General Terms and Conditions
Article 1: General
1.1 These General Terms and Conditions apply to all assignments given to Turnstone B.V. by a third party (hereafter “Client”) to Turnstone B.V. (hereinafter “Turnstone”), and all legal relationships arising therefrom or related thereto, including follow-up assignments, cost estimates and quotations.
1.2 Amendments of and additions to these General Terms and Conditions are solely valid if these have been explicitly accepted by Turnstone in writing. Such amendments and additions will solely apply to the agreement in question.
1.3 If a provision of these General Terms and Conditions does no longer apply, the other stipulations of these General Terms and Conditions will remain effective. The non-valid provision in question will be replaced by another, valid provision which will come as close as possible to the consequence envisaged by the parties.
1.4 Turnstone, as well as all private persons or legal entities – both those who are connected to Turnstone in any way as well as third parties – who are involved in the execution of any assignment from a client, can invoke these General Terms and Conditions.
1.5 Any general or purchase conditions of the Client are expressly excluded.
Article 2: Establishment of the agreement
2.1 All assignments are deemed to have been granted to Turnstone alone, even if it is the intention that an assignment is carried out by a specific Turnstone employee. The applicability of Sections 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded. Joint liability of the managing directors or employees of Turnstone is excluded.
2.2 An agreement is concluded at the moment upon which Turnstone confirms or actually performs the Client’s order to perform any services. Subject to proof to the contrary, the administrative data of Turnstone are decisive and binding for the content of the agreement and serve as evidence thereof.
2.3 At any time Turnstone will retain the right to refuse an assignment without being required to state the grounds thereto, which will then be notified to the Client as soon as possible.
2.4 All assignments are performed for the benefit of the Client exclusively. Third parties cannot derive any rights therefrom.
Article 3: Execution of the agreement
3.1 Turnstone will execute the agreement carefully and to the best of its ability. The work can expressly not be regarded as a result obligation.
3.2 If and insofar a proper execution of the agreement so requires, Turnstone may engage third parties for the performance of certain work without obtaining prior permission from the Client. If the nature of the work gives cause to do so, the Client will be notified of this. Turnstone will exercise due care in the selection of these parties. Turnstone will not be liable for any damage that is the result of errors and / or shortcomings of third parties.
3.3 Turnstone can make a (client) portal available to the Client as part of its service. In addition to the Terms and Conditions of Use, the Client is at all times fully responsible and liable for each use of that portal, the data stored therein and the use of the authentication tools provided to him or generated by him (such as user name and passwords). Turnstone may assume that a user who identifies himself as the Client by means of the authentication tool is actually that Client or legally represents the Client. The Client is bound to Turnstone to (legal) actions that have been sent with or performed using the portal and / or the authentication means. As soon as the Client becomes aware or has reason to suspect that authentication tools have come into the possession of unauthorized persons or (might) be misused, the Client will immediately notify Turnstone thereof. In addition, the Client must immediately take effective measures to prevent (possible) abuse.
3.4 The Client guarantees the correctness and completeness of the information provided to Turnstone.
3.5 Turnstone will always inform the Client in good time about the maintenance of rights, including the renewal of registrations, deadlines, etcetera. Turnstone will not carry out work on (preliminary) research, submissions, the maintenance of rights and other activities on its own initiative, but will do so only upon receipt of written instructions from the Client.
3.6 The Client is aware that the failure to commence, suspend and / or discontinue the activities by Turnstone may lead to the non-filing or late submission of applications or the lapse of intellectual property rights or similar rights. Turnstone will not be liable for any damage resulting thereof.
3.7 If during the execution of an assignment it transpires that by continuing its execution, a substantial conflict of interest may arise with the assignment of a third Client, Turnstone is entitled to immediately terminate its activities. If the execution of the assignment cannot be terminated without causing damage to the Client, Turnstone will carry out the assignment insofar as necessary to prevent such damage. The work will then be terminated.
Article 4: Fees
4.1 The fees owed by the Client to Turnstone are in euros and exclusive of VAT, shipping costs and any other government levies imposed at the time of the conclusion of the agreement, unless explicitly stated otherwise. The applicable rates can be revised in the interim by Turnstone.
4.2 Any cost estimates are made as well as possible but are without obligation and indicative, unless a fixed price has been expressly agreed.
4.3 (Administrative) fees, fees and other costs of third parties that have to be incurred for the performance of the assignment of the Client are at the expense of the Client.
4.4 Unless otherwise agreed, the fee does not include variable costs (such as exchange rate changes, translations, legalizations etc.) as well as the costs arising from procedures, including in connection with ex officio objections and objections from third parties. These costs are charged separately to the Client.
4.5 Turnstone is entitled to execute the agreement in stages and to invoice the executed stages separately.
Article 5: Payment
5.1 The Client will pay Turnstone’s invoices within 14 days of the invoice date. Late payment immediately leads to the Client’s default.
5.2 Turnstone reserves the right to carry out activities on the basis of advance payment. The activities will be carried out after full payment of the relevant advance bill. The relevant advance payment will be deducted from the final invoice of the assignment, unless otherwise agreed.
5.3 Turnstone can suspend the performance of all activities if the Client is in default in respect of one or more payments or otherwise fails to fulfill its obligations.
5.4 Any complaints about an invoice or the performance to which an invoice relates must be made known to Turnstone within 14 days of the date of the relevant invoice. If Turnstone has not received any complaints within this period, the Client is deemed to recognize the accuracy and chargeability of the invoice.
5.5 Any discount agreements between Turnstone and the Client will become moot in the event of late payment. In such cases the standard rates of Turnstone will apply.
5.6 If the Client fails to pay in time, the Client is legally in default. The Client shall owe interest of 1.5% per month from the moment of default on the due amount, unless the statutory interest is higher, in which case the statutory interest rate shall apply.
5.7 In the case Turnstone has to proceed with taking collection measures, the full judicial and extrajudicial costs are for the account of the Client.
Article 6: Liability
6.1 If during the performance of an assignment an event – including an omission – occurs, which leads to liability, this liability will be limited to the amount or amounts granted by the professional liability insurance taken out by Turnstone, plus the deductible excess that Turnstone bears under that insurance. If damage is caused to persons or property by or in connection with the execution of an assignment or otherwise, for which Turnstone is liable, this liability shall be limited to the amount or amounts to which the general liability insurance (GL) taken out by Turnstone is entitled, plus the deductible excess that Turnstone bears under that GL.
6.2 Turnstone is not liable for shortcomings of any third parties, regardless of whether or not these have been engaged by Turnstone.
6.3 Any liability claim against Turnstone lapses after one year from the day on which the Client was aware of the damage causing the omission and the damage caused, or the day on which the Client could reasonably have been aware of same.
Article 7: Force Majeure
7.1 Turnstone may suspend its activities in a situation of force majeure. In case of a permanent force majeure, Turnstone is entitled to terminate the agreement in whole or in part. In that case, Turnstone is not obliged to pay any compensation or penalty.
7.2 The Client remains obliged to pay Turnstone for all work that has been carried out before the aforementioned situation of force majeure has arisen.
Article 8: Duration and termination
8.1 The agreement between Turnstone and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
8.2 Turnstone has the right, without notice of default and / or judicial intervention, to suspend the agreement with the Client or to terminate it with immediate effect if one of the following situations occurs at the Client: (a) bankruptcy, moratorium on payment, debt restructuring; (b) complete or partial discontinuation of the activities; (c) lack of, belated incomplete fulfillment of the Client’s obligations towards Turnstone, or a situation in which Turnstone has good grounds to fear that any of the aforementioned will occur.
8.3 The Client will inform Turnstone immediately if one of the above-mentioned situations occurs. In that case Client will remain under the obligation to pay all financial obligations towards Turnstone. The claims of Turnstone are due immediately.
8.4 Turnstone also reserves the right to request security for compliance with the payment obligations.
Article 9: Intellectual Property Rights
9.1 Turnstone reserves all rights to the existing and future models, databases, software programs and other intellectual property objects that it has developed in the context of an agreement, unless expressly agreed otherwise with the Client. Turnstone has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the notice of third parties.
Article 10: Applicable law and competent court
10.1 Dutch law applies to all legal relationships between Turnstone and Client. Disputes will be submitted exclusively to the competent court in Amsterdam.
Article 11: Textual differences Dutch and English
11.1 In the event of differences between the Dutch and English texts of these General Terms and Conditions, the Dutch text will be binding.