General Terms and Conditions
1. Surediligence
Surediligence is a sole proprietorship (eenmanszaak) established under Dutch law, providing independent technology advisory and compliance consultancy services to professional clients. Surediligence is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number [KVK NUMBER] and has its registered office at [ADDRESS], The Netherlands.
2. Applicability
These general terms and conditions apply to every legal relationship between Surediligence and the client, including all assignments, follow-up assignments, and additional assignments. These terms and conditions are available at www.surediligence.com/terms.
The applicability of any general terms and conditions used by the client is explicitly excluded.
3. Assignment
All assignments are deemed to have been given exclusively to Surediligence, even if the client has explicitly or tacitly given the assignment with a view to its execution by a specific person. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code (Burgerlijk Wetboek) is excluded.
Surediligence is entitled to engage third parties — including but not limited to independent software developers, researchers, legal experts, and other specialist consultants — in the execution of an assignment where this is necessary or appropriate. Surediligence will exercise reasonable care in selecting and instructing such third parties. The client will be informed in advance where reasonably possible.
4. Scope of Services
The scope of services for each assignment is defined in a written proposal, statement of work, or engagement letter agreed between Surediligence and the client. Services provided by Surediligence are advisory in nature. Surediligence provides recommendations and assessments based on information made available by the client and publicly available sources. Implementation of recommendations remains the sole responsibility of the client, unless explicitly agreed otherwise in writing.
5. Client Obligations
The client shall provide Surediligence in a timely manner with all information, access, and cooperation reasonably required for the execution of the assignment. The client is responsible for the accuracy and completeness of all information provided. Surediligence is not liable for deficiencies in the services resulting from incomplete or incorrect information provided by the client.
6. Fees and Payment
Unless agreed otherwise in writing, services are provided on a fixed-fee basis as stated in the proposal or engagement letter. Fixed fees are agreed in advance and cover the agreed scope of work only. Changes to scope may result in adjusted fees, which will be agreed in writing before additional work commences.
Invoices must be paid within fourteen (14) days of the invoice date. If payment is not received within this term, the client is deemed to be in default without further notice, and Surediligence is entitled to charge statutory commercial interest (wettelijke handelsrente) in accordance with Article 6:119a of the Dutch Civil Code.
All amounts are exclusive of VAT (BTW) at the applicable rate, unless stated otherwise.
7. Limitation of Liability
If, during the execution of an assignment, an event occurs that leads to liability on the part of Surediligence, that liability is limited to the amount paid out under the professional indemnity insurance maintained by Surediligence in the case in question, increased by any applicable deductible (eigen risico).
If the insurer does not pay out for any reason, the total liability of Surediligence is limited to the total fees invoiced and paid by the client in relation to the assignment in question.
Surediligence is not liable for indirect or consequential loss, including but not limited to loss of profit, loss of revenue, reputational damage, or damage resulting from the client's failure to implement recommendations.
A claim lapses if the client fails to notify Surediligence in writing of the potential liability within one (1) year of the client becoming aware of the event or circumstance giving rise to the claim.
8. Third-Party Liability
Surediligence is not liable for errors, shortcomings, or omissions by third parties engaged in the execution of an assignment. Where third parties engaged by Surediligence apply limitations of liability in their own terms and conditions, Surediligence is authorised to accept such limitations on behalf of the client.
The client waives the right to hold any third party engaged by Surediligence personally liable in connection with work carried out for the client under an assignment to Surediligence.
9. Confidentiality
Surediligence will treat all information received from the client in the context of an assignment as confidential and will not disclose it to third parties, except where required by law, by a competent authority, or where necessary for the execution of the assignment (for example, where third-party specialists are engaged). Third parties engaged by Surediligence are bound by equivalent confidentiality obligations.
This obligation of confidentiality continues to apply after the termination of the assignment or the legal relationship.
10. Intellectual Property
All intellectual property rights to reports, assessments, frameworks, methodologies, tools, templates, and other deliverables created by Surediligence in the execution of an assignment vest in Surediligence, unless explicitly agreed otherwise in writing.
Upon full payment of the applicable fees, the client is granted a non-exclusive, non-transferable licence to use the deliverables for internal purposes only. The client may not reproduce, distribute, or make deliverables available to third parties without the prior written consent of Surediligence.
Pre-existing intellectual property of Surediligence, including proprietary methodologies and frameworks, remains the exclusive property of Surediligence at all times.
11. Means of Communication
Surediligence is authorised to communicate with the client by all available means of communication, including but not limited to email, telephone, video conferencing, instant messaging applications, and other digital platforms, whether secure or not. The client acknowledges that non-secure forms of communication carry inherent risks, including interception or unauthorised access, for which Surediligence accepts no liability.
Surediligence is not liable for any loss or damage arising from the use of such means of communication, including but not limited to viruses, interception, data corruption, delay, or incorrect delivery of messages.
12. Data Protection
Surediligence processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Dutch data protection law. The Surediligence Privacy Policy, available at www.surediligence.com/privacy-policy, sets out how personal data is collected, processed, and stored.
Where the execution of an assignment requires Surediligence to process personal data on behalf of the client as a data processor, a data processing agreement (verwerkersovereenkomst) will be agreed separately in writing before such processing commences.
13. Independent Contractor Status
Surediligence operates as an independent contractor. Nothing in these terms and conditions or in any assignment creates an employment relationship, partnership, agency, or joint venture between Surediligence and the client. Surediligence remains free to provide services to other clients, subject to the confidentiality obligations set out in Article 9.
14. Termination
Either party may terminate an assignment by written notice. In the event of termination by the client, fees for work completed up to the date of termination are due and payable. In the event of termination by Surediligence, Surediligence will invoice for work completed and will use reasonable efforts to minimise disruption to the client.
Either party may terminate an assignment with immediate effect in writing if the other party is in material breach of these terms and conditions and fails to remedy such breach within fourteen (14) days of written notice.
15. Indemnification
The client indemnifies Surediligence against all claims by third parties — including associated costs of legal assistance — arising in connection with work carried out for the client, unless such claims result directly from the gross negligence or wilful misconduct of Surediligence.
16. Force Majeure
Surediligence is not liable for any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control, including but not limited to illness, internet or infrastructure outages, acts of government, or natural events. In such circumstances, Surediligence will notify the client promptly and the parties will agree a revised approach in good faith.
17. Applicable Law and Jurisdiction
These general terms and conditions and all legal relationships between Surediligence and the client are exclusively governed by Dutch law. Any disputes shall be submitted exclusively to the competent court in Amsterdam (Rechtbank Amsterdam).
18. Language Versions
These general terms and conditions are drawn up in English. In the event of a dispute about the content or interpretation, the English text is binding. A Dutch translation may be made available on request.
19. Amendments
Surediligence reserves the right to amend these general terms and conditions. Amendments take effect thirty (30) days after publication on the Surediligence website. Continued engagement after that date constitutes acceptance of the amended terms.