Agreement are, insofar as mandatory legal provisions do not oppose this, exclusively submitted to the competent court in Amsterdam. All assignments are limited and executed exclusively by The CRW.