Algemene voorwaarden
GENERAL TERMS AND CONDITIONS OF PLACEMENT OF FINSTREAM B.V.
(version dated January 15th, 2025)
Article 1. Definitions and interpretation
1.1For the purpose of these GTC and all related documents, the capitalized terms as defined below in alphabetical order shall have the following meanings whereby these terms may be used in the singular or the plural form and vice versa, as the context so requires:
“Affiliates” means: a legal or natural entity of which a legal or natural entity or its ultimate parent company or shareholder directly or indirectly holds more than 50% (fifty percent) of the nominal value of the subscribed share capital or is able to exercise more than 50% (fifty percent) of the voting rights in the general meeting or has the authority to appoint the majority of the managing directors or alternatively has the right of control over the activities
“Agreement” means: the framework agreement concluded between Finstream and the Client, either on the basis of an offer or a quotation of Finstream or otherwise under which an individual Sub-Agreement may be concluded. “Assignment Amount” means: the total amount (to be) paid by Client relating to the Placement. This amount is calculated on the basis of the hourly Placement fee of the respective Professional multiplied by the number of hours worked and/or to be worked by the Professional under the applicable term of the Sub-Agreement.
“Candidate” means: any potential Professional introduced to the Client by Finstream.
“Client” means: any (legal) person to whom Finstream directs its offers and/or named as such in the Agreement. “Professional” means: any (technical) professional who is deployed for the Placement on behalf of Finstream for the Client.
“Force Majeure” means: any cause or event beyond the reasonable control of Finstream, not due to the fault or negligence of that Party and which could not have been avoided by due diligence and use of reasonable efforts, including but not limited to acts of God, extreme weather, earthquake, war riots, epidemic or pandemic (expressly including the COVID-19 pandemic), lockdown, insurrection, rebellion, civil disturbance, terrorism, sabotage, blockades, embargoes, sanctions, industry-wide or region-wide labor strikes, or changes to laws or regulations or other acts of governmental entities.
“GTC” means: these general terms and conditions of Placement of Finstream.
“Finstream” means: Finstream B.V., a private company with limited liability, incorporated and existing under Dutch law, statutory seated and with its official address at (5708 JV) Helmond at the Vlamovenweg 2, registered with the Dutch Chamber of Commerce under number 87867478 and any of its Affiliates. “Party” or “Parties” means: Finstream and Client individually or Finstream and Client together.
“Placement Period” means: the period during which the Placement takes place as set out in the respective SubAgreement.
“Placement” means: the hiring of a Professional of Finstream by the Client during the Placement Period on the conditions as set out in the (Sub-)Agreement.
“Services” means: any and all services which are to be provided by the Professional(s) and/or Finstream, pursuant to an (Sub-)Agreement.
“Sub-Agreement” means: the sub-agreement in which the details of the Placement with respect to a specific Professional are set out.
1.2 The headings of these GTC are for ease of reference only and are not intended to qualify the meaning of any article or section thereof.
1.3 References to words denoting any gender shall include all genders.
1.4 Any undertaking by a Party not to do an act or thing shall be deemed to include an undertaking not to permit or suffer such act or thing to be done by another person.
1.5 References to the Parties include their respective successors in title and permitted assigns.
1.6 In these GTC the term ‘in writing’ includes by regular post, e-mail and any other electronic communication device customary in the market.
1.7 Terms and expressions of law and of legal concepts as used in this GTC have the meaning attributed to them under the laws of the Netherlands and should be read and interpreted accordingly.
Article 2. Applicability of the GTC
2.1 These GTC apply to all offers, Agreements and Sub-Agreements as well as to all related legal acts of the Parties.
2.2 The applicability of the Client’s general purchase conditions or other conditions is expressly rejected.
2.3 A failure by Finstream to exercise or a delay in exercising a right or remedy provided by these GTC or by law does not constitute a waiver of that right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these GTC or by law by Finstream prevents further exercise of that right or remedy or the exercise of another right or remedy.
2.4 If one or more provisions of these GTC shall be found, by a court with jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any of the remaining provisions of these GTC. The Parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision that achieves to the greatest extent possible the objectives of the illegal, invalid or unenforceable provision.
2.5 These GTC do not derogate from Finstream’s statutory and common law rights, but are in addition thereto.
2.6 Stipulations varying from and additions to these GTC shall only have a binding effect on Finstream if these have been agreed in writing.
2.7 Finstream shall have a right to amend these GTC and communicate the amended version on its website or by sending it to the Client.
2.8 In the event of any contradictions between these GTC, the Agreement or any Sub-Agreement, the following order or precedence shall apply: I. Sub-Agreement, II. Agreement, III. GTC.
Article 3. Offers and Agreements
3.1 Any and all offers and quotations submitted by Finstream are non-binding and valid for a period of 30 (thirty) days unless stipulated otherwise in writing.
3.2 Where an acceptance by the Client differs from the offer or the quotation, it shall be considered as a new offer made by the Client and as a rejection of Finstream’s offer or quotation. This new offer needs to be expressly accepted by Finstream in writing before such offer has any binding effect.
3.3 Finstream is only bound if it has accepted the offer of the Client in writing, or has started the execution thereof. The conditions set out in these GTC determine the extent of the binding force on Finstream.
3.4 Persons who do not hold an express written power of attorney are not authorized to conclude or to effect an agreement on behalf of Finstream. The Client cannot derive any rights from oral commitments of Finstream, unless and to the extent those are confirmed in writing by Finstream.
Article 4. Term and termination of the (Sub)-Agreement
4.1 An (Sub-)Agreement is entered into for a definite or indefinite period.
4.2 A definite (Sub-)Agreement shall always be extended for the period of one month and under the same conditions as for which it was entered into, unless one of the Parties has informed the other Party in writing 1 (one) month before the end-date of such (Sub-)Agreement about its willingness to terminate the (Sub)Agreement.
4.3 Interim termination of the definite (Sub-)Agreement is not possible, unless agreed otherwise in writing. If an interim termination option has been agreed, termination must take place in writing with due observance of a notice period of 1 (one) calendar month.
4.4 An (Sub-)Agreement for an indefinite period ends by written notice with due observance of a notice period of 1 (one) calendar month unless otherwise agreed in the (Sub)-Agreement.
4.5 Without prejudice to any further rights to which Parties are entitled under Dutch law, and without Parties being liable to pay any compensation, and at Parties discretion, Parties have the right to suspend the execution of the (Sub-)Agreement or to terminate the (Sub-)Agreement with immediate effect, without judicial intervention and without prior notice of default and/or summons, in the following events:
4.5.1 the other Party fails to comply or properly comply or timely comply with any obligation arising from the (Sub-)Agreement or from any other agreement concluded with Finstream;
4.5.2 of bankruptcy, a (provisional) moratorium, the business of the other Party will be closed down or winded up, the offer of a private arrangement for debt rescheduling, a liquidator is appointed with respect to the other Party or a similar occurrence takes place with respect to the other Party or with respect to a substantial part of his assets in a country other than the Netherlands;
4.5.3 the other Party will be dissolved or discontinues his/her activities or a substantial part thereof or a decision is made to that effect;
4.5.4 the activities of the other Party are at some point in time relocated abroad, wholly or in part;
4.5.5 the other Party enters into a merger, is taken over wholly or in part, is subject to restructuring or is divided in separate legal persons or (a significant part of) the control over the other Party’s business is transferred to a third party in any other manner, or a decision is made with respect to the foregoing;
4.5.6 there is a change in the persons who have the power to determine the management and/or the policy of the
Client by having the ownership of voting shares by agreement or otherwise;
4.5.7 The Other Party acts or acted unlawfully in the execution of the (Sub-)Agreement;
4.5.8 the other Party has provided incorrect information, has failed to provide information or has misled the Other Party in any way and other Party would not have entered into the (Sub-)Agreement or would not have entered into the (Sub-)Agreement on similar conditions if it would have had the correct, full and non-deceptive information at its disposal. In this particular event the other Party is entitled to cancel the (Sub-)Agreement, wholly or in part, without any notice of default and without judicial intervention, with immediate effect and by means of a registered letter to the other Party, without the other Party being liable to pay any compensation or to be bound to any warranty, yet without prejudice to the rights to which Finstream is entitled. In these cases each claim of the other Party shall be payable on demand.
4.6 If one of the Parties terminates the (Sub)-Agreement on any of the grounds as stipulated in article 4.5, this shall not give rise to any liability on the part of the other Party for any damage sustained by the other Party as a result. As a result of termination all claims of the other Party shall become due and payable immediately.
4.7 During the execution of the (Sub-)Agreement Finstream is entitled to suspend the performance of its obligations until, at the request and to the satisfaction of Finstream, the Client has provided security for the performance of all its obligations pursuant to the (Sub-)Agreement.
4.8 Upon termination of (Sub-)Agreement, Finstream shall return the materials of the Client to the Client in the condition the materials are at that time.
4.9 The Client undertakes to allow full inspection immediately at the written request of Finstream concerning his/her creditworthiness on the basis of documents drawn up by a chartered accountant, failing which entitles Finstream to cancel the Agreement without judicial intervention.
Article 5. The Placement Period
5.1 The commencement date and the duration of the Placement Period is set out in the Sub-Agreement.
5.2 The commencement date shall only be indicative and never constitute a term to be observed on penalty of forfeiture of rights. Finstream shall not be liable for any damage and/or loss arising from failing to meet the commencement date. However, Finstream shall at all times use its reasonable efforts to execute the Placement on time. If Finstream expects a term to be exceeded, it shall forthwith notify the Client thereof in writing. In such case, Finstream shall use its reasonable efforts to execute the Placement as soon as possible and keep the Client updated of the situation.
5.3 The Placement Period only effectively starts after Finstream has all the data, documents, equipment, computer time and rooms or office space at its disposal, to be provided by the Client for a proper execution of the arrangements arising from the Sub-Agreement. Besides, this Placement Period will only commence after an agreed advance payment, if any, has been received by Finstream or after the Client, at Finstream’s request, has provided security for the payment thereof to the satisfaction of Finstream.
5.4 The Placement Period shall be extended by the period by which the execution of the (Sub-)Agreement is delayed as a result of Force Majeure on the part of Finstream. The Placement Period shall also be extended by the period by which the performance of any obligation of the Client has been defaulted on or otherwise delayed and/or the period by which Finstream has reasonably limited its acceptance of such delay or default.
5.5 An extension of the Placement Period at the Client’s request can only take place with the explicit written approval of Finstream. Any costs and losses which may arise for Finstream from this extension shall be borne by the Client.
5.6 The Placement will end by operation of law if and as soon as Finstream can no longer supply the Professional as the Professional’s agreement with Finstream has ended and this agreement is not subsequently continued for the benefit of the same Client. Finstream can in this case not be held accountable to the Client nor is it liable for any damages incurred by the Client as a result.
5.7 The Client shall timely inform Finstream of the termination or continuation of the Placement, in order to enable Finstream to comply correctly and fully with its obligations in respect of a statutory period of notice towards the Professional.
5.8 The preceding articles do not affect the right to invoke article 6:265 of the Dutch Civil Code. In the event of dissolution of an (Sub-)Agreement, anything already paid pursuant to the (Sub-)Agreement cannot be reclaimed as an undoing obligation.
5.9 Termination of a Sub-Agreement has no consequences for any other (Sub-)Agreements between Finstream and the Client.
Article 6. The Placement of Professionals
6.1 The selection of a Professional shall take place by Finstream after prior consultation between Finstream and the Client.
6.2 Finstream has the right to give instructions to the Professionals. In addition, the Client is authorized to instruct the Professional(s) with regard to the day-to-day operational affairs at the Client’s company and only in so far as these instructions are not in conflict with the instructions of Finstream.
6.3 During the Placement:
6.3.1 Days of leave are to be determined in consultation between the Professional and the Finstream;
6.3.2 Overtime shall only be performed after consultation with Finstream ’s contact person (as referred to in article 6.3.11) and in agreement with the Professional(s) involved. If overtime is performed, the hourly fees for the Placement as set out in the Sub-Agreement shall be multiplied by a surcharge of: 25% (twenty-five percent) if the Professional has worked more than 8 (eight) hours in 1 (one) day: 100% (one hundred percent) if the overtime is performed during the weekend (from Fridays 7:00 pm to Mondays 7:00 am); and 150% (one hundred fifty percent) if the overtime is performed at the client’s request on generally recognized holidays. The surcharges are not cumulative. In the event more than one surcharge could apply, the highest surcharge shall apply.
6.3.3 Client shall notify Finstream within 30 (thirty) days in writing of any complaints concerning the performance of the Professional. If Client complains about the performance of the Professional, Finstream and the Client will try to find a solution in consultation.
6.3.4 Finstream’s professionals are not bound by the Client’s working hours, but will, if working at the Client’s location, take into account the house rules for guests and opening hours. Client shall ensure that Finstream ’s Professional(s) are properly informed in this regard.
6.3.5 Client shall ensure there are adequate materials/resources as well as workspaces and other facilities that may be deemed necessary for the performance of the work by the Professional(s).
6.3.6 Finstream shall inform the Client as soon as possible in case of illness of its Professional(s). If the Professional(s) is/are unable to carry out work for the Client due to illness, pregnancy, personal reasons or measures or orders imposed by Finstream during a consecutive period of at least 15 (fifteen) work days, Finstream shall do its best effort to provide for adequate replacement. By agreement with the Client, Finstream may also decide to extend the Placement Period with a period which must at least be equal to the number of work days that the Professional has not been available.
6.3.7 as long as the continuity of the work at the Client is not jeopardized, Finstream is entitled to replace the Professional, with another competent and/or qualified Professional.
6.3.8 Client shall not be liable for the payment of wages to Finstream ’s Professionals, nor for the withholding and remittance of social security contributions and payroll taxes.
6.3.9 The Client is obliged with respect to Finstream and its Professional(s) to comply with all national and international laws and regulations relating to employment conditions and safety, and to monitor this compliance, as well as to comply absolutely and fully with the directions based thereon of the Health and Safety Inspectorate or other regulations.
6.3.10 For each Sub-Agreement, the Parties will appoint a contact person responsible for maintaining contacts. Finstream ’s contact person shall be responsible for coordinating at the executive level. Only in those cases where this is expressly provided for in the Sub-Agreement, Client’s contact person shall be responsible for coordinating at the executive level.
6.3.11 Travel and accommodation expenses as well as possible other allowances shall be determined per SubAgreement.
Article 7. Take-over of Professionals
7.1 For the purposes of this article 7:
“entering into an employment relationship with a Candidate or Professional” means:
- i) the entering into an employment agreement, a contract for work and/or an agreement for services by the Client or any of its Affiliates with a Candidate or Professional; ii) the deployment of the Candidate or Professional for the Client (or any of its Affiliates) by a third party (for instance another placement company).
“a Candidate or Professional” shall also be understood to mean: i) the Candidate or Professional who is registered with Finstream; ii) the Candidate or Professional who has been introduced to the Client; iii) the Professional whose Placement has ended 12 (twelve) months prior to entering into the employment relationship with the Client.
7.2 The Client may only enter into an employment relationship with a Candidate or Professional if and to the extent that the provisions of this article are met or in case the Client has the written permission of Finstream to do so.
7.3 The Client informs Finstream in writing of its intentions to enter into an employment relationship with the Candidate or Professional, before proceeding to implement these intentions.
7.4 If i) the Client enters into an employment relationship with a Candidate directly or through third parties for the same or another position before the Placement takes place; or ii) the Client enters into an employment relationship, either directly or through a third party, with a Professional who has been placed at its disposal on the basis of a definite or indefinite Agreement, the Client shall owe Finstream, without prejudice to any other right to which Finstream is entitled, including, but not limited to the compensation of the full damage and/or loss sustained by Finstream, a penalty (immediately due and payable) in the amount of EUR 25,000.- (twenty five thousand euros) for each breach and EUR 500.- (five hundred euros) for each day or part of a day that the breach continues. Whether the Client already knew the Candidate or Professional directly or indirectly (in any capacity whatsoever) is irrelevant with regard to the obligation to pay the penalty as referred to in this article.
Article 8. Fees and Payments
8.1 As a consideration for the Placement the Client shall pay Finstream: the fees for the Placement as set out in the Sub-Agreement and (if applicable) surcharges for overtime and any other costs as set out in the SubAgreement.
8.2 Unless explicitly stated otherwise, the amounts as stated in the Sub-Agreement are always exclusive of VAT and other government levies, as well as of other expenses (including travel and allocation costs) to be made within the scope of the Sub-Agreement, which shall be added and detailed separately on each invoice.
8.3 Finstream reserves the right to annually adjust the fees stated in the Sub-Agreement during the term of the Sub-Agreement in question, with effect from January 1 of any year, in connection with general increases in wages, social security contributions, etc., at least equal to the price index for family consumption, as well as by performance. The adjustment shall take effect 10 (ten) days after the notification of the Client.
8.4 Unless otherwise provided in the Sub-Agreement, Finstream shall invoice the Client once a month on the basis of monthly timesheets to be signed for approval by the Client.
8.5 Payment shall, unless otherwise agreed in writing, be made without any reduction and/or settlement and/or deduction and/or setoff. Guarantee claims, if any, do not suspend the Client’s payment obligation with respect to Finstream.
8.6 Payment shall be made within 30 (thirty) days of the date of invoice unless otherwise agreed. However, Finstream is at any time entitled to demand payment in advance, wholly or in part, and/or to request or obtain security for payment.
8.7 The Client has the right to dispute any invoice received, within 30 (thirty) days of the date of the invoice by written notice to Finstream. Any disputed invoice shall not suspend the payment obligation.
8.8 The payment term of 30 (thirty) days constitutes a firm date. If payment is not made within the term specified in article 8.6, the Client shall owe to Finstream a contractual default interest of 3% (three percent) in excess of the statutory interest (article 119:6 of the Dutch Civil Code). As from the due date, but calculated on the total payment term of the invoice per month or part of the month, whereby a part of a month will count as one full month. The Client is therefore deemed to be in default by operation of law if payment is not made within the payment term and all amounts due by the Client to Finstream are immediately payable, without a demand or notice of default being required.
8.9 Payment shall be made in Euros, unless it has been agreed in writing that payment may be made in another currency.
8.10 The Client is not entitled, on the basis of alleged defects in the Placement and/or alleged failure to execute the assignment in a good manner or for whatever reason, to refuse to comply with or to suspend the performance of his/her obligation to pay, unless such defect, failure or other reason is acknowledged by Finstream. It is only in that case that the Client is entitled to defer payment with a percentage not exceeding 15% (fifteen percent) of the Assignment Amount, until the defect is remedied.
8.11 Payments made by the Client serve firstly to pay any and all costs and interest and subsequently to pay the oldest outstanding invoices which are due and payable, even if the Client states that the payment relates to an invoice with a later date.
8.12 In case of non-payment within the term as specified in article 8.6, Finstream is entitled without further notice of default to charge all the costs incurred, both extrajudicial and judicial, to the extent that such is not excluded in article 6:96(2)(c) of the Dutch Civil Code. Extrajudicial costs will amount to at least 15% (fifteen percent) of the amount (the principal sum) due.
8.13 Complaints or claims, if any, regarding the Placement do not have any effect on the Client’s payment obligations.
Article 9. Liability
9.1 Finstream shall make every effort to perform the Agreement as a reasonable and competent contractor.
9.2 During the Placement the Client is liable for any loss, damage and/or personal injury, including death and disease of a Professional, suffered by Finstream or the Professional as a result of the actions and/or omissions of the Client. Notwithstanding the foregoing, the Client’s liability under this clause shall be capped at the amount of €500.000,-
9.3 Without limiting the generality of article 9.2, the Client is obliged to compensate all damage and/or loss which Finstream sustains as a consequence of the incapacity for work or occupational disability and the death of a
Professional which is caused by the labor conditions related to the accident at the Client’s company, unless the Client is able to prove that it has fully complied with the obligations as referred to in article 6.4 hereinabove. The amount is capped at a maximum of €500.000,-. The Client shall provide Finstream with all the reports pertaining to the labor conditions related to the accident, and/or those pertaining to the accident in which an employee is involved within one (1) week after receipt thereof by the Client. Furthermore, the Client will reimburse the Professional – and Finstream against – all damage (including the actual costs of legal assistance) that the Professional suffers in the performance of his duties, if and to the extent that the Client and/or Finstream is liable for such damage on the grounds of article 7:658 and/or article 7:611 and/or article 6:162 of the Dutch Civil Code. 9.4 If any accident occurred during the Placement results in the Professional’s death, the Client is obliged to compensate Finstream for damage (including costs, including the actual costs of legal assistance) in accordance with article 6:108 of the Dutch Civil Code to the persons named in that article and to indemnify Finstream against all damage (including costs, including the actual costs of legal assistance) for which it is held liable.
9.5 Parties are obliged to take out adequate insurance to cover the liabilities provided for in this article 9. On the first request of the one Party the other Party shall provide a copy of its insurance policy.
9.6 Subject to article 9.2, Finstream shall indemnify the Client in every respect, including after the end of an assignment, against any liability which arises or may arise on the part of the Client and which is attributable to Finstream, if Finstream fails to fulfil its obligations in whole or in part under the (Sub-)Agreement and, amongst other things, its obligations as imposed by law.
9.7 Without prejudice to article 9.6, Finstream shall provide the Client all the cooperation requested in order to defend itself against any liability as referred to in article 9.6 vis-à-vis third parties.
9.8 If it is established by law or otherwise that Finstream may be liable to the Client for damage suffered in connection with the (Sub-)Agreement, or on account of wrongful acts, or for any other reason, this liability, including any obligation to pay based on article 6:230 and/or article 6:271 of the Dutch Civil Code, is at all times limited in accordance with the following provisions:
9.8.1 Finstream is never liable for any damage caused by Finstream based on incorrect data/files/tools and information provided by or on behalf of the Client;
9.8.2 Finstream is never liable for consequential damage suffered by the Client, loss of profit, missed income, missed savings, damage due to operational and other stagnation;
9.8.3 the liability of Finstream and its Affiliates, including any obligation to pay under a cancellation clause and any obligation to pay under article 6:230 of the Dutch Civil Code, towards the Client is at all times limited to an amount equal to the Assignment Amount whereby the total liability of Finstream and its Affiliates is at all times limited to a maximum of EUR 100.000,- per each occurrence and an aggregate limit of EUR 200.000,-, regardless of the basis for liability and the number of events causing damage.
9.9 These limitations of liability as set out in these GTC do not apply in the event of gross negligence or intentional misconduct on the part of Finstream.
9.10 Any claims pursuant to the (Sub-)Agreement or unlawful acts must be instituted by the Client within 1 (one) year of the right to the claim coming into force, in the absence of which the legal claim shall lapse.
Article 10. Intellectual and industrial property rights and data
10.1 All intellectual and industrial property rights and/or database rights that arise during or in connection with the execution of the (Sub-)Agreement, are owned by the Client. Finstream hereby transfers (and ensures that the Professional transfers) all intellectual and industrial property rights and/or database rights that will occur during or in connection with the execution of the (Sub-)Agreement to the Client. To the extent that is required Finstream will, at the request of the Client, cooperate with the transfer, the establishment and/or the depositing of these rights.
10.2 The documents and intellectual property rights delivered by Finstream to the client become the property of the client and may be used by him for this project with due regard for the rights which follow from the legislation in the field of intellectual property, after the client has fulfilled his financial duties towards Finstream.
10.3 The Parties shall at all times comply with any obligations under Dutch laws regarding personal data protection and any other relevant (national, European and international) personal data protection regulations (the “Privacy Laws”) that are applicable to the execution of the (Sub-)Agreement.
Article 11. Force Majeure
11.1 Finstream shall never be liable for any damage and/or loss sustained by the Client if Finstream fails to comply, or timely comply, or properly comply with its obligations arising from the (Sub-)Agreement due to Force Majeure. 11.2 In the event of Force Majeure Finstream is entitled to change the term of delivery and if delivery has become impossible or unreasonably onerous, to cancel the (Sub-)Agreement with immediate effect without judicial intervention and without being obliged to pay compensation. This cancellation by Finstream shall be in writing.
11.3 If the period of Force Majeure exceeds 3 (three) months, the Client is entitled to terminate the (Sub)Agreement with immediate effect by means of a registered letter.
11.4 In the event that the performance and/or provision of Services is still carried out and implies a cost increase, these costs shall be borne by the Client.
11.5 The Parties are aware of the worldwide coronavirus which causes the pandemic coronavirus disease as from 2019, abbreviated as COVID-19 (the “Coronavirus”) and the uncertainty it creates for the fulfilment of the Parties’ obligations under the (Sub-)Agreement. Finstream shall not be liable or in default for failure to perform any of its obligations under the (Sub-)Agreement or achieve any milestones during any period in which Finstream cannot perform due to the Coronavirus impact on their operations, provided that Finstream immediately notifies the Client in writing of such issues. The Parties shall work together in a good faith basis in an attempt to modify the required obligations if necessary, in a commercially reasonable manner.
Article 12. Duty of Confidentiality
12.1 The Client undertakes not to disclose any confidential information made available to him/her by Finstream relating to the Services provided or performed and all that is reasonably connected with that, as well as relating to the persons involved therein, including the Professional(s).
12.2 Finstream undertakes to keep secret all information of which Finstream or its Professional(s) become aware of while performing the work for the Client.
Article 13. Contract takeover
13.1 Without the prior and written permission of Client, Finstream is not entitled to transfer its rights and/or obligations arising from the (Sub-)Agreement to a third party.
13.2 Without the prior and written permission of Finstream, the Client is not entitled to transfer its rights and/or obligations arising from the (Sub-)Agreement to a third party.
Article 14. Amendment of (Sub-)Agreement
14.1 Amendments to the (Sub-) Agreement shall be valid only if and to the extent they are agreed to in writing by the Parties.
Article 15. Applicable law and dispute settlement rules
15.1 Any legal relationships, including, but not limited to the (Sub-)Agreements to which these terms and conditions apply, wholly or in part, are governed by Dutch law.
15.2 The competent court of Rechtbank Oost-Brabant, location ‘s-Hertogenbosch, the Netherlands, has competence over any disputes which may arise in connection with an (Sub-)Agreement to which the terms and conditions in question apply, wholly or in part; or in connection with future (Sub-)Agreements, or any other relationship existing between Finstream and the Client.
