General Terms and Conditions of Neortus Consulting B.V.

1) General

1.1. In these terms and conditions, the following terms shall be understood to have the following meanings: General Terms and Conditions: these general terms and conditions. These are available for inspection at the offices of Neortus Consulting B.V. and its subsidiaries (hereafter Neortus Consulting B.V.) at Mr. Treublaan 7 (1097DP), Amsterdam and may be found at

1.2. Neortus Consulting B.V. is a private limited liability company, registered at the Chamber of Commerce in Amsterdam under number 8981350.

1.3. Customer is understood to mean: the (potential) buyer that uses or wishes to use Neortus’s services and/or products.

2) Applicability of the General Terms and Conditions

2.1. These General Terms and Conditions apply to:

  • all offers of and agreements concluded with or to be concluded with Neortus Consulting B.V., including those concluded electronically, regardless of the town or city of residence or registration of the contracting parties and regardless of where the agreement is concluded or executed.
  • all companies with which Neortus Consulting B.V. has or has had a management agreement including their managers and shareholders;
  • all staff, former staff, and others who are working for or who have worked for Neortus Consulting B.V. in whatsoever way, or who are or have had connections with or who are or have been in the service of Neortus Consulting B.V. and their heirs.

2.2. Deviations from and additions to these general terms and conditions shall only be valid if they have been agreed to by parties in writing.

2.3. The applicability of the customer’s terms and conditions is excluded. Customer’s terms and conditions shall only apply if and insofar as these have been explicitly accepted in writing by Neortus.

2.4. If one or more provisions in these general terms and conditions are invalid or nullified, the remaining provisions shall continue to apply in full. In that case, Neortus and the customer shall consult as soon as possible in order to agree on one or more new provisions to replace the provision or provisions that are invalid or nullified, wherever possible taking due account of the object and scope of the invalid or nullified provisions.

3) Offers and agreements

3.1. Offers and orders shall only be binding for Neortus if and insofar as these have been confirmed by it in writing or electronically (online, by e-mail) or by fax. All offers are without engagement, even if these stipulate a term for acceptance. If an offer without engagement is accepted by the customer, Neortus nevertheless retains the right to revoke its offer within 7 (seven) workdays after the acceptance of the offer has been received.

3.2. The prices stated in a quotation or in an offer are exclusive of VAT and other levies, including government levies, within the context of expenses within the scope of the agreement including travel and accommodation expenses, shipping, and administrative charges.

3.3. Neortus is not bound by its quotations or offers if the customer may reasonably understand that these contain an obvious error or slip.

3.4. Unless agreed otherwise, offers and quotations made by Neortus are valid for 30 (thirty) days, after which they shall expire.

3.5. Any changes desired by the customer to orders that have been placed and confirmed must be submitted to Neortus in writing only. They may lead to changes in delivery dates and payment obligations.

3.6. Neortus may dissolve the agreement with the customer forthwith if the customer enters into liquidation, applies for suspension of payments, is filed for bankruptcy or if its company is fully or partly transferred, dissolved, or closed.

3.7. Neortus may dissolve the agreement with the customer forthwith if the customer acts contrary to one or more of the contract terms.

3.8. If the agreement is dissolved under Article 3.6 or 3.7, there is no right to a refund of amounts already paid nor to discharge in relation to amounts still payable under the agreement. Neortus reserves the right to demand the full compliance of the customer with its contractual payment obligations or the payment of compensatory damages.

4) Contract term, execution, price changes

4.1. If a term has been agreed for the execution of the work or the delivery of products, this term shall never be understood to be a deadline. If a term is exceeded, the customer must send Neortus a written notice of default. This notice should grant Neortus a reasonable term within which it may still comply.

4.2. Neortus has the right to have the work performed by third parties. The applicability of Articles 7:404 and 7:409 of the Dutch Civil Code is expressly excluded.

4.3. If within the scope of the order, Neortus performs work at a location indicated by the customer, the customer shall arrange, free of charge, for the availability of the facilities reasonably requested by Neortus staff.

4.4. Delivery is made at the company. The customer is required to accept the products when these are made available to it. If the customer refuses to accept the products or fails to provide the information needed for delivery to be made, Neortus will be entitled to store the products for the account and risk of the customer. The risk of loss, damage, or value reduction transfers to the customer when the products are made available to it.

4.5. Neortus is entitled to execute the agreement in several phases and to invoice these separately.

4.6. If the agreement is executed in phases, Neortus may suspend the execution of a consecutive phase until the previous phase has been approved by the customer in writing.

4.7. The customer shall make all the information needed for the execution of the agreement available to Neortus in a timely fashion. If the customer is in default, Neortus is authorized to suspend the execution of the agreement or to charge the additional costs due to the delay to the customer. The execution term shall not commence until the customer has made all the information available to Neortus.

5) Retention of title and rights

5.1. All products delivered to the customer remain the property of Neortus until all amounts payable under the agreement concluded between the parties have been paid in full to Neortus.

5.2. A customer acting as a reseller shall be allowed to sell and deliver all products that are subject to the retention of title of Neortus insofar as such is customary within the context of the usual business operations of its company. Neortus continues to own the new products until the customer has paid the amount due in full.

5.3. Rights, including usage rights, shall be granted or transferred to the customer where appropriate subject to the condition that the customer has paid all amounts due under the agreement concluded between the parties in full. If, when granting a usage right, a periodic payment obligation on the part of the customer has been agreed, the customer may exercise this usage right as long as the customer fulfills its periodic payment obligation.

5.4. Neortus may keep equipment, products, proprietary rights, information, documents, software, databases, and (interim) results of Neortus work received or generated within the scope of the agreement despite an obligation to issue or deliver, until the customer has paid all amounts owing to Neortus.

6) Intellectual property rights and usage rights

6.1. If Neortus is willing to commit itself to transfer an intellectual property right, such a commitment may only be entered into in writing. If the parties agree in writing that an intellectual property right in respect of specific software, equipment, website, databases, or other materials developed by the customer will transfer to the customer, such shall not affect the right or the ability of Neortus to use and/or to exploit the components, general principles, ideas, designs, algorithms, documentation, work, programming languages, protocols, standards, and the like underlying this development, without any restrictions, for other purposes, whether for themselves or for third parties. Nor shall the transfer of an intellectual property right affect the right of Neortus to produce developments for itself or for a third party that are similar to or that are derived from those developments produced for the customer.

6.2. All intellectual property rights based on software, websites, databases, equipment, or other materials such as analyses, designs, documentation, reports, offers, as well as preparatory material that are developed or made available to the customer under the agreement belong exclusively to Neortus, its licensees, or its suppliers unless explicitly agreed otherwise in writing. The customer only receives the usage rights expressly granted under these general terms and conditions or by law. A usage right accruing to the customer is non-exclusive, non-transferable to third parties, and non-sublicensable.

6.3. The customer is not allowed to remove or change any descriptions concerning the confidential nature of or concerning copyrights, trademarks, trade names, or any other intellectual property rights from or in the software, websites, databases, equipment, or materials.

6.4. You also agree to not copy or distribute any of the stories, videos, interviews, or photographs contained within the services, in whole or part, without prior concern from Neortus.

6.5. Even if the agreement does not explicitly provide for such authority, Neortus is permitted to protect the software, hardware, databases, websites, and the like using technical measures in connection with an agreed restriction in the substance or the duration of the right to use these objects. The customer is never allowed to remove or circumvent such technical measures or to issue instructions for this.

7) Privacy, data processing, and security

7.1. If the customer considers such important for the execution of the agreement, the customer will, upon request, inform Neortus forthwith in writing as to how the customer fulfills its obligations under the data protection legislation.

7.2. The customer indemnifies Neortus for claims filed by persons whose personal data are recorded or processed in the framework of a register of persons held by the customer or for which the customer is responsible under the law or otherwise unless the customer proves that by the facts underlying the claim can only be attributed to Neortus.

7.3. The responsibility for data processed using a service provided by Neortus lies exclusively with the customer. The customer shall guarantee the supplier that the content, use, and/or processing of the data are not illegal and do not infringe any third-party rights. The customer indemnifies Neortus against claims by third parties, on any grounds whatsoever, in connection with these data or the execution of the agreement.

7.4. If Neortus is obliged under the agreement to provide some form of information security, the security shall meet the specifications for security as agreed in writing between the parties.

7.5. If during the execution of the agreement or otherwise use is made of computer data or telecommunications facilities, Neortus is authorized to assign and/or modify the customer’s access and identification codes. Neortus will handle the access and identification codes confidentially and carefully and will only disclose these to authorized personnel.

7.6. If during the agreement, Neortus has to process personal data for the purpose of the Customer, the PROCESSING OF PERSONAL DATA agreement is required. In that case, these conditions will be an integral part of these General Conditions.

8) Prices and payment

8.1. All prices are exclusive of value-added tax (VAT) and other government levies that are or will be imposed. Unless agreed otherwise, all prices are in euros, and the customer should always pay prices in euros.

8.2. No price statement other than that agreed in writing between Neortus and the customer is binding.

8.3. In the event of non-timely payment, Neortus may suspend or prematurely terminate its deliveries and services, without prejudicing the customer’s obligation to pay in full.

8.4. Neortus has the authority to make interim adjustments to its prices and rates if during the term of the agreement there is a change in Neortus’s costs, as a result of any provision in a collective agreement, law, decree, or decision issued by (semi)government (including foreign governments). The foregoing also applies if such cost-increasing circumstances arise outside Neortus’s sphere of influence that, in all reasonableness, Neortus can no longer be expected to maintain the agreed price. In the event of an interim increase, Neortus shall notify the customer at least 30 (thirty) days in advance.

8.5. If the customer fails to pay the amounts due or fails to pay these on time, statutory interest is payable on the amount due by the customer without any warning or notice of default being required. If after receiving a warning or notice of default, the customer still fails to pay, Neortus may engage another party to collect the claim, in which case, in addition to the amount due, all judicial and extrajudicial costs shall be payable by the customer, including any fees charged by external experts.

8.6. The customer is not entitled to set off any pretense claim.

8.7. Objections to the amount of an invoice shall not justify the customer in not paying or in suspending payment of amounts due. In the event of default by the customer, all costs incurred in obtaining payment out of court shall be payable by the customer. All judicial and execution costs incurred, if any, shall be for the customer’s account. Interest is also payable by the customer on collection charges.

8.8. If the customer is composed of several natural persons and/or legal entities, each of the persons/entities is jointly and severally liable in relation to payments due under the agreement.

8.9. In respect of the services provided by the customer and the amounts payable for these by the customer, the relevant documents and information from the administration or systems of Neortus shall provide full proof, without prejudice to the right of the customer to supply proof to the contrary. 

9) Force majeure and/or exceptional circumstances

9.1. Force majeure is understood to be a failure that cannot be attributed to Neortus either under law or according to the generally accepted standards. This also includes cases in which Neortus is unable to comply due to a failure or carelessness on the part of third parties, whether or not such is culpable. Force majeure is understood to include: operational failure or interruption of any kind regardless of how they come about, delayed or late delivery by suppliers of Neortus, including problems with transportation.

9.2. Neortus may invoke force majeure if its compliance is prevented due to any of the aforementioned circumstances. Neortus’s obligations shall be suspended for the duration of the force majeure. If the suspension continues in excess of 90 (ninety) calendar days, each party is authorized to dissolve the agreement fully or in part, without having to pay compensation.

9.3. If, when the force majeure starts, Neortus has fulfilled part of its obligations, it is entitled to invoice the goods delivered or work performed or the goods ready to be delivered separately. The customer shall pay this invoice as if it were a separate agreement.

10) Complaints

The customer must report complaints no later than 5 (five) workdays after these are observed in writing or by e-mail or fax, stating reasons, to Neortus. After the expiry of this term, Neortus shall be deemed to have complied in full. Neortus shall process complaints received on time with due care and shall notify the customer as soon as possible about the findings and possible solutions.

11) Liability

11.1. Neortus’s total liability on account of an attributable failure in the performance of an agreement or on any other account shall be limited to direct damage up to the amount invoiced to the client for the services or goods delivered at the time of the event causing the damage. In any event, Neortus shall not be liable for any amount in excess of the insured amount paid by its professional liability insurer or data-risk insurer.

11.2 Neortus accepts no liability for any damage whatsoever arising from force majeure/special circumstances.

11.3 The client shall indemnify Neortus against all claims for compensation from third parties concerning damage that in any way results from the unlawful or negligent use of goods (including information/documents/data) and services provided by Neortus to the client.

11.4 Neortus bears no liability for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to any interruption in business operations, damage as a result of claims from clients.

11.5 Neortus bears no liability for any damage caused by the engagement of third parties. Nor shall it bear liability for the application and use of third-party software applications or external software tools/applications by its Client.

11.6 The aforementioned does not apply if the damage is the result of deliberate recklessness on the part of Neortus management.

11.7 Unless performance by Neortus is permanently impossible, Neortus’s liability for attributable failure in the performance of an agreement will only arise if the client immediately declares Neortus in default in writing, while setting a reasonable time period to remedy the failure, and Neortus continues to fail attributable to perform its obligations after that period. The notice of default must contain the most complete and detailed description of the failure as possible in order to enable Neortus to respond adequately.

11.8 The creation of any right to compensation shall at all times be contingent on the client reporting the damage in writing to Neortus as soon as possible after it has occurred.

12) Diverse

12.1. If Neortus allows deviations from these terms and conditions, whether or not tacitly, for a short or longer period of time, such shall not affect its right to require strict compliance. The customer can never derive any right if Neortus deviates from these conditions.

12.2. Neortus has the right to modify these general terms and conditions from time to time.

13) Disputes

All agreements concluded with Neortus are governed exclusively by Dutch law, also in the pre-contract phase. Disputes between Neortus and the customer shall be heard exclusively by the competent court in Amsterdam.