General terms and conditions for the execution of consultancy assignments by Green Rock Consulting B.V.

Utrecht, March 2025

1. General

1.1 In the General Terms and Conditions, the term client is understood to mean: the natural person or legal entity that, as the counterparty of Green Rock Consulting B.V., has entered into an agreement for the execution of a (consultancy) assignment.

1.2 These general terms and conditions apply to all offers, work, quotations and agreements for organizational consultancy between Green Rock Consulting B.V. and clients, or their legal successors.

2. Basis for quotations

Quotations from Green Rock Consulting B.V. are based on the information provided by the client. The client guarantees that, to the best of his knowledge, he has made all essential information, documentation, requirements, specifications of the performance and other data available to Green Rock Consulting B.V. for a correct offer.

2. Applicability

2.1 These General Terms and Conditions apply to all legal relationships between Green Rock Consulting B.V. and the client, except to the extent that legislation or regulations exclude or limit the application of these conditions and except for changes to these conditions, which must be expressly confirmed in writing by both parties.

2.2 To the extent that Green Rock Consulting B.V. is subject to codes of conduct and professional rules, these form part of the agreement. The client declares that it will always fully respect the obligations arising from this for Green Rock Consulting B.V.

3. Content of the agreement / order of precedence in the event of conflict 

3.1 The Agreement forms the basis of all agreements between Green Rock Consulting B.V. and the Client regarding the Activities.

3.2 Changes or adjustments to the Agreement must be made in writing and signed by an authorised representative of Green Rock Consulting B.V. and an authorised representative of the Client.

3.3 In the event of a conflict between the Agreement and the other parts of the Agreement, the Agreement shall prevail. In the event of a conflict between the General Terms and Conditions and any Additional Terms and Conditions, the Additional Terms and Conditions shall prevail.

4. Establishment of assignment agreement

4.1 The agreement is established at the time that the order confirmation signed by Green Rock Consulting B.V. and the client is returned to Green Rock Consulting B.V. The confirmation is based on the information provided by the client to Green Rock Consulting B.V. at that time, as stated in article 2. The confirmation is deemed to correctly and completely reflect the agreement.

4.2 The agreement is entered into for an indefinite period unless it follows from the content, nature or scope of the assignment granted that it has been entered into for a specific period.

4.3 Green Rock Consulting B.V. will perform the advisory services to be provided by it to the best of its knowledge and ability, and in accordance with the requirements of professionalism and good workmanship.

5. Obligations of the client

5.1 The client is obliged to make available all data and documents that Green Rock Consulting B.V. deems necessary for the correct execution of the assignment granted, in a timely manner in the desired form and in the desired manner.

5.2 The Client is obliged to inform Green Rock Consulting B.V. without delay of facts and circumstances that may be important in connection with the execution of the assignment.

5.3 The Client guarantees the correctness, completeness and reliability of the data and documents made available to Green Rock Consulting B.V., even if they originate from third parties, unless the nature of the assignment dictates otherwise.

5.4 If the data, information and documents required for the execution of the agreement are not, not timely or not properly made available to Green Rock Consulting B.V., Green Rock Consulting B.V. has the right to suspend the execution of the agreement or to charge the additional costs resulting from the delay to the Client at the usual rates.

5.5 Green Rock Consulting B.V. is not liable for any damage suffered by the Client resulting from the Client or third parties (i) failing to provide timely information about or withholding facts and circumstances that may be important in connection with the correct execution of the Activities and (ii) giving an incorrect representation of the facts.

6. Execution of the assignment 

6.1 Green Rock Consulting B.V. determines the manner in which and by which person(s) the assignment granted is executed, but will take into account the wishes expressed by the Client as much as possible. Green Rock Consulting B.V. is entitled 

authorized to replace the persons named in the Assignment Letter with persons with equal or comparable expertise.

6.2 Green Rock Consulting B.V. may perform and charge the client for more work than was ordered, if the client has given prior permission for this.

6.3 Green Rock Consulting B.V. is responsible for the quality of the execution of the assignment and the deployment of the persons.

6.4 The persons deployed during the assignment perform their work under the direction and supervision of Green Rock Consulting B.V. The persons deployed report frequently to a designated person of Green Rock Consulting B.V.

6.5 If the client wishes to involve third parties, other than other legal entities working together with Green Rock Consulting B.V. in the execution of the assignment, he will only do so after reaching agreement with Green Rock Consulting B.V. The provisions of the previous sentence apply accordingly to Green Rock Consulting B.V.

6.6 Deadlines within which the work must be completed shall only be considered a fatal deadline if this has been expressly agreed. The Agreement may under no circumstances be terminated by the Client due to exceeding the deadline. Furthermore, Green Rock Consulting B.V. shall under no circumstances be liable for damages due to exceeding the deadline.

7. Confidentiality

7.1 Green Rock Consulting B.V. is obliged to maintain confidentiality towards third parties, unless it has a legal or professional obligation to disclose information.

7.2 Unless the Client has given its consent, Green Rock Consulting B.V. is not entitled to use the information made available to it by the Client for a purpose other than that for which it was obtained. However, an exception is made in the event that Green Rock Consulting B.V. acts on its own behalf in disciplinary, civil or criminal proceedings in which this information may be relevant.

7.3 The client may not, without the permission of Green Rock Consulting B.V., disclose to third parties the approach, the working method, the content of advice or opinions of Green Rock Consulting B.V., nor make available or otherwise publish its report or other written or otherwise written material, unless the client is subject to a legal or professional obligation to disclose.

7.4 Green Rock Consulting B.V. will impose its obligations under this article on third parties engaged by it.

8. Intellectual property 

8.1 Green Rock Consulting B.V. reserves all rights with regard to products of the mind, which it uses or has used in the context of the execution of the client's assignment, insofar as these arise from the law.

8.2 The client is expressly prohibited from reproducing, publishing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of Green Rock Consulting B.V., all in the broadest sense of the word, with or without the involvement of third parties, unless these products are expressly (and recorded in writing) intended for reproducing and/or publishing. Publishing may therefore only take place after obtaining permission from Green Rock Consulting B.V. Green Rock Consulting B.V. naturally has the right to reproduce the documents for use in its own organization, insofar as this is appropriate within the purpose of the assignment. In the event of interim termination of the assignment, the foregoing applies accordingly.

8.3 The client is not permitted to provide resources of those products to third parties, other than to obtain an expert opinion regarding the work of Green Rock Consulting B.V.

9. Fee

9.1 The fee of Green Rock Consulting B.V. is not dependent on the outcome of the assignment granted.

9.2 If wages and/or prices change after the agreement has been concluded, but before the assignment has been fully executed, Green Rock Consulting B.V. is entitled to adjust the agreed rate accordingly, unless the client and Green Rock Consulting B.V. have made other arrangements in this regard.

9.3 The fee of Green Rock Consulting B.V., if necessary increased by advances and invoices from third parties involved, will be charged to the client per month, unless the client and Green Rock Consulting B.V. have made other arrangements in this regard. Sales tax (VAT) will be charged on all amounts owed by the client to Green Rock Consulting B.V.

10. Payment

10.1 Payment by the client must be made, without deduction, discount or debt settlement, within the agreed terms, but in no case later than thirty days

after the invoice date. Payment must be made in Dutch currency by means of a deposit in favour of a bank account to be designated by Green Rock Consulting B.V.

10.2 If the client has not paid within the term stated under 9.1, Green Rock Consulting B.V. is entitled, after having reminded the client at least once to pay, without further notice of default and without prejudice to the other rights of Green Rock Consulting B.V., to charge the client the statutory interest from the due date until the date of full payment.

10.3 All reasonable judicial and extrajudicial (collection) costs incurred by Green Rock Consulting B.V. as a result of the client's failure to fulfil its payment obligations, shall be borne by the client.

10.4 If the financial position or payment behaviour of the client gives reason to do so in the opinion of Green Rock Consulting B.V., Green Rock Consulting B.V. is entitled to charge the client the statutory interest from the due date until the date of full payment. entitled to demand that the client immediately provide (additional) security in a form to be determined by Green Rock Consulting B.V. If the client fails to provide the requested security, Green Rock Consulting B.V. is entitled, without prejudice to its other rights, to immediately suspend further performance of the agreement and all that the client owes to Green Rock Consulting B.V. for whatever reason is immediately due and payable.

10.5 In the event of a jointly given assignment, clients are jointly and severally liable for payment of the invoice amount, insofar as the work has been performed for the benefit of the joint clients.

11. Complaints

11.1 Complaints regarding the work performed and/or the invoice amount must be made known to Green Rock Consulting B.V. in writing within 30 days after the dispatch date of the documents or information about which the client is complaining, or within 30 days after the discovery of the defect if the client demonstrates that he could not reasonably have discovered the defect earlier.

11.2 Complaints as referred to in the first paragraph do not suspend the payment obligation of the client.

11.3 In the event of a justified complaint, Green Rock Consulting B.V. has the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge or not (any longer) performing the assignment in whole or in part against a refund in proportion to the fee already paid by the client.

12. Delivery period

12.1 If the client owes an advance payment or must provide information and/or materials required for the performance, the period within which the work must be completed will not commence until the payment has been received in full or the information and/or materials have been made available in full.

12.2 Periods within which the work must be completed can only be regarded as a fatal period if this has been expressly agreed.

12.3 The agreement cannot be terminated by the client due to exceeding the term, unless execution is indisputably permanently impossible, unless Green Rock Consulting B.V. also fails to execute the agreement or fails to execute it in full within a reasonable term notified to it in writing after the agreed delivery term has expired. Termination is then permitted in accordance with Article 265 Book 6 of the Dutch Civil Code.

13. Termination

13.1 The client and Green Rock Consulting B.V. may terminate the agreement, subject to a notice period of one month, unless the client and Green Rock Consulting B.V. have made other arrangements in this regard.

13.2 Termination must be communicated to the other party in writing.

14. Liability

14.1 Green Rock Consulting B.V. will be able to perform its work to the best of its knowledge and will exercise the care that can be expected of the professional service provider concerned. If an error is made because the client has provided incorrect or incomplete information, Green Rock Consulting B.V. is not liable for any resulting damage. If the client demonstrates that he has suffered damage due to an error by Green Rock Consulting B.V. that could have been avoided if careful action had been taken, Green Rock Consulting B.V. is only liable for that damage up to a maximum of the invoice amount excluding VAT for the current financial year.

14.2 The client indemnifies Green Rock Consulting B.V. against claims from third parties for damage caused by the client providing Green Rock Consulting B.V. with incorrect or incomplete information, unless the client demonstrates that the damage is not related to culpable acts or omissions on his part.

14.3 Green Rock Consulting B.V. is not responsible for the correct and complete transmission of the contents of a sent e-mail, nor for the timely receipt thereof.

15. Force Majeure

15.1 Neither party is obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. If Green Rock Consulting B.V. is unable to fulfil its obligations, or is unable to do so in a timely or proper manner, as a result of a cause beyond its control, including but not limited to employee illness, disruptions to the computer network and other stagnation in the normal course of business in its company, those obligations will be suspended until such time as Green Rock Consulting B.V. is still able to fulfil them in the agreed manner, without Green Rock Consulting B.V. being in default with regard to the fulfilment of those obligations and without it being liable for any damages. Force majeure also includes that which is stipulated in law and case law, as well as any circumstance which Green Rock Consulting B.V. could not or did not need to take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the client, such as war or threat of war, molestation, riot, sabotage, flooding, earthquake, fire, occupation of a company, strikes and (amended) government measures or orders. Force majeure also includes force majeure of suppliers of Green Rock Consulting B.V., the failure to properly fulfill obligations of suppliers that have been prescribed to Green Rock Consulting B.V. by the client, as well as defectiveness of items, materials, software of third parties the use of which has been prescribed to Green Rock Consulting B.V. by the client.

15.2 If a force majeure situation has lasted longer than ninety days, the parties have the right to terminate the agreement by written dissolution. What has already been performed pursuant to the agreement will in that case be settled proportionally, without the parties owing each other anything else.

16. Expiry period

16.1 Unless otherwise provided in these General Terms and Conditions, claims and other powers of the client on whatever grounds against Green Rock Consulting B.V. in connection with the performance of work by Green Rock Consulting B.V. will in any case expire after three months after the moment at which the client became aware or could reasonably have been aware of the existence of these rights and powers.

17. Conversion; Conflict with order confirmation

17.1 If and to the extent that, on the grounds of reasonableness and fairness or the unreasonably onerous nature, no appeal can be made to any provision of these General Terms and Conditions, the relevant provision will be given a meaning as similar as possible with regard to its content and scope and in each case, so that an appeal can be made to it.

17.2 In the event that these General Terms and Conditions and the order confirmation contain conflicting provisions, the conditions included in the order confirmation shall apply.

18. Termination

18.1 The agreement shall terminate by operation of law upon the death of the managing director of Green Rock Consulting B.V.

19. Applicable law and choice of forum

19.1 All agreements between the client and Green Rock Consulting B.V. to which these General Terms and Conditions apply shall be governed by Dutch law.

19.2 All disputes relating to agreements between the client and Green Rock Consulting B.V. to which these conditions apply and which do not fall within the jurisdiction of the subdistrict court shall be settled by the competent court in the district in which Green Rock Consulting B.V. has its registered office.

Do you have any questions about the general terms and conditions? Please contact us.