Terms and conditions

PRIVACY STATEMENT FSMD Consultancy B.V.

FSMD Consultancy B.V. (FSMD), based in Rotterdam and registered with the Chamber of Commerce under number 88435970, attaches importance to the protection of personal data. This privacy statement explains how FSMD treats information about an identified or identifiable natural person, as referred to in the General Data Protection Regulation (Avg).

Application
This privacy statement applies to the following categories of natural persons from whom FSMD processes personal data:

(potential) clients;
Visitors to the website of FSMD;
participants in meetings organized by FSMD;
all other persons who contact FSMD or whose personal data FSMD processes, with the exception of its employees.

Processing of Personal Data.
FSMD processes personal data that:

Provided during a discussion or meeting, by phone, or digitally (via email or web forms on the website), such as contact information or other personal data;

Purposes of processing
FSMD processes personal data for the following purposes:

performing (consulting) work and billing for work performed;

Legal Basis
FSMD processes personal data on the basis of one of the following legal grounds:

consent of the data subject . This consent may be withdrawn at any time, without prejudice to the lawfulness of the processing based on the consent before the withdrawal;
performance of -or with a view to the conclusion of -a contract;
A legal obligation, such as the obligation to keep records;
a legitimate interest, such as the use of contact data for inviting you to a meeting.

Processors
FSMD may engage service providers (processors) to process personal data who process personal data only as instructed by FSMD. FSMD concludes a processor agreement with processors that meets the requirements of the General Data Protection Regulation (Avg).

Sharing personal data with third parties
FSMD shares personal data with third parties, if this is appropriate in the context of the work or is necessary to comply with a legal obligation. FSMD does not share personal data with third parties for commercial purposes, unless meetings are organized jointly with another organization. In that case, only necessary contact details are shared.

Transfer outside the EEA.
In principle, FSMD does not transfer personal data to countries outside the European Economic Area (EEA). Should this nevertheless be necessary, FSMD ensures that the transfer only takes place if the European Commission has indicated that the country in question offers an adequate level of protection or if there are appropriate safeguards within the meaning of the General Data Protection Regulation (Avg).

Retention of data
FSMD does not retain personal data longer than necessary. In principle, FSMD uses the following retention periods:

order data: at least 5 years after the end of the agreement;
(financial) administrative data: 7 years after recording the data;
data of any employees and freelancers, other than (financial) administrative data: 5 years after leaving employment respectively after the end of the contract of assignment;
data of job applicants: 6 months after completion of the application procedure;

Changes to the privacy statement
FSMD may amend this privacy statement at any time. A current version of the privacy statement will be published on FSMD's website. You should consult this privacy statement regularly so that you are aware of any changes.

Rights, questions and complaints
You have the right to request FSMD to view, rectify, delete, transfer, restrict processing and object to processing of personal data. You can contact FSMD about this by sending an e-mail message to info@fsmd.nl.

You may also contact FSMD with questions or complaints about the way FSMD processes personal data by sending an e-mail message to info@fsmd.nl. We will attempt to resolve a complaint to your satisfaction. Should this not succeed, you can turn to the Dutch Data Protection Authority (AP).

General terms and conditions

GENERAL TERMS AND CONDITIONS FSMD Consultancy B.V.

Definitions

In these General Conditions, the following definitions shall apply:

General Conditions: the present provisions;
Client: the party who contracts or intends to contract with FSMD Consultancy;
Contract: any contract between FSMD Consultancy and Client for the supply of products and services to Client;
Quotation: any oral or written offer by FSMD Consultancy to enter into a contract with it;
Materials: all reports, advice, results, and presentations developed by FSMD Consultancy in connection with the assignment.

Applicability of general conditions

The general terms and conditions are applicable to all offers, quotations, assignments, work, agreements and legal acts whereby FSMD Consultancy provides goods and/or services of any kind to client.
The applicability of purchasing or other conditions of client is expressly rejected.
Changes to the assignment or the general terms and conditions are only valid if and insofar as they have been agreed upon in writing by authorized representatives of both parties.

Conclusion of Contract

A quotation from FSMD Consultancy is always without obligation, unless expressly stated otherwise.
Quotations are based on the information provided by the Client to FSMD Consultancy up to the quotation date. Client warrants that all information essential for the design and execution of the contract has been provided to FSMD Consultancy. FSMD Consultancy is not responsible or liable for the accuracy and completeness of the information provided by Client and its use.
The contract is concluded according to the agreed rate after written acceptance by Client of the quotation submitted by FSMD Consultancy. If the quotation is not confirmed by the client in any way and FSMD Consultancy nevertheless proceeds to execute the contract with the client's consent, the content of the quotation will be considered as agreed between the parties.
FSMD Consultancy is entitled, in consultation with Client, to engage third parties for the execution of the contract.

Rights and obligations of FSMD Consultancy

FSMD Consultancy will make every effort to perform the assignment to the best of its knowledge and ability, in accordance with the requirements of good. However, FSMD Consultancy cannot guarantee that the purpose or result sought by Client with the assignment will be achieved.
FSMD Consultancy and client will consult regularly during the execution of the assignment about the state of affairs and the way in which the assignment will be executed.

If during the acceptance and execution of the assignment facts or circumstances arise which (may) negatively influence the progress of the assignment or the result thereof, FSMD Consultancy and client will inform each other as soon as possible.
If the information required for the execution of the contract originating from the client is not available to FSMD Consultancy on time or in accordance with the agreements, or if the client fails to meet its obligations in any other way, FSMD Consultancy has the right to suspend the execution of the contract and to charge the client for the costs incurred as a result in accordance with its usual rates.
FSMD Consultancy has the right to replace the consultant(s) or employee(s) deployed by it. FSMD Consultancy will make every effort to deploy (a) replacement(s) of the same level to ensure the continuity and quality of the assignment as much as possible.

Client's rights and obligations

The client will ensure that:FSMD Consultancy receives in due time possession of all useful and necessary information, documents and data that FSMD Consultancy needs for the execution of the contract;
All facts and circumstances relevant and necessary for the execution of the contract, including changes in the policy and/or organization of the client and changes in its immediate (market) environment, are reported to FSMD Consultancy as soon as possible, so that FSMD Consultancy can take them into account in the execution of the contract;
Client's employees involved in the execution of the contract are sufficiently available and deployable.
The client will indemnify FSMD Consultancy against claims from third parties who suffer damage in connection with the execution of the contract which is the result of acts or omissions of the client or of unsafe situations in his company or organization.

Adjustment of the (content of the) assignment

If circumstances arise within the framework of the assignment that were not foreseen at the start of the assignment, a solution will be sought in mutual consultation and in good harmony, including, for example, adjustment of the (content of the) initial assignment.
Client acknowledges and accepts that adjustments of (the content of) the assignment (for example, change in scope, method or approach) may affect the agreed planning. If adjustment of (the content of) the assignment is the result of requests or actions of the Client or other circumstances attributable to the Client, FSMD Consultancy will be entitled to charge any additional work arising therefrom on the basis of its usual rates as an additional or separate assignment.

Confidentiality

Both parties shall ensure that all information received from the other party that is known or should be known to be of a confidential nature shall remain secret, unless a legal duty requires disclosure of that information. The party receiving confidential information shall use it only for the purpose for which it was provided. Information shall in any event be considered confidential if it is designated as such by either party. The Client will not, without FSMD Consultancy's prior written consent, disclose to third parties the approach, methods and materials of FSMD Consultancy.

Duration and termination of the assignment

The assignment is entered into for its duration and will therefore terminate by operation of law when the assignment is completed.
Client acknowledges that the duration and planning of the assignment may be affected by all kinds of unforeseen factors, including but not limited to the quality of the information provided by Client in the context of the assignment and the (degree of) availability and deployment of Client's employees involved in the assignment.
FSMD Consultancy will make every effort to execute the assignment within the agreed planning. However, this planning and the (partial) deadlines included therein can never be regarded as deadlines. With the exception of intent or gross negligence on the part of FSMD Consultancy, exceeding the planning and the (partial) deadlines included therein does not entitle the client to dissolve or cancel the contract in whole or in part, nor does it entitle the client to compensation for any loss suffered as a result.

Both parties have the right to terminate the assignment in writing prematurely, with a notice period of one (1) calendar month, if and insofar as one of them thereby demonstrates that the execution of the originally agreed assignment and any additional assignments is rendered significantly difficult or impossible due to weighty reasons and completion of the assignment cannot reasonably be required.
In the event of termination of the assignment for any reason whatsoever, the client will reimburse FSMD Consultancy for all work carried out by FSMD Consultancy up to that point in time and in full. All invoices already sent to Client, will remain due in full and will become immediately payable at the time of termination.
Each party is entitled to terminate the contract in whole or in part, with immediate effect and without judicial intervention, if with respect to the other party;A petition for bankruptcy has been filed,
Suspension of payment has been applied for,
Liquidation or cessation of the company takes place or
A substantial part of the other party's assets are seized.
In case of dissolution FSMD Consultancy is never obliged to refund any money received by the client or to pay damages.

Rates and costs

The work performed and services provided by FSMD Consultancy will, unless otherwise agreed in writing, be charged to the client on the basis of time spent and costs incurred. Unless otherwise agreed in writing, FSMD Consultancy will send an (advance) invoice once a month.
The rates of FSMD Consultancy and the cost estimates based thereon include all costs such as normal office expenses and travel and accommodation costs. The costs of any foreign travel and large runs of materials (more than agreed upon between the parties) will be charged to client separately. The costs of third parties to be incurred by FSMD Consultancy for the purposes of the assignment will be charged to the client against submission of invoices.
All prices and rates are exclusive of sales tax (VAT) and other levies imposed by the government.

Payment

Client must pay all invoices from FSMD Consultancy within 15 days after receipt of the invoice to the account number provided by FSMD Consultancy.
If Client fails to pay the amounts due on time or in full, Client will be in default and will owe statutory commercial interest on the outstanding amount without the need for any reminder or notice of default. If client fails to pay the claim even after a reminder, FSMD Consultancy can pass on the claim for collection, in which case client is obliged to pay all judicial and extrajudicial costs, including costs calculated by external experts in addition to the costs established in court.
FSMD Consultancy has the right, before fulfilling its obligations, to demand full payment and/or adequate security for fulfillment by the client if in the opinion of FSMD Consultancy it is likely that the client will not or cannot fulfill its obligations in time or in full.

Liability

FSMD Consultancy and the consultants and employees it engages are only liable for damage suffered by the client which is the direct result of an attributable failure in the execution of the contract. The aforementioned contractual liability of FSMD Consultancy and liability on other grounds is in all cases limited to the amount that FSMD Consultancy has received from the client for its work in connection with the contract. If the assignment continues for more than six months, the aforementioned liability is limited to an amount equal to the total amount that FSMD Consultancy received from the client in the context of the assignment in the last six months before the damage occurred.

FSMD Consultancy and the advisors and employees engaged by it are not liable for any damage suffered by Client or any third party as a result of the application or use of the materials and/or results of the work. Client shall indemnify FSMD Consultancy and the consultants, employees and third parties engaged by FSMD Consultancy in connection with the assignment for all damages referred to in this paragraph.
The liability of FSMD Consultancy for attributable breach of contract only arises if the client gives FSMD Consultancy immediate and proper notice of default in writing, stating a reasonable period within which to remedy the breach, and FSMD Consultancy remains attributably in breach of its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming that will enable FSMD Consultancy to respond adequately.
FSMD Consultancy is not liable for any consequential loss, trading loss or indirect loss incurred by the Client as a result of FSMD Consultancy's failure to perform, or to perform on time, or to perform properly.

The limitations of liability included in this article 11 are not applicable if and insofar as there is intent and/or gross negligence on the part of FSMD Consultancy or its executive management.
The condition for the occurrence of any right to compensation is always that client reports the damage in writing to FSMD Consultancy as soon as possible after its occurrence. Any claim for damages against FSMD Consultancy expires by the mere lapse of six (6) calendar months after the claim arose.

Intellectual Property Rights.

Unless FSMD Consultancy and Client have expressly agreed otherwise in writing, FSMD Consultancy is and will remain fully and exclusively entitled to the (intellectual) property rights (including but not limited to: copyrights, personality rights, design rights and database rights) vested in the Materials.
FSMD Consultancy grants Client the right to use the materials exclusively within and for the benefit of its own organization, but only after Client has fulfilled all its (payment) obligations under the contract.

Without the prior written consent of FSMD Consultancy, the client is not permitted:To make the materials available for inspection, disclosure or reproduction in any manner whatsoever outside the circle of persons who, within the scope of the assignment, are among those directly involved in the assignment; or
To use the materials (in whole or in part) for the purpose of bringing legal claims, conducting legal proceedings, or for advertising or recruitment purposes.

Final Provisions

For a period of one year after completion of the assignment by the client, the parties shall not employ each other's employees involved in the execution of the assignment without the written consent of the other party.
If one of the parties is affected by a situation of force majeure in the sense of article 6:74 of the Civil Code, this party shall immediately notify the other party. The parties will then try to reach a reasonable solution in consultation. If the force majeure situation continues for more than three (3) months, both parties have the right to terminate the agreement by written notice. What has already been performed as a result of the assignment will be settled proportionately in the event of force majeure, without the parties owing each other anything else.
Applicable law and dispute resolution
Dutch law is applicable to all disputes related to and/or arising from the general conditions and/or assignments or agreements to which these general conditions have been declared applicable.
In the event of disputes between client and FSMD Consultancy, parties will first attempt to settle the dispute amicably. All disputes that cannot be resolved amicably will be submitted exclusively to the competent court in Rotterdam.