General
terms and conditions of:
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SpeQ
Reports
2e
Blokweg 12-A
7681
GR Vroomshoop
The
Registration number Chamber of
Commerce for Oost Nederland: 08139529
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SECTION 1: APPLICABILITY
1.
These terms and conditions apply
to all offers and to all agreements regarding an assignment and/or conducting
work activities, including all agreements concerning the production of written
recommendations, documents, reports, analyses, et cetera, on the part of SpeQ
Reports, established in Vroomshoop, hereinafter called “SpeQ Reports”.
2.
The commissioning party/buyer is
to be referred to as “the other party” in the remainder of this document.
3.
In those cases when these terms
and conditions refer to written recommendations, documents, reports, analyses,
et cetera, then this is also understood to mean any work that has been recorded
on other media, such as computer disks, CD-Roms, disks or any other type of data-carrier.
The dispatch of said written recommendations, documents, reports, analyses, et
cetera, can be realised by means of regular mail, e-mail, fax or some other
form of transfer, unless the parties explicitly agree otherwise in writing.
4.
Any terms and conditions to the
contrary will only make up part of the agreement as entered into by the parties
if and insofar as these have been explicitly agreed upon by both parties in
writing.
5.
If the other party accepts and
keeps an offer or a confirmation of an assignment that refers to these terms
and conditions without any further comment, then this will mean that the other
party agrees with the applicability of the terms and conditions.
6.
The fact that (part of) a
stipulation in these general terms and conditions does not apply does not
affect the applicability of the remaining stipulations.
1. Agreements will not
become binding prior to the written confirmation on the part of SpeQ Reports.
2. Any
supplements or changes to the general terms and conditions or any other changes
or supplements to the agreement will not become binding prior to the written
confirmation on the part of SpeQ Reports.
3. The
agreement is to specify the content of the assignment and/or work activities
and, as far as possible, the duration of the assignment and/or work activities,
as well as the commencement date and – if possible – the end date of the
assignment and/or work activities.
1. All proposals,
offers, price lists, delivery times, et cetera, are without obligation, unless
they include a period for acceptance. If a proposal and/or offer contains a
tender without obligation and this tender is accepted by the other party, then
SpeQ Reports has the right to withdraw the tender within two working days after
having receive a notice of acceptance.
2. All of the prices
stated in proposals, offers, price lists, et cetera, are exclusive of VAT, any
other levies as stipulated by the authorities and any expenses to be incurred
within the scope of the agreement, including the costs of travelling and
accommodation and any administrative costs and costs of shipping, unless
otherwise agreed upon in writing.
3. In the event that
the government and/or collective industrial organisations introduce changes to
the wages, terms of employment, social insurance, et cetera, between the date
upon which the agreement is concluded and the realisation of the agreement,
then SpeQ Reports has the right to pass the increases on to the other party. In
the event that SpeQ Reports and/or a supplier issues a new price list that
comes into effect during the period between the two afore-mentioned dates, then
SpeQ Reports has the right to charge the other party based on the new prices.
4. Any
leaflets as shown/provided by SpeQ Reports, as well as any examples of
analyses, software, models, illustrations and descriptions in proposals,
prospectuses, catalogues, minor details and promotional materials, et cetera,
as well as any other information provided by SpeQ Reports, are as accurate as
possible yet only serve as indications. No rights can be derived from the
materials referred to above unless otherwise agreed upon by the parties
explicitly and in writing.
5.
The items
referred to in the sub-section above will at all times remain the property of
SpeQ Reports, unless otherwise agreed upon by the parties explicitly and in
writing. These items are to be immediately returned SpeQ Reports upon request.
They are not to be reproduced and/or made available to third parties for
inspection without the written permission of SpeQ Reports.
6. Any
changes to an assignment that has already been provided in writing must also be
provided in writing and must include a clear description of the changes
concerned. Changes will not become binding for SpeQ Reports until after SpeQ
Reports has confirmed these in writing. That stated in sub-section 6 of section
6 of these terms and conditions applies by analogy.
7.
All of the costs that could not
be foreseen upon drawing up the proposal and that are the result of changes to
the assignment at the initiative of the other party will be passed on to the
other party.
SECTION 4: CALLING IN THIRD
PARTIES
1. SpeQ
Reports is authorised to call upon third parties for the purpose of realising
that which has been agreed upon.
2. If
it proves necessary to have the third parties as referred to in the above
sub-section carry out work activities at the location of the other party and/or
at some location as designated by the other party, then the other party is see
to the facilities that these third parties may, in reasonableness, desire. SpeQ
Reports and/or these third parties will not be charged any additional costs in
this respect.
SECTION 5: DELIVERY AND TERMS OF
DELIVERY
1. The
specified terms within which work activities are to be completed and/or items
are to be delivered cannot under any circumstances be considered a deadline,
unless explicitly otherwise agreed upon. SpeQ Reports must therefore be
declared to be in default in writing in the event of the overdue delivery of
the work activities and/or items.
2. If
the delivery and/or realisation of the work activities and/or items are to be
carried out in phases, then each phase will be considered a separate
transaction and can be invoiced accordingly. SpeQ Reports has the right to
postpone the execution of a phase until the other party has approved the
results of the previous phase in writing.
3. In
the event that it proves not to be possible to deliver the recommendations,
documents, reports, analyses, et cetera, to the other party, and/or to conduct
the work activities as agreed upon as a result of a circumstance of the other
party, SpeQ Reports reserves the right to store said documents at the expense
and risk of the other party. SpeQ Reports is to inform the other party in
writing of said storage and/or the impediment of the realisation of the work
activities that are to be conducted and is to also specify in that respect a
reasonable term within which the other party is to enable SpeQ Reports to
resume the work activities and/or to supply the recommendations, documents,
reports, analyses, et cetera.
4. In
the event that the other party remains in default regarding the compliance to
its obligations, even after the expiry of the reasonable term as designated by
SpeQ Reports as referred to in the previous sub-section of this section, then
the other party will be in breach of the agreement by the mere lapse of 1 (a
single) month, beginning on the date of the storage and/or impediment with
respect to the realisation of the work activities and SpeQ Reports will have
the right to terminate the agreement, either entirely or partially, in writing
and with immediate effect, without prior or further notice of default, without
judicial intervention and without there being any obligation to provide compensation
for damages costs or interest. SpeQ Reports will in such cases be authorised to
destroy all of the recommendations, documents, reports, designs, et cetera.
5. That
stated in the above sub-section does not affect the obligation on the part of
the other party to pay the price as stipulated and/or due, as well as any costs
of storage or other costs.
6. With
respect to the financial obligations of the other party, SpeQ Reports is
authorised to demand that the other party provides surety and/or makes payments
in advance prior to delivering items and/or commencing with the work activities
concerned. SpeQ Reports is at all times authorised to postpone the realisation
of the agreement until the surety as demanded has been provided.
1.
SpeQ Reports is obligated to
comply with the agreement in a professional and careful manner. This on the
basis of the state of the art that then applies.
2.
SpeQ Reports, possibly in mutual
consultation with the other party, is to determine how the agreement is to be
carried out.
3.
If the deliveries and/or the
work activities cannot be take place normally or without interruption due to
causes that are no fault of SpeQ Reports, because certain information is not
made available, for example, then SpeQ Reports has the right to charge any
resulting costs to the other party.
4.
In the
event that it is found during the realisation that the work activities as
accepted by SpeQ Reports cannot be realised, this due either to circumstances
not known to SpeQ Reports or to whatever reason beyond the control of SpeQ
Reports, then SpeQ Reports has the right to demand that the assignment
concerned be adjusted such that the realisation of the assignment is once again
possible, except in the case that this will not under any circumstances be
possible due to the unknown circumstances concerned or the circumstances beyond
one’s control. SpeQ Reports will in such cases be entitled to full compensation
for the work activities that it has already carried out.
5.
All of the expenses incurred by
SpeQ Reports at the request of the other party will be totally at the expense
of the last-mentioned party, unless otherwise agreed upon in writing.
6.
In the event that additional and/or extra work
activities that fall outside the scope of that agreed upon are to be conducted
(contract extras), then SpeQ Reports will inform the other party of such in
writing and will at that time also specify the (extra) costs concerned. Any
contract extras are to be mutually agreed upon between SpeQ Reports and the
other party in writing.
7.
If SpeQ Reports initially sends
the other party a draft version regarding the recommendations, documents,
reports, analyses, et cetera, that it is to produce, then the other party will
subsequently inspect this draft version and inform SpeQ Reports of its
remarks/comments as soon as possible. SpeQ Reports will then adjust the draft
version if necessary. A second draft version will be supplied at the request of
the other party. Upon presenting or dispatching the final version of the
recommendations, documents, reports, analyses, et cetera, produced, SpeQ
Reports has the right to request that the other party to initial a copy for
approval, page for page if required, and/or to sign as correct a statement
regarding the delivery of the adjusted definitive version. If SpeQ Reports has
requested in writing that the other party sign a statement of approval,
irrespective of the manner in which such is to occur, then the other party will
not be allowed to use the recommendations, documents, reports, analyses, et
cetera, until the written approval has been returned to SpeQ Reports.
SECTION 7: SUPPLY OF DATA
1.
The other party is obligated to
provide all of the data that SpeQ Reports, in its opinion, requires if it is to
be able to adequately realise the agreement, this in the form desired and at a
time to be determined at a later date.
2.
SpeQ Reports reserves the right
to postpone the realisation of the agreement until that time that the other
party complies with the obligation as referred to in the previous sub-section.
3.
The other party is to ensure
that the data supplied is correct and complete. The other party indemnifies
SpeQ Reports for any consequences that may be the result of the fact that the
data is not correct and/or not complete.
4.
In any event in which the other
party provides SpeQ Reports with information carriers, electronic files,
software, et cetera, the other party guarantees that these do not contain any
viruses and/or defects.
5.
The other party will inform SpeQ
Reports of any developments that come about in its organisation that are or may
be relevant to the realisation of the agreement and that may be relevant where
it concerns granting supplementary and/or new assignments.
6.
SpeQ Reports will at all times
observe confidentiality with respect to the data that is supplied by the other
party and will not make this data available to third parties without the
permission of the other party.
SECTION 8: CONFIDENTIAL INFORMATION
1. Both
parties are obligated towards one another to observe confidentiality with
respect to all of the information provided within the scope of concluding and
realising the agreement and/or information of which it can be concluded that
the parties know (or should have assumed) that it should be considered and
treated as confidential. This unless one of the parties is obligated pursuant
to the law, a statutory regulation and/or a court ruling to provide the
information referred to above to a third party and said party is not able to
appeal to the right of non-disclosure, either based on the law or on a court
ruling.
2. Each
of parties to the agreement is to take all reasonable measures required in
order to guarantee the secrecy of all of the information from the other party
that is confidential in nature.
3. Both parties
guarantee that their own personnel and any other persons involved in the
realisation of the agreement under their supervision will observe the duty of
confidentiality as referred to in this section.
4.
SpeQ Reports bounds itself to
immediately return to the other party any and all of the software, information
carriers and other information that has been made available without delay and
unconditionally within 5 working days after the other party has submitted a
request to that end.
5. SpeQ Reports is permitted
to publish information concerning the services and work activities that it has
carried out, as well as to re-use methods, (partial) analyses, et cetera,
provided this takes place anonymously and in such a way that the privacy of the
other party remains guaranteed.
SECTION 9: RISK REGARDING
STORAGE OF INFORMATION
1.
SpeQ Reports bounds itself to
ensure the proper storage of any data and/or information that is provided by
the other party. Unless the contrary is proven, it will be presumed that SpeQ
Reports has complied with this obligation.
2.
The other party bears the risk
regarding any damage to or loss of data and/or information stored either at
SpeQ Reports or at a third party, unless the damage or loss is attributable to
intention and/or conscious recklessness on the part of SpeQ Reports.
SECTION 10: FEE, COSTS AND
DECLARATIONS
1.
The other party owes SpeQ
Reports a fixed fee as agreed upon between the parties. In the event that no
fixed fee is determined, the fee will be calculated on the basis of the number
of hours spent, this subject to the applicability of the customary hourly rates
of SpeQ Reports that apply during the period in which the work activities are
to be carried out. Such, unless the parties have explicitly agreed otherwise in
writing.
2.
In the event that urgency is
required and/or if the realisation of the agreement requires that work
activities be carried out by SpeQ Reports after 20.00h in the evening and
during the weekend, then SpeQ Reports has the right to charge a special rate.
Unless the parties have explicitly agreed otherwise, the rate for work
activities on Saturday will equal 150% of the fee as agreed upon and 200% of
the fee agreed upon for work activities on Sunday or holidays.
3.
SpeQ Reports has the right to
increase a fee that has been agreed upon if it is found during the realisation
of the agreement that the amount of work as initially agreed upon or as
initially expected by the parties upon entering the agreement proves
insufficient and if this incorrect assessment cannot be attributed to a
shortcoming on the part of SpeQ Reports and it cannot, in reasonableness, be
expected that SpeQ Reports carry out the work activities at the fee as agreed
upon.
4.
Expenses incurred by SpeQ
Reports (out-of-pocket expenses) are also at the expense of the other party.
These costs may include, although not exclusively, shipping costs and
statements of expenses from third parties called upon.
5.
SpeQ Reports has the right to
charge the other party with travelling hours and the costs of travelling.
6.
In the event that an arrangement
for a meeting – including a visit to the offices of SpeQ Reports and/or the
other party as well as a conference call, et cetera – is not (timely) met, then
the other party will be charged for the time that has been reserved for that
purpose based on the customary hourly rates of SpeQ Reports. The overdue
compliance includes, among other things, cancelling a meeting less than 24
hours ahead of time.
7.
Upon concluding a (sub) task,
SpeQ Reports will send the other party a declaration of the costs for the work
activities conducted, this either once per month or once per quarter, unless
explicitly otherwise agreed upon in writing or unless the assignment dictates
otherwise.
8.
The specification of SpeQ
Reports of time spent will be binding in the event of a disagreement regarding
the number of hours spent and/or charged to the other party.
1.
The other party is obligated to
immediately inspect any recommendations, documents, reports, analyses, et
cetera, upon receipt. In the event that the other party detects any errors,
then the other party is to inform SpeQ Reports accordingly within 24 hours and
must then immediately send SpeQ Reports written confirmation. Any other
complaints, including complaints regarding work activities already conducted,
are to be reported to SpeQ Reports per registered mail within 8 days after
having received the recommendations, documents, reports, designs, et cetera,
concerned.
2.
In the event that a complaint as
referred to above is not reported to SpeQ Reports within the appropriate time
period, then the recommendations, documents, reports, analyses, et cetera,
concerned will be considered to have been received in the proper state and the
work activities will be considered to have been conducted correctly.
3. Submitted complaints
do not suspend the other party’s obligation to meet payments.
4. SpeQ Reports is to
be given the opportunity to investigate a complaint.
5.
In the event that
that which has been delivered proves to require adjusting on the basis of
something other than that stated in section 12, sub-section 4, then the
adjustment concerned can only be realised at the expense and risk of SpeQ
Reports if SpeQ Reports explicitly agrees to this beforehand in writing.
6.
Any damages concerned in the
event of a rightful complaint will be settled in accordance with that stated in
section 12.
SECTION 12: LIABILITY
1.
SpeQ Reports is to fulfil its task in a manner as can
be expected of a company in its line of business, yet it accepts no liability
whatsoever for damages, including consequential loss, direct trading loss, loss
of profits and/or costs of discontinuation of operations, that are the result
of acts or omissions on its part, on the part of its personnel and/or on the
part of third parties that SpeQ Reports has called upon, except in the case of
intent and/or deliberate recklessness on the part of the management and/or
executive personnel.
2.
The liability of SpeQ Reports –
on whatever grounds – is limited to the net price of the work activities that
have been carried out, this without prejudice to that stated in the previous
sub-sections of this section. Compliance with this guarantee is considered the
only full compensation to apply.
3. Without
prejudice to that stated in the previous sub-section of this section, SpeQ
Reports will not in any case be obligated to pay damages in an amount that
exceeds the sum insured, insofar as the damages are covered by insurance as
taken out by SpeQ Reports.
4. Without
prejudice to that which is stated in the sub-sections 2 and 3 of this section,
SpeQ Reports will not in any case be obligated to pay damages in an amount that
exceeds € 5,000. =.
5. In the event that the recommendations, documents,
analyses, et cetera, supplied prove to contain errors, inadequacies and/or
defects and the other party has reported these to SpeQ Reports in accordance
with that stated in section 11, then SpeQ Reports binds itself to correct or
replace the recommendations, documents, reports, et cetera, concerned at no
charge.
6. In
the event that the other party fails to timely or completely supply data, SpeQ Reports does not accept any liability for the timely and complete
processing of the data concerned, nor for any resulting consequences for the
other party.
7.
The term within which a claim
can be made against SpeQ Reports for any compensation of damages determined is
under all circumstances limited to a period of 6 months, this counting from the
day upon which the indebtedness of the compensation has been established.
8.
The other party is to lose any
rights towards SpeQ Reports, is liable for all damages and indemnifies SpeQ
Reports against any claims on the part of third parties with respect to
providing compensation for damages if and insofar as:
A. The damages as
referred to above are the result of incompetent use on the part of the other
party of the result of the work activities carried out and/or use of said
result in conflict with instructions as provided by SpeQ Reports;
B. The damages as
referred to above are caused by the fact that the other party did not act in
compliance with the instructions and/or recommendations as provided by SpeQ
Reports;
C. The damages as
referred to above are the result of errors in, inadequacies and/or the
incompleteness of the data, information carriers, et cetera, that has been
supplied and/or prescribed to SpeQ Reports either by or on behalf of the other
party (including recommendations, documents, et cetera, from third parties);
D. The damages as
referred to above are the result of the fact that the other party has supplied
SpeQ Reports with insufficient or incorrect information and SpeQ Reports has
based and/or realised the execution of the work activities on said information.
SECTION 13: PAYMENT
1.
Payments are to be made within
14 days after the date of the invoice in a manner as indicated by SpeQ Reports
and in the currency as specified on the invoice, unless the parties have
explicitly agreed otherwise.
2.
In the event that an invoice has
not been paid in full following the expiration of the term as referred to in
sub-section 1:
A. then the other party will be charged a credit limitation
surcharge in the amount of 2%, this without any further notice of default being
required;
B. then the other
party will owe SpeQ Reports default interest in the amount of 2% per month, to
be calculated cumulatively over the principal sum. Parts of a month will be
considered full months in this respect;
C. then the other
party, upon the request of SpeQ Reports, will owe at least 15% of the principal
sum with respect to out-of-court costs as well as the default interest in the
amount of an absolute minimum of € 150.00;
D. then SpeQ Reports
has the right to charge the other party an amount of at least € 20.00 for
administrative costs for each reminder, demand for payment, et cetera, that is
sent. SpeQ Reports is to state this stipulation such in the agreement and/or on
the invoice.
3.
In the event of the
circumstances described above or under similar circumstances, SpeQ Reports, at
its own discretion, may opt to (partially) terminate the agreement, this
without further notice of default or an intervention by the court, with the
option of claiming compensation of damages.
4.
In the event that the other
party fails to timely meet its payment obligation, then SpeQ Reports has the
right to postpone its obligations towards the other party regarding work
activities until payment takes place or until adequate surety is provided to
that end. The same applies even before the
other party is in default in the event that SpeQ Reports has a reasonable
suspicion that there are grounds to doubt the creditworthiness of the other
party.
5.
Any payments made by the other
party will be used to settle all interests and costs owed and subsequently to
settle the due and payable invoices that have been outstanding for the longest
time, unless the other party explicitly states in writing upon making a payment
that the payment concerned regards an invoice of a later date.
6.
In the event that an assignment
is awarded to more parties collectively, then the other parties will each be
jointly and severally liable for the payment of the sum of the invoice in its
entirety.
7. In
the event that the other party, on whatever grounds, has one or more
counterclaims towards SpeQ Reports, or such will be the case later, then the
other party renounces the right to any settlement with respect to this (these)
claim(s).
Said renunciation of the right to settlement also applies if the other party
files for a moratorium on payments, or is declared bankrupt.
SECTION 14: INTELLECTUAL
PROPERTY RIGHTS
1.
SpeQ Reports is and will remain
the party entitled to the all of the intellectual property rights regarding the
content and form of recommendations, documents, reports, analyses, et cetera.
2.
SpeQ Reports has the explicit
and exclusive right to exercise the rights referred to in the previous
sub-section – including the publication or transfer of data – this both during
and following the conclusion of the assignment.
3.
The other party will gain the
right of use only after paying an amount due to SpeQ Reports pursuant to an
agreement concluded between the parties.
4.
The other party can dispose of
the documents referred to in sub-section 1 of this section for its own use
only. The other party is not entitled to use, reproduce, publish or make the
documents known to third parties without prior permission from SpeQ Reports in
writing, except for the purpose of its own use.
5.
By commissioning the editing, reproduction or multiplication of texts that are protected by copyright
or any other intellectual property right, the other party states not to
infringe upon the copyright or other intellectual property rights on the part
of third parties and indemnifies SpeQ Reports both in and out of court with
respect to any and all consequences, both financial and of any other nature,
that result from this editing, reproduction or multiplication.
SECTION 15: RETENTION OF TITLE
1. SpeQ
Reports retains the right of ownership regarding the recommendations,
documents, reports, analyses, et cetera, as supplied or to be supplied up until
the time at which the other party meets the corresponding payment obligations
towards SpeQ Reports.
2. These
payment obligations concern the payment of the price agreed upon, increased by
the debts regarding services supplied that relate to the delivery, and also
increased by debts relating to compensation for damages, if applicable, due to
failure on the part of the other party to comply with its obligations.
3. In
the event that SpeQ Reports its right to the retention of title, then the
agreement entered upon will be considered terminated, this without prejudice to
the right of SpeQ Reports to claim compensation for damages, loss of profit and
interest.
4. The
other party is obligated to immediately inform SpeQ Reports in writing of the
fact that third parties have claimed rights to recommendations, documents,
reports, analyses, et cetera, to which a retention of title applies pursuant to
this section.
5. The
other party is obligated to take out insurance for the recommendations
provided, documents, reports, analyses provided, et cetera, that fall under the
retention of title with respect to damage due to fire, explosion and water, as
well as theft, and to produce the policy of this insurance to SpeQ Reports for
inspection upon request.
6. The
recommendations, documents, reports, analyses, et cetera, as supplied by SpeQ
Reports and that fall under a retention of title may only be sold on to other
parties by the other party within the scope of normal business operations.
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SECTION 16: RIGHT OF RETENTION
SpeQ
Reports is authorised to postpone the delivery of written recommendations,
documents, reports, analyses, et cetera, which it has produced for the other
party in connection with the realisation of an assignment, including all of the
data and documents provided by the other party, until the other party has met
its payment obligations with respect to a (previous) assignment.
SECTION 17: BANKRUPTCY, NO AUTHORITY TO DISPOSE OF
PROPERTY, ET CETERA
1. Without
prejudice to that stated in the other sections of these terms and conditions,
the agreement entered upon between the other party and SpeQ Reports will be
terminated without judicial intervention or any notice of default being
required at the time that the other party is declared bankrupt, files for a
(temporary) moratorium on payments, faces levying of an attachment, is placed
under guardianship or under administration or loses the authority to dispose of
(parts of) its possessions or its legal capacity in some other way, unless the
guardian or administrator recognises the obligations resulting from the
agreement as a debt of the estate.
2. All
claims on the part of SpeQ Reports towards the other party will immediately
become due and payable on demand in the event of one of the situations referred
to in the previous sub-section.
SECTION 18: FORCE MAJEURE
1. In the event that
SpeQ Reports is not able to comply with that to which it is obligated based on
the agreement as entered upon with the other party and such is the result of a
non-attributable non-compliance on the part of SpeQ Reports, or on the part of
third parties or suppliers called upon for the realisation of the agreement,
and/or in the vent that some other serious reason occurs on the part of SpeQ
Reports, then SpeQ Reports has the right to terminate the agreement entered
upon between the parties, and/or to postpone its obligations towards the other
party for the duration of a reasonable period to be determined at the
discretion of SpeQ Reports, this without being obligated to pay any form of
compensation for damages. In the event that the situation as referred to above
comes about after part of the agreement has been realised, then the other party
is obligated to observe its obligations towards SpeQ Reports up until that
time.
2.
Circumstances that are
understood to be non-attributable non-compliance include, among others: war,
riot, mobilisation, domestic and foreign commotion, government measures, strike
and exclusion on the part of workers or the threat to that end and similar
circumstances; disturbance of the exchange rates as these applied at the time
of entering into the agreement; interruption of operations due to fire,
accident or other incidents and natural disasters, this irrespective of the
failure to (timely) comply occurs on the part of SpeQ Reports, its suppliers or
any third parties that have been called upon by SpeQ Reports for the purpose of
realising the agreement.
3.
In the event that the other
party fails in any way to promptly comply with its obligations towards SpeQ
Reports, suspends its payments, files for a moratorium on payments, bankruptcy,
attachment under execution, assignment of the estate or the liquidation of the
company of the other party, then all amounts owed by the other party to SpeQ
Reports on the basis of contracts will become payable in full on demand.
1.
The other party renounces all
rights with respect to the termination of the agreement pursuant to section
6:265 a/o. Civil Code or other statutory regulations, unless termination has
been agreed upon pursuant to the sub-section below.
2.
The other party can only
terminate the agreement with the permission of SpeQ Reports. In such cases, the
other party will owe SpeQ Reports compensation in an amount to be determined by
SpeQ Reports. SpeQ Reports is entitled to – at
its own discretion and depending upon the work activities already conducted –
charge the other party 30 to 100% of the price agreed upon.
3.
The other party is liable
towards third parties for any consequences of the termination and indemnifies
SpeQ Reports in that respect.
4.
Any payments already paid by the
other party will not be reimbursed.
SECTION 20: APPLICABLE
LAW/AUTHORISED COURT
1.
The agreement between SpeQ
Reports and the other party is subject to Dutch law alone. Any disputes that
result from this agreement are also to be decided in accordance with Dutch law.
2.
Any disputes will be presented
to the Dutch court that has jurisdiction, although SpeQ Reports has the
authority to institute proceedings before the court in the city/town where SpeQ
Reports is established.
3. Concerning
disputes that result from an agreement that has been entered into with a party
that is established outside the Netherlands, SpeQ Reports is authorised to act
in accordance with that stated in sub-section 2 of this section or – at its own
discretion – to present the disputes before the court with jurisdiction in the
country and/or state in which the other party is established.