General terms and conditions

TAX: Civil Code.

CCS: Creative City Solutions B.V.

Object and Objects: the Client's object mentioned in the Quotation or the objects listed in the Quotation.

Quote: the offer issued by CCS to the Client, which has been signed by the Client.

Assignment: the Client's order to CCS to carry out the advisory activities described in the Offer in accordance with the terms and conditions set out in the Offer and these Terms.

Client: the client (s) as further specified in the Offer.

Agreement: the assignment agreement concluded between the parties, where the Client instructs CCS to carry out the work described in the Offer in accordance with the terms and conditions set out in the Offer and these Terms.

Parties: Client and CCS together.

CCS rights: rights that CCS accrues to the advice under legislation and/or the Assignment.

Imputable shortcoming: a shortcoming that is due to fault or is borne by the debtor by law, legal act or generally accepted beliefs. Common beliefs mean: a shortcoming that a good and careful advisor or client could and should have avoided under the circumstances in question and with due care.

Prerequisites: the present CCS general terms and conditions.

2.1. These Terms apply to all offers, activities, orders from the Client to CCS and to all agreements to be concluded between CCS and the Client, including all additional orders, follow-up orders and/or follow-up agreements between the parties, unless otherwise agreed.

‍2.2. Deviations from these Terms and Conditions are only valid insofar as they have been agreed in writing in the Offer. If the Client has its own terms and conditions, these do not apply to the Agreement.

2.3. The Agreement (as contained in the Offer with any annexes and these Terms) aims to establish all agreements made between the parties on the matters referred to in the Agreement, and therefore supersedes any previous oral or written agreements that may have been concluded between the parties concerning those matters.

2.4. By entering into an Agreement and/or using CCS's services, the Client declares that it is familiar and agrees with these Terms.

2.5. If CCS does not always require strict compliance with the Agreement including these Terms, this does not mean that its provisions do not apply, or that CCS would lose the right to require strict compliance with the Agreement including these Terms in other cases.

2.6. The Agreement is regarded by the parties as an assignment agreement as referred to in article 7:400 et seq. of the Dutch Civil Code. All orders/agreements are accepted and executed exclusively by CCS, notwithstanding the provisions of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code. Employees, shareholders and/or partners working for CCS cannot be held accountable by the Client.

2.7. The provisions of these Terms also apply to the employees of CCS and the third parties engaged by CCS but under its responsibility and for it. This does not mean third parties engaged by or on behalf of the Client.

2.8. The Client refrains from activities that may interfere with CCS in carrying out the work assigned under the Agreement or interfere with its activities.

2.9. CCS is entitled to use electronic (connection) means and e-mail when communicating with the Client, with the exclusion of liability for damage that may result, including but not limited to damage as a result of hacking, viruses, etc.

2.10. CCS reserves the right to supplement and change the Terms during the execution of the Agreement. The Terms and Conditions amended by CCS will bind the Client after notification, unless the Client rejects the new Terms in writing without delay.

2.11. If and insofar as any provision of the Offer and/or these Terms is declared void or annulled, invalid or non-binding, the other provisions will remain in full force and, in accordance with the provisions of article 3:42 of the Dutch Civil Code, will automatically be replaced by valid casu quo binding provisions whose content and legal effects are as similar as possible to those of the invalid, annulled, invalid or inbinding (part of a) provision. void, nullified, invalid or inbinding ( part of a) provision. To the extent necessary and not already replaced by operation of law, the parties are obliged to fully cooperate in agreeing on a replacement provision as referred to above.

2.12. If there are multiple clients, each client is jointly and severally liable to CCS for compliance with the obligations under the Agreement.

2.13. Without prejudice to the parties' right to otherwise legally make notices and/or announcements, all communications, notices or statements under the Agreement will be deemed to be legally made if made in writing (including by email) or returned by registered mail with a signature (or email with acknowledgment of receipt) to the addresses specified in the Offer, unless changed by the party whose address is changed.

2.14. The Agreement between the parties can only be amended or supplemented by a written statement signed by all parties to that effect.

2.15. The Client is not allowed to transfer or encumber its rights or obligations under the Agreement in whole or in part to a third party, or to (unilaterally) rely on set-off in respect of the debts arising from the Agreement for the Client, without CCS's prior written consent.

2.16. The Client declares that the Client's contact person as stated in the Offer is authorized to act on behalf of the Client and to perform all communications and legal acts with CCS on behalf of the Client. Insofar as necessary, the said contact person is hereby authorized by the Client to do so on behalf of the Client, except as expressly provided in the Offer.

3.1. The Client instructs CCS, and CCS declares that it accepts the Assignment.

3.2. The execution of the Assignment takes place in accordance with the phasing included in the Offer.

3.3. The Assignment was concluded at the time that the Client signed CCS's Offer, provided that this has been done within the period specified in the Offer.

3.4. The Assignment includes everything that has been agreed between Client and CCS.

3.5. CCS makes every effort to carry out the Assignment in accordance with the indicative timetable included in the Offer. The schedule is indicative and may be subject to change and does not include more than an effort obligation for CCS, from which no rights can be derived by the Client.

3.6. Subject to the provisions concerning advisory costs elsewhere in the Offer and/or these Terms, the amount of advisory costs is set at the amount specified in the Offer.

3.7. The Offer and these Terms describe in conjunction with each other the rights and obligations that arise from the Assignment for the Client and CCS. In the event of a discrepancy, the provisions of the Offer prevail.

3.8. CCS has taken out professional liability insurance to cover its liability arising from this Assignment.

3.9. When assessing the proper fulfillment of the Assignment, the aesthetic value is disregarded, which does not affect the need to meet reasonable requirements.

3.10. CCS is never obliged to perform more or other work on behalf of the Client than those accurately described in its Offer, unless further agreed in writing between the parties.

3.11. The Parties will consult with each other about an adjustment to the Assignment if changes occur in the principles or other circumstances underlying the Assignment and/or the proper fulfillment of the Assignment requires additional work on the part of CCS. If the consultation leads to an extension or adjustment of the Assignment, CCS's advisory costs will be adjusted accordingly.

3.12. At the request of a party, the consequences of the Assignment may be changed in whole or in part or may be dissolved in whole or in part due to unforeseen circumstances, which are such that, according to standards of fairness and fairness, the other party cannot expect unchanged maintenance of the Assignment. The change or dissolution can be given retroactive effect.

4.1. The client acts as a good and careful client towards CCS.

4.2. The Client shall inform CCS in a timely manner of (i) any changes affecting the Object (s) and/or the Client's business that may affect CCS's interests, as well as (ii) of any other information, data, information, documents and resources that Client has relevant to the execution of the Assignment.

4.3. The Client is responsible for both the timely provision and the accuracy of the information, data and decisions provided by or on behalf of him to CCS that are necessary to properly fulfill the Assignment. The Client indemnifies CCS against third-party claims with regard to this information, data and decisions.

4.4. The Client will timely review documents that CCS produces when fulfilling the Assignment and certify them upon request after approval.

4.5. The Client is obliged to warn CCS in a timely manner and within a reasonable time about obvious inaccuracies and/or ambiguities in the documents provided by CCS, as well as if the Client has noticed or should have been aware of a shortcoming on the part of CCS in CCS's advice.

4.6. If the Client fails to provide the information referred to in article 4.2 and/or the warning referred to in article 4.5 or does not do it in time, the Client cannot (later) invoke the ambiguities, errors, missing and/or incorrect information and/or parts referred to there, and the Client is liable for the harmful consequences.

4.7. The Client shall inform CCS in writing which natural person or persons are authorized to represent the Client, stating, if necessary, the limitations of his or their authority.

4.8. Client may not transfer all or part of its commissioning to another person without CCS's prior written consent.

4.9. The Client indemnifies CCS against third-party claims related to the advisory work performed under the Assignment to CCS.

4.10. The Client guarantees that it complies with all laws and regulations relevant to the Agreement as in force on the day of signing the Agreement, even if laws and regulations are not explicitly mentioned in the Agreement.

4.11. Client complies with its payment obligation in a timely manner.

5.1. The fee agreed in the Agreement for CCS's services only includes compensation for the specific advisory activities described in the Offer.

5.2. Advisory costs as a fixed amount are agreed in writing in the Offer when the Assignment is concluded. The fixed amount (possibly) included in the Offer for the advisory costs is deemed to be solely intended to reimburse the extent and duration of the work accurately specified in the Offer.

5.3. The agreed advisory costs do not include applicable sales tax, unless otherwise expressly agreed.

5.4. All activities that do not fall under the fixed amount for the advisory costs as referred to above will be assigned to CCS separately by the Client and charged separately by CCS to the Client as additional costs. In that regard, prior to the conclusion of the Assignment, the parties agree in writing in the Offer the rate to be charged per unit of time for function groups or employees involved in the Object.

5.5. If the Offer determines that the total amount of advisory costs and/or hourly rate applies for a certain period, CCS will consult with the Client in good time about a change in the fee and/or hourly rate after that period. Time spent means the total of all hours spent completing the Assignment and the travel time necessary for the fulfillment of the Assignment.

5.6. The Client owes separate advisory costs for all adjustments and changes in the advice that CCS must carry out, insofar as they are not the result of an attributable shortcoming on the part of CCS. If the adjustment and/or changes are the result of an attributable shortcoming on the part of CCS, the Client will owe consultancy costs insofar as these advisory costs were based on activities that would also have been necessary if the Assignment was properly fulfilled.

5.7. Client pays the advisory costs on CCS's expense. In the Assignment, the Client and CCS agree on a payment schedule in installments. CCS declares the advisory costs in accordance with the agreed payment schedule or, failing that, in monthly installments in proportion to the progress of the advisory activities.

5.8. CCS is entitled to submit a final invoice as soon as its work has been completed or on the day on which the Assignment is terminated in accordance with the provisions of these Terms.

5.9. Unless otherwise agreed, the Client pays all amounts declared by CCS within 21 days of the date of the relevant invoice.

5.10. Payment of CCS's invoices and everything else that the Client owes under the Agreement must be credited to a bank account specified by CCS in legal Dutch currency no later than the due dates for currency that day — without suspension, discount, deduction or set-off against a claim that Client has or believes to have against CCS.

5.11. As soon as the Client is in default of fulfilling one or more of its obligations under the Agreement, CCS is authorized to suspend or terminate all its activities for the Client with immediate effect. Possible damage resulting from this will be borne by the Client.

5.12. If the Client disputes the accuracy of an invoice — or part of it —, he is nevertheless obliged to pay the undisputed part on time. Disputes to an invoice must be made in writing and within the payment period.

5.13. If the disputed invoice — or the disputed part — still appears due, the statutory interest due by the Client will be calculated from the day on which payment should have been made at the latest.

5.14. If the Client does not make the payment due under the Order in a timely manner and if the delay is not the result of a circumstance attributable to CCS, the Client will be in default without further notice and CCS can claim compensation of statutory commercial interest, with effect from the day following the day agreed as the due date of payment up to and including the day on which the Client has paid the invoice.

5.15. If payment does not take place within one month of the day on which it should have been made at the latest, CCS can claim reimbursement of statutory commercial interest increased by an interest rate of three percent as of the day on which this month has expired, all without further reminder or reminder from the advisor.

5.16. All reasonable costs incurred by CCS to obtain payment out of court are entirely borne by the Client, including all judicial and/or extrajudicial (un) costs incurred by CCS to obtain payment of its invoice.

5.17. IIf, after being notified after the period specified in the reminder, the Client still fails to pay extrajudicial collection costs to CCS, which costs are set at a percentage of 15% of the principal amount with a minimum of €300.00 (plus sales tax), without prejudice to CCS's claim to interest and/or penalty interest and without prejudice to CCS's right to claim the actual extrajudicial costs if that amount to more.

5.18. All payments made by the Client are first deducted from the costs and fines due, then from the interest and then always from the oldest principal amount.

6.1. CCS can terminate and/or suspend the Agreement at any time, both with regard to one Object and with regard to all Objects, without reason. Cancellation and/or suspension by CCS must be made in writing. In doing so, CCS is not obliged to observe a notice period. The Agreement cannot be terminated or suspended prematurely by the Client.

6.2. After termination of the Assignment, the Client is always obliged to take into account the legitimate interests of CCS.

6.3. In the event of a delay or interruption in the Assignment, CCS will inform the Client in writing of the interruption or delay and the cause thereof, as well as the date on which it occurred, after which the parties will consult within a reasonable time regarding the consequences of the relevant delay or interruption.

6.4. If the fulfillment of the Assignment is delayed or interrupted and this is not attributable to CCS or the Assignment is terminated by CCS in accordance with the provisions of these Terms, the Client is obliged to pay CCS's invoices, calculated according to the state of the advisory work at the time of the communication as referred to in article 6.3 or the date of cancellation, as well as all costs reasonably incurred and still to be incurred, resulting from obligations that CCS S has already been contracted with a view to the further fulfillment of the Assignment.

6.5. If the Assignment is terminated or the fulfillment of the Assignment is delayed or interrupted and is not attributable to CCS, the Client is also obliged to compensate all damage suffered by CCS as a result of the termination, interruption and/or delay of the Assignment, without prejudice to CCS's obligation to limit that damage as much as possible.

6.6. If CCS cancels the Assignment due to an attributable shortcoming on the part of the Client, the Client is obliged to pay CCS's full fee, as it were, the shortcoming and termination would not have occurred, less any savings on the part of CCS.

6.7. If CCS has terminated the Assignment without reason, the Client has the right to use (or have it used) its advice issued up to that point without the intervention or permission of CCS, unless CCS's reasonable interests oppose this. The Client does not owe any additional fee for that use. Insofar as the provisions of this article do not infringe this, CCS's rights to the advice remain unaffected. If CCS cancels the Assignment due to an attributable shortcoming on the part of the Client, the Client will never have the right to use its advice issued up to that point without CCS's prior written consent.

6.8. If, in view of all important circumstances, there is a delay or interruption of such a nature and/or is expensive that fulfillment of the Assignment in an unchanged form is not reasonably required, the parties each have the right to terminate the Assignment on this ground.

7.1. Only if this has been agreed in writing in the Offer, CCS will provide advice to the Client in the context of renovations and/or otherwise the physical realization of its sustainability recommendations.

7.2. A further elaboration of the advice to be provided by CCS in the context of renovations and/or otherwise the physical realization of CCS's sustainability recommendations takes place in the Offer.

7.3. Unless otherwise agreed, the activities related to renovations and/or otherwise the physical realization of CCS's sustainability advice consist of no more than advising (supervising) the Client or the person who is responsible for renovations and/or otherwise the physical realization of the sustainability advice inside or outside the Client's organization.

7.4. CCS has some technical knowledge but is not an architectural expert. Unless otherwise agreed in writing, it is not CCS's job to notice defects, assess their seriousness, take on a work as an expert upon completion of work and/or to manage a work or otherwise supervise construction.

7.5. Without prejudice to the other limitations of liability in these Terms, CCS is in no way liable for unnoticed defects, errors in the implementation by third parties of CCS's sustainability advice, or inadequate supervision of those third parties.

7.6. Third-party activities and/or third-party services to be provided resulting from and/or related to renovations and/or otherwise the physical realization of CCS's sustainability advice are carried out exclusively at the Client's expense and risk.

8.1. CCS is entitled to have work and/or services that fall within the Assignment carried out by third parties if and insofar as the proper execution of the Assignment requires this. Article 7:404 of the Dutch Civil Code does not apply.

8.2. All obligations entered into by CCS in its own name towards third parties that, in CCS's opinion, are necessary or desirable in the context of an adequate execution of the Assignment, even insofar as the activities to be carried out by these third parties (including but not limited to carrying out inspections and/or preparing associated reports) are included in CCS's advisory costs, will be considered as entered into on behalf of and at the expense and risk of the Client in the mutual legal relationship between the parties..

8.3. CCS is not liable for any shortcoming on the part of third parties it has engaged. If there is a shortcoming on the part of any third party engaged by CCS, CCS will transfer its (damage) claims to the Client, but only to the extent permitted and insofar as relevant, against the said third party.

8.4. If and as soon as CCS receives a request from the Client with regard to tasks that are not part of the tasks agreed by Agreement, CCS does not have to process the request or CCS will indicate that it will only process the request after approval by the Client of a (further) offer issued by CCS in this regard or after otherwise reaching an agreement between Client and CCS about the additional costs to be charged by CCS.

9.1. Except in the event of force majeure, CCS is liable to the Client for (exclusively) its own serious attributable shortcomings in the execution of the Agreement. CCS is never liable to anyone other than the Client.

9.2. The Client's possible right to compensation does not reduce the Client's obligation to pay CCS's advisory costs in accordance with the Assignment.

9.3. Unless this cannot be expected of him in connection with the circumstances, the Client is obliged, in good consultation, to give CCS the opportunity to repair shortcomings for which CCS is liable within a reasonable period of time, or to limit or eliminate the damage resulting from those shortcomings.

9.4. CCS is never liable for damage suffered by the Client or third parties as a result of work and/or advice from third parties, even insofar as these activities and/or advice have been carried out by third parties who are engaged at CCS's expense or are included in CCS's advisory costs.

9.5. CCS is not liable for any form of indirect damage, including but not limited to consequential damage, loss of profit, missed savings and damage due to business interruption.

9.6. Where appropriate, CCS is only liable for the direct damage suffered by the Client as a result of a serious attributable shortcoming as referred to in article 9.1. Direct damage suffered by the Client is exclusively understood to mean:
- The reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms.
- Any reasonable costs incurred to make CCS's inadequate performance comply with the Agreement, insofar as these CCS can be attributed.
- Reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these Terms and Conditions.

9.7. Direct damage does not include:
- Damage that is usually covered by conventional CAR insurance, home insurance and/or similar insurance.
- Business damage, loss of production, loss of turnover and/or profit.
- Depreciation of products and/or Objects. Costs that would be involved in carrying out Objects if the order had been properly executed from the start.

9.8. In determining compensation in the event of CCS exceeding the powers of representation, in addition to the other important facts and circumstances, account will be taken of the extent to which the Client benefits from the consequences of the violation of powers.

9.9. If, in the opinion of the Client, CCS has failed to comply with its obligations, or if there are complaints about the work carried out by CCS, these complaints and/or this shortcoming must be reported to CCS in writing and with reasons as soon as possible, but no later than 30 days after the moment when the Client became aware of or could reasonably have been aware of the complaint and/or the failure. If the Client does not do this within the said period of 30 days, all of the Client's rights, including the right to claim (repair) work and/or compensation from CCS, will expire.

9.10. The prerequisite for any right to compensation is always that the Client gives CCS notice of default in writing and thereby sets a reasonable period of time to remedy the shortcoming, while CCS continues to imputably fail to fulfil its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that CCS is able to respond appropriately.

9.11. All rights of action and other powers against CCS expire and are inadmissible six months after the Client became aware or could reasonably be aware of the existence of these rights and powers, unless the Client has brought legal proceedings against CCS before the competent court within the aforementioned period.

9.12. CCS is not liable for damage, of whatever nature, if, in carrying out the work assigned to it, CCS relied on incorrect and/or incomplete information provided by the Client or if there are incorrect and/or incomplete communications by or on behalf of the Client.

9.13. In all cases, any liability of CCS is limited to the amount actually paid out by the professional and business liability insurance taken out by CCS in the case in question, which payment is in all cases limited to 3 times the amount of the advisory costs that CCS has invoiced to the Client under the Agreement, with a maximum of €150,000.00. If the professional and business liability insurer does not pay out, CCS's liability is limited to the amount of the advisory costs that CCS has invoiced to the Client under the Agreement, with a maximum of €10,000.00.

9.14. CCS is never liable for compensation for damage other than those mentioned in this article 9.

9.15. The Client indemnifies CCS against all third-party claims - including other advisors and central and local governments and administrative bodies - that are directly or indirectly related to the execution of the Agreement, as well as against all direct and indirect losses, claims, damages, expenses and obligations suffered by CCS, unless these losses, claims, damages, expenses and obligations are the direct result of intent or gross negligence on the part of CCS or form part of the Assignment.

13.1. For the purposes of the Agreement, force majeure on the part of CCS means: a non-attributable shortcoming on the part of CCS, by the third parties engaged by CCS, or other compelling reasons on the part of CCS.

13.2. Circumstances involving force majeure on the part of CCS include:
- War, pandemic, riot, mobilization, domestic and foreign riots, government measures.
- Cyber attacks, data and/or software hostage, hacking.
- Strikes, death and/or accidents within the organization of CCS and/or the Client or threat of these circumstances.
- Disruption of the currency relations existing at the time of entering into the Agreement.
- Business disruptions due to fire, burglary, sabotage, electricity failure, internet or telephone connections.
- Natural phenomena, (natural) disasters, etc., as well as weather conditions, roadblocks, accidents, import and export restrictions, transport difficulties and delivery problems.

13.3. If the situation of force majeure occurs when the Agreement has already been partially executed, the Client must in any case fulfil its obligations towards CCS up to that moment. If the period of force majeure lasts longer than one month, each of the parties is entitled to terminate the Agreement with immediate effect and without notice of default, but without being able to claim compensation from CCS.

13.4. During the period of force majeure, CCS's obligations under the Agreement are automatically suspended for the duration of the force majeure. CCS also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after CCS should have fulfilled its obligation.

13.5. If CCS cancels the Assignment due to an attributable shortcoming on the part of the Client, the Client is obliged to pay CCS's full fee, as it were, the shortcoming and termination would not have occurred, less any savings on the part of CCS.

14.1. The Client is obliged to keep all CCS data confidential and not to share it with third parties, other than with CCS's prior written consent.

14.2. The Client is at all times prohibited from speaking negatively to third parties and/or when communicating with third parties about CCS or about the services and/or work provided by CCS, even if there is a dispute between the parties.

15.1. The Agreement is governed by Dutch law.

15.2. Parties shall endeavour to resolve differences of opinion between Client and CCS as much as possible by amicable means, including mediation.

15.3. All disputes that may arise as a result of the Agreement or as a result of further agreements that may result from the Agreement and that (despite efforts made) cannot be resolved amicably, will initially be settled by the ordinary court in Amsterdam.