General terms and conditions

Article 1. Definitions

In these General Terms and Conditions:

Tritone: Tritone Investments & Consultants B.V., registered in Bilthoven, the Netherlands, Chamber of Commerce number 30196864, including all legal entities and partnerships belonging to its group within the meaning of Article 2:24b Dutch Civil Code.

Assignment: The agreement under which Tritone undertakes to perform services for the Client in return for payment of the Fee.

Client: The counterparty of Tritone under the Assignment.

Fee: The amount payable by the Client to Tritone for the performance of the Assignment, excluding disbursements and expenses.

Written / In Writing: Communication by letter, registered mail, bailiff’s writ, or electronic communication (including email), provided it includes a confirmation of receipt.

Business Days: Monday through Friday, excluding recognised public holidays in the Netherlands.

Where the singular is used in these General Terms and Conditions, it shall also include the plural, and vice versa.

Article 2. Applicability

2.1 These General Terms and Conditions apply to every Assignment, including follow-up, additional or amended Assignments, and to all legal relationships arising from or related to such Assignments.

2.2 The applicability of general terms and conditions of the Client or third parties is expressly excluded.

2.3 Tritone may engage third parties in the performance of the Assignment. These General Terms and Conditions are stipulated for the benefit of such third parties as well.

2.4 The Assignment is performed exclusively for the benefit of the Client. Third parties cannot derive any rights from the results of the work. Tritone is entitled to transfer its rights under the Assignment; the Client hereby grants prior consent. Transfer of obligations shall only take place with the Client’s prior Written consent.

Article 3. Term and Termination

3.1 An Assignment may be entered into for a fixed term, an indefinite term, or for the duration of a specific project. The Assignment ends upon expiry of the agreed term, by termination, or upon completion of the project.

3.2 Termination of an Assignment for an indefinite term must be done in Writing, subject to a notice period of two months. Digital termination is permitted, provided it includes demonstrable confirmation of receipt.

3.3 Each party may terminate the Assignment with immediate effect in Writing for compelling reasons, including but not limited to: serious disruption of the relationship, breach of confidentiality, reputational damage, suspension of payments, bankruptcy, or cessation of business activities of the other party.

Article 4. Fee, Costs and Price Adjustments

4.1 The Fee and the method of calculation shall be set out in the Written engagement letter. All amounts are exclusive of VAT.

4.2 The Client must reimburse all disbursements and reasonable expenses incurred by Tritone.

4.3 Tritone is entitled to adjust the Fee annually based on market developments or inflation. Changes shall be announced in Writing at least 30 days in advance.

4.4 Tritone may request an advance payment and is entitled to suspend work if the advance is not paid.

Article 5. Payment

5.1 Invoices must be paid in full within 14 days of the invoice date, without discount, set-off or withholding. Invoices may be provided digitally.

5.2 In case of late payment, the Client is in default by operation of law. All claims of Tritone then become immediately due and payable.

5.3 If multiple Clients jointly issue an Assignment, they are jointly and severally liable for all obligations towards Tritone.

5.4 In the event of default, the Client owes statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code plus 2%, as well as extrajudicial collection costs amounting to 15% of the outstanding amount, with a minimum of €500. This provision applies only to business Clients.

5.5 Tritone is entitled to suspend work as long as outstanding invoices have not been paid in full.

Article 6. Liability and Indemnification

6.1 The liability of Tritone and any third parties engaged by it is limited to the amount paid by the Client to Tritone in the relevant calendar year, with an absolute maximum of €50,000. Liability for indirect damages, including consequential damages, lost profits and reputational damage, is excluded.

6.2 This limitation does not apply in cases of intent or deliberate recklessness by Tritone.

6.3 The Client indemnifies Tritone and any third parties engaged by it against claims from third parties arising from the Assignment, unless such claims result from intent or deliberate recklessness by Tritone.

6.4 Claims for damages lapse if they are not brought before the competent court in Writing within one year after discovery.

Article 7. Intellectual Property

All documents, analyses, reports, models and other materials provided by Tritone remain the property of Tritone, unless otherwise agreed in Writing. The Client only obtains a non-exclusive right of use for internal purposes.

Article 8. Privacy and Data Protection

Tritone processes personal data in accordance with the General Data Protection Regulation (GDPR). Parties shall implement appropriate technical and organisational measures to protect personal data. Roles (controller/processor) shall be determined in Writing for each Assignment.

Article 9. Confidentiality

9.1 Parties shall keep all confidential information strictly confidential.

9.2 Tritone may use general, non-identifiable information for regular promotional purposes, such as tombstone advertising and listing Clients on its website, unless the Client objects in Writing.

Article 10. Force Majeure

Force majeure includes any circumstance beyond Tritone’s control, including IT failures, pandemics, government measures, sanctions, strikes and supplier outages. During force majeure, obligations are suspended.

Article 11. Governing Law and Disputes

11.1 All legal relationships between the parties are governed by Dutch law.

11.2 Disputes shall be submitted exclusively to the competent court in Amsterdam, unless Tritone, as claimant, chooses another competent court.

11.3 Parties shall first attempt an amicable resolution or mediation before initiating legal proceedings.

Article 12. Language and Version Control

These General Terms and Conditions are available in Dutch and English. In case of interpretative differences, the Dutch version prevails. The most recent version published on Tritone’s website applies.