General Terms and Conditions

Definitions

In these General Terms and Conditions, the following definitions apply:

Client:
The natural or legal person who has instructed the Contractor to perform Services.

Contractor:
Slim Finance, registered with the Dutch Chamber of Commerce under number 868712334, which enters into the Agreement and applies these General Terms and Conditions. All Agreements are concluded exclusively with the Contractor, to the exclusion of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, and are executed solely by the Contractor.

Services:
All activities for which an assignment has been given or which are performed by the Contractor for any other reason. This includes, in any case, the services as stated in the engagement letter.

Documents:
All data, documents, or data carriers made available by the Client to the Contractor, as well as all documents or data carriers created by the Contractor in the context of executing the assignment.

Agreement:
Any arrangement between the Client and the Contractor for the performance of Services by the Contractor for the benefit of the Client, in accordance with the engagement letter.

Article 1: Applicability

These General Terms and Conditions apply to all offers, quotations, assignments, legal relationships, and agreements under which the Contractor undertakes to perform Services for the Client, as well as to all activities arising therefrom.

Deviations from or additions to these General Terms and Conditions are only valid if agreed in writing.

In the event of a conflict between these General Terms and Conditions and the engagement letter, the engagement letter shall prevail.

The applicability of any general terms and conditions used by the Client is expressly rejected.

The underlying Agreement, together with these General Terms and Conditions, constitutes the entire agreement between the Client and the Contractor with respect to the Services for which the Agreement was concluded. All prior agreements or proposals lapse.

Amendments or additions to these terms will be communicated by the Contractor through publication on a designated medium (for example, a website). These amendments shall become binding thirty days after publication, unless stated otherwise in writing.

Article 2: Commencement and Duration of the Agreement

An Agreement is concluded at the moment the engagement letter signed by the Client has been received and signed by the Contractor. The engagement letter is based on information provided by the Client and is deemed accurate and complete unless the Client submits timely written corrections.

If the Client has not confirmed an assignment in writing but nevertheless tacitly agrees that the Contractor commences execution of the assignment, the contents of the quotation provided by the Contractor shall be deemed agreed.

Each Agreement is entered into for an indefinite period, unless expressly agreed otherwise in writing.

The parties are free to prove the formation of the Agreement by any means.

If the Agreement is entered into for a fixed period, this must be explicitly agreed in writing. Failing this, the Agreement shall be deemed to have been entered into for an indefinite period.

Article 3: Client Information

The Client is obliged to provide all necessary data and Documents in a timely and accurate manner that are required for the execution of the Agreement.

The Client must immediately report any changes in relevant facts or circumstances that may affect the execution of the Agreement.

The Client guarantees the reliability, accuracy, and completeness of the information provided, even if such information originates from third parties.

The Contractor has the right to suspend execution of the Agreement until all required data and Documents have been fully received.

If delays occur in the execution of the Agreement due to failure to provide data or Documents, or failure to do so properly or on time, all resulting additional costs and fees shall be borne entirely by the Client.

At the Client’s request, the Contractor shall return the Documents made available after termination of the Agreement, provided all financial obligations toward the Contractor have been fulfilled.

If the Contractor must perform additional Services due to incomplete or incorrect data provided by the Client, such Services may be charged separately.

Article 4: Execution of the Agreement

The Contractor determines the manner in which and by which persons the Agreement is executed.

The Contractor shall perform the Services to the best of its ability but does not guarantee the achievement of any specific result.

The Contractor has the right to have certain Services performed by third parties without prior consent from the Client if deemed desirable by the Contractor.

Execution deadlines are indicative and only qualify as strict deadlines if expressly agreed in writing. Exceeding such a deadline does not constitute a culpable failure on the part of the Contractor.

The execution of the Agreement is not specifically aimed at detecting fraud. If indications of fraud are discovered during the Services, the Contractor shall report this to the Client.

The Contractor performs the Services in accordance with applicable professional and conduct rules. The Client shall respect the obligations arising from these rules.

Article 5: Confidentiality

The Contractor shall treat all information received from the Client confidentially.

Exceptions apply where disclosure is required by law or professional regulations.

The Contractor may use anonymised data for statistical purposes.

Confidentiality obligations also apply to third parties involved in executing the Agreement.

Article 6: Intellectual Property

The Contractor reserves all rights with respect to intellectual property, including but not limited to software, system designs, methods, advice, (model) contracts, and other intellectual works used or developed in the execution of the Agreement.

The Client is expressly prohibited from providing these materials to third parties, reproducing them, publishing them, or exploiting them in any form, unless otherwise agreed in writing.

The Client may not make these materials (or tools thereof) available to third parties, except where necessary to obtain an expert opinion on the Contractor’s Services. In such cases, the Client must impose obligations on such third parties consistent with this article.

For any infringement of the Contractor’s intellectual property rights by the Client or third parties acting on the Client’s behalf, the Client shall be liable for all resulting damage.

Article 7: Force Majeure

The Contractor is not liable for damage, delay, or failure to fulfil obligations as a result of force majeure. Force majeure means circumstances beyond the Contractor’s control that temporarily or permanently prevent fulfilment of the Agreement.

Examples of force majeure include, but are not limited to:

• Network or power failures

• Illness of employees or other business disruptions

• Government measures

• Natural disasters (such as floods or earthquakes)

• Pandemics

• External economic disruptions (such as trade restrictions or embargoes)

During force majeure, the Contractor’s obligations are suspended. If the force majeure situation lasts longer than 30 days, both the Client and the Contractor may terminate the Agreement in writing without any obligation to pay compensation.

The Contractor shall inform the Client as soon as possible in writing of a force majeure situation and its expected duration.

Suspension or termination of the Agreement due to force majeure does not entitle the Client to any compensation.

Article 8: Right of Suspension

The Contractor has the right to suspend fulfilment of all its obligations, including the delivery of Documents or other items to the Client or third parties, until all due claims against the Client have been fully paid.

The Contractor may only refuse to deliver Documents after careful consideration of the interests involved.

This right of suspension also applies if the Client obstructs execution of the Services by failing to provide required information on time.

Article 9: Termination of the Agreement

Termination must be made in writing with a notice period of one month.

Article 10: Fees

All Services not expressly included in the agreed subscription services package, including but not limited to additional advisory hours, extra administrative work, corrective work, and additional Services requested by the Client, shall be charged separately at the Contractor’s applicable hourly rate, unless otherwise agreed in writing.

Article 11: Payment and Invoicing

Payment must be made within the period stated on the invoice after the invoice date, without any right of discount or set-off.

In the event of late payment, the Client is legally in default and statutory interest shall be due from the due date.

All judicial and extrajudicial collection costs shall be borne by the Client. These costs amount to at least 15% of the outstanding amount, with a minimum of €250.

If the Client’s financial position or payment behaviour gives reason to do so, the Contractor may require additional security. If such security is not provided, all outstanding amounts shall become immediately due and payable.

In the event of a jointly issued assignment, all Clients shall be jointly and severally liable for payment.

Article 12: Complaints

Complaints regarding Services performed and/or invoice amounts must be submitted in writing within 30 days after the dispatch date of the documents or information to which the complaint relates, or within 30 days after discovery of a defect, provided the Client can demonstrate that the defect could not reasonably have been discovered earlier.

Complaints do not suspend the Client’s payment obligation unless the Contractor has confirmed the complaint as valid in writing.

In the event of a valid complaint, the Contractor has the right to:

• Adjust the charged fee;

• Improve or redo the rejected Services free of charge;

• Terminate the assignment in whole or in part with a refund of a proportional part of the fee already paid.

If a complaint is not submitted in time, all rights of the Client in relation to the complaint lapse.

Article 13: Liability

The Contractor’s liability is limited to the amount paid out under its liability insurance, increased by any deductible payable by the Contractor.

If no insurance coverage applies, liability is limited to 25% of the damage suffered, with a maximum equal to the net invoice value relating to the damage.

The Contractor is not liable for indirect damage, such as consequential or business loss, or for damage arising from circumstances within the Client’s sphere of risk.

The Contractor is not liable for damage caused by third parties engaged in executing the assignment.

The Client indemnifies the Contractor against all claims by third parties arising from execution of the Agreement, unless there is intent or gross negligence on the part of the Contractor.

Article 14: Limitation Period

All claims and rights of the Client expire one year after the moment the Client became aware, or reasonably should have become aware, of the facts on which such rights are based.

Article 15: Applicable Law and Disputes

Dutch law applies to the Agreement.

Disputes shall be submitted to the competent court in the district where the Contractor is established.

The parties may agree in writing on an alternative method of dispute resolution.

Article 16: Framework Agreement

A framework agreement is an umbrella agreement forming the basis for multiple future assignments between the Client and the Contractor.

These General Terms and Conditions form an integral part of the framework agreement and apply to all individual assignments executed under it, unless otherwise agreed in writing.

Each individual assignment under the framework agreement shall be recorded separately in an engagement letter, specifying the details of the relevant assignment.

Termination of the framework agreement does not affect the validity of assignments already performed or in progress.

Provisions which by their nature are intended to survive termination shall remain in full force and effect.

Article 17: Transferability of the Agreement by the Contractor

The Contractor has the right to transfer the rights and obligations under the Agreement in whole or in part to a third party, provided that:
a. the third party can fulfil the obligations under the Agreement.

The Client may only transfer the Agreement or any rights and obligations arising therefrom to a third party with the prior written consent of the Contractor.

In the event of transfer by the Contractor, the guarantees and obligations already provided by the Client remain in force unless otherwise agreed in writing.

The Client may not object to the transfer unless it can be reasonably demonstrated that the third party cannot perform the Agreement in an equivalent manner.