Terms and Conditions

The original document is in Dutch; this version is a translation. In the event of any discrepancies or questions of interpretation, the original Dutch document shall prevail.

General terms and conditions of Molecule Social, having its registered office at the Melkwegstraat 47 C, 2516 AJ ‘s-Gravenhage, registered with KVK number 84324759, represented by Robert Tammens.

Article 1 – definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

1. Molecule Social: Molecule Social, having its statutory seat at the Melkwegstraat 47 C (2516 AJ) ‘s Gravenhage and registered with the Dutch Chamber of Commerce under number 84324759, hereinafter referred to as Molecule Social or the Contractor, which has accepted and is carrying out the assignment.
2. Services: all services performed and to be performed by Molecule Social for the Client under the assignment, whereby the services are expressly not limited to the activities that the Client may have described or has in mind.
3. Client: any natural person or legal entity that, directly or through the intervention of a third party, enters into or wishes to enter into an agreement with Molecule Social for the performance of an assignment (or to have an assignment performed).
4. Assignment: the contract for services within the meaning of Article 7:400 BW concluded between Molecule Social and the Client.
5. Offer: the written and/or electronic offer by Molecule Social to the Client to perform an assignment at a specified price.
6. Party(ies): the Client and/or Molecule Social.

Article 2 – scope

1. These general terms and conditions apply to all proposals, offers and/or quotations, assignments and other agreements between Molecule Social and the Client.
2. These general terms and conditions also apply to any agreement in which third parties are involved by Molecule Social for the performance of the assignment.
3. These general terms and conditions also apply to supplementary and/or follow-up assignments between Molecule Social and the Client.
4. Any purchasing or other (general) terms and conditions of the Client do not apply, unless such terms and conditions of the Client have been accepted in writing by Molecule Social prior to the conclusion of the agreement.
5. Deviating arrangements from these general terms and conditions shall apply only if agreed in writing with Molecule Social and shall apply exclusively to that assignment.
6. If one or more provisions of these general terms and conditions are void or are nullified, the other provisions of these general terms and conditions shall remain fully in force. The Client and Molecule Social shall then consult to agree a new provision to replace the void or nullified provision, as far as possible in accordance with the purpose and intent of the original provision.
7. Molecule Social is entitled to amend these general terms and conditions and to declare the amended general terms and conditions applicable to existing agreements. Molecule Social shall inform the Client of the changes and/or amended general terms and conditions and shall send the terms and conditions upon the Client’s first request. Amendments to and additions of the general terms and conditions shall be binding on the Client.

Article 3 – conclusion of the agreement

1. The assignment is concluded by acceptance (either in writing, such as by e-mail, or orally) of Molecule Social’s offer by the Client, or by signing an offer, or by sending the order confirmation to the Client. The assignment shall be deemed to have been concluded if Molecule Social has in fact commenced performance of the work.
2. All offers issued by Molecule Social are without obligation and, unless stated otherwise, are valid for a maximum of thirty (30) calendar days, calculated from the date the offer is issued. If an offer contains a non-binding proposal and this is accepted, Molecule Social is in any event entitled to revoke this proposal within three working days after receipt of the acceptance.
3. If the Client makes amendments to an offer or assignment, the agreement shall only be concluded at the moment Molecule Social has accepted this new offer in writing, for example by sending a new order confirmation, or at the moment Molecule Social has in fact commenced performance of the work. Oral commitments shall only bind Molecule Social after it has confirmed them to the Client in writing.
4. Offers are based on the information provided to Molecule Social by the Client. The Client warrants that all information essential and/or relevant for the set-up and performance of the assignment is or will be provided to Molecule Social in a timely manner.
5. If the proposal or the Offer is based on information provided by the client or third parties and this information proves to be incorrect or incomplete or is changed at a later date, Molecule Social is entitled to adjust the stated prices, rates and/or (delivery) deadlines.
6. Each assignment is accepted and carried out exclusively by Molecule Social’s office, to the exclusion of Article 7:404 BW, unless there is a provision of labour.

Article 4 – performance of the assignment

1. The assignment shall be performed by or on behalf of Molecule Social to the best of its knowledge and ability, in accordance with the requirements of professionalism and as befits a good contractor.
2. The obligation referred to in paragraph 1 of this Article is an obligation of best efforts and not an obligation to achieve a result, unless the Parties have expressly and in writing agreed in the offer or agreement on a result to be achieved. Any objectives stated are also explicitly obligations of best efforts and not obligations to achieve a result. If the Parties have expressly and in writing agreed on a result to be achieved, such result must be objectively determinable and must be open to only one interpretation.
3. Molecule Social is entitled to engage one or more third parties for the performance of the assignment. The Contractor will be informed of this in advance by Molecule Social. When engaging such third party(ies), Molecule Social shall exercise due care at all times. The costs associated with engaging one or more third parties shall be borne entirely by the Contractor. If the third party(ies) limit their liability for the services to be provided, Molecule Social is authorised to accept such limitation of liability on behalf of the Contractor.
4. During the performance of the agreement, the Parties may agree changes to the assignment or its performance, in the broadest sense of the word. Such interim changes must always have been confirmed by the Parties to one another, or shall be deemed confirmed by Molecule Social if the amended work has commenced. If interim changes occur, the Client accepts that the agreed schedule may be affected as a result. Molecule Social shall, where possible in advance, inform the Client as soon as possible about the effects of the interim change on the agreed remuneration.
5. During (the performance of) the assignment, the Client is and shall remain obliged to provide Molecule Social with all information and to continue to provide the required cooperation, which the Client knows or should know is or may be relevant for proper and expeditious performance of the assignment.
6. If, upon acceptance of the assignment or during performance of the assignment, facts or circumstances arise that may negatively affect the progress of the assignment or the result thereof, the Parties shall inform each other thereof as soon as possible.

Article 5 – term, extension and (interim) termination

1. The assignment is entered into for the period that follows from the content, nature or purport of the Assignment. Deadlines stated in the Assignment shall never be regarded as strict deadlines, unless this is explicitly included in the Offer or Assignment.
2. Molecule Social is entitled, at its discretion, to dissolve the Assignment or to suspend the handling of one or more (ongoing) Assignment(s) if the Client is in default of timely payment of one or more invoices, or if the Client, at Molecule Social’s first request, fails to provide security for the fulfilment of its payment and/or other obligation(s), without prejudice to Molecule Social’s right to claim damages.
3. The agreement may be dissolved by the Parties without observing a notice period, without a notice of default or judicial intervention being required, if one of the Parties is declared bankrupt, applies for a suspension of payments, or if there is an attachment, guardianship or loss of the power of disposition over (parts of) its assets, or if the other Party ceases its business operations.

Article 6 – force majeure

1. Force majeure shall mean, in addition to what is understood in that respect in law and case law, all causes beyond Molecule Social’s control, foreseen or unforeseen, over which Molecule Social cannot exercise influence, as a result of which Molecule Socialis unable to fulfil its obligations.
2. In the event of force majeure on Molecule Social’s part, for example due to fire, strike or prevention as a result of third parties failing to fulfil their obligations, Molecule Social is entitled to suspend the work for the duration of the force majeure situation, or to terminate the assignment with the Client (in whole or in part) without being obliged to pay compensation. Regardless of the foregoing, the Client remains obliged to pay Molecule Social in full and on time for the work already performed by Molecule Social.
3. If the agreed work is delayed for more than three months due to a force majeure situation on Molecule Social’s part and as a result the work cannot be performed or can only be performed in part, the Client is entitled to dissolve the agreement. In such a case, the Client cannot claim compensation. Nor does this release the Client from its payment obligation for the work already performed by Molecule Social.

Article 7 – payment

1. The Client is obliged to pay each invoice of Molecule Social within 30 calendar days after the invoice date, unless otherwise agreed in writing between the Parties.
2. An invoice shall be deemed paid if and as soon as the amount due has been received by Molecule Social. Only payments to Molecule Social shall have a discharging effect.
3. If an invoice is not paid within the period referred to in paragraph 1, the Client shall, by operation of law, be in default from the first day after expiry of the payment term (i.e. the 15th day) and shall owe interest of 1% per month on the outstanding amount, whereby each commenced calendar month shall count as a full calendar month.
4. If the Client disputes the invoice in whole or in part, the Client must notify Molecule Social thereof in writing within 10 calendar days after the invoice date, stating the reasons in detail. After this period, the Client’s right to dispute the invoice shall lapse. The burden of proof regarding timely dispute of the invoice rests with the Client. Disputing the invoice does not release the Client from its payment obligation.
5. The Client is never entitled, whether it disputes the invoice or not, to set off the invoice amount against a counterclaim that is allegedly due (whether or not rightly so), nor to suspend payment of the invoice.
6. If the Client’s financial position and/or payment behaviour, in Molecule Social’s opinion, gives cause to do so, the Client is obliged, at Molecule Social’s written request, to provide an advance payment and/or to provide adequate security, by means of a bank guarantee, pledge or otherwise, for its obligations towards Molecule Social.
7. If the Client fails to provide the advance payment referred to in paragraph 6 or fails to provide the requested security within the period set by Molecule Social, the Client shall be in default without any further notice of default being required, and Molecule Social shall consequently be entitled to suspend performance of all its obligations or to invoke dissolution of all assignments with the Client.
8. All judicial and extrajudicial (collection) costs incurred by Molecule Social as a result of the Client’s failure to comply with its obligations under this Article shall be borne entirely by the Client. The compensation for extrajudicial costs is fixed at 15% of the principal sum due including VAT and interest (with a minimum of € 250 per claim), unless Molecule Social demonstrably incurred higher costs. The fixed compensation shall always be payable by the Client as soon as the Client is in default and shall be charged without further evidence.
9. In the event of multiple Clients, each Client shall be jointly and severally liable for the full claim of Molecule Social in respect of that assignment.

Article 8 – liability

1. Molecule Social accepts no liability whatsoever for damage of any nature or in any form in connection with any shortcomings in respect of the services delivered by Molecule Social. The foregoing limitation does not apply if there is intent or wilful recklessness on Molecule Social’s part.
2. Molecule Social is not liable for shortcomings or other loss-causing acts of third parties not affiliated with Molecule Social who are engaged for the performance of the Assignment.
3. Molecule Social is never liable for damage suffered by third parties as a result of the performance of the Assignment.
4. Molecule Social is never liable for damage caused by incompleteness or defects in the information provided by or on behalf of the Client.
5. If, notwithstanding what is provided in the preceding paragraphs, Molecule Social is obliged to pay compensation, Molecule Social’s liability is limited1) to a maximum of the amount of the assignment; or2) to the amount to which Molecule Social’s liability insurance provides entitlement in the relevant case.
6. The Client indemnifies Molecule Social against all financial consequences of claims by third parties in any way related to the performance of its obligations arising from the assignment or by operation of law.

Article 9 – confidentiality

1. The Client is obliged to keep confidential any confidential information, reports or documents made available by Molecule Social to the Client in the context of the assignment, except as a result of a statutory or professional duty, unless Molecule Social has explicitly and in advance granted written permission to make disclosures to third parties. All information, whether or not related to the performance of the agreement, shall be deemed confidential, with the exception of information that is publicly known.
2. Molecule Social and the employee(s) and/or third party(ies) engaged by Molecule Social are bound by the confidentiality obligation as laid down in the employment agreement or contract for services, respectively. They are therefore obliged to maintain confidentiality. Molecule Social undertakes to protect the interests of the Client.
3. The Client is free to directly bind an employee and/or third party engaged by Molecule Social to confidentiality. The Client shall inform the professional of its intention to do so and shall provide Molecule Social with a copy of the relevant statement/agreement drawn up.
4. Molecule Social is not liable for a penalty, an order subject to a penalty or any damage of the Client as a result of breach of that confidentiality obligation by an employee and/or third party engaged by Molecule Social.
5. In the event of a breach of paragraph 1 by the Client, the Client shall forfeit to Molecule Social a penalty of € 10,000 per breach and € 1,000 for each day that such breach continues. This is without prejudice to Molecule Social’s possibility to recover the actual damage in addition to and above these penalty amounts.

Article 10 – indemnification by the Client

1. A Client that fails to comply, or fails to properly comply, with one or more obligations arising for it from these general terms and conditions, is obliged to compensate Molecule Social for all damage arising therefrom (including all costs, including those of external legal assistance), without a prior notice of default being required, and shall indemnify Molecule Social in that respect if necessary.
2. The provisions in paragraph 1 do not affect Molecule Social’s right to institute other claims, such as invoking dissolution. The provisions of this Article apply generally, both – where necessary additionally – with respect to matters for which an obligation to pay damages has already been separately regulated in these general terms and conditions and with respect to matters for which this is not the case.

Article 11 – intellectual and industrial property in general

1. All intellectual and industrial property rights vest in Molecule Social, including – but not limited to – copyrights, trademark rights, patent rights, database rights, design rights, trade name rights and rights to know-how.
2. Models, techniques, instruments, including software and other products, which have been used or developed for the performance of the assignment or form part of the performance of the assignment and which are included in the advisory report, research results or in any other form, are and shall remain the property of Molecule Social.
3. Publication or distribution by the Client may only take place with Molecule Social’s consent in accordance with Article 9 paragraph 1.
4. If Molecule Social has received data carriers, electronic files or software from the Client, the Client warrants that this does not infringe any intellectual property rights of third parties and that the data carriers and/or electronic files and/or software are free of viruses or defects.
5. Intellectual property rights accrue to the Client if and insofar as the law provides that such rights accrue to the Client. The Client is free to enter into an agreement directly with an employee and/or third party engaged by Molecule Social for this purpose. The Client shall inform Molecule Social of its intention to do so and shall provide Molecule Social with a copy of the relevant agreement drawn up.

Article 12 – governing law and choice of forum

1. The legal relationship between the Client and Molecule Social is governed by Dutch law.
2. All disputes arising from or related to a legal relationship between the Parties shall be settled exclusively by the competent court in the district in which Molecule Social’s office is located.