1            Application
1.1         These terms apply to all services, offers, quotations, activities, hourly rate and retainer agreements between Client and Roberts Consult including any successors in title.  Any change to these terms and conditions needs to be agreed between the parties in writing.
2            Contract
2.1         A contract is formed when Client gives instructions to Roberts Consult to begin work.  These instructions can be oral or in writing, for example by email.  The agreement is for an indefinite period unless it is stated that the assignment is for a limited period or that a limited duration is clear from the subject matter.
3            Provision of information by Client
3.1         Client is required to provide in a timely manner all information and documentation that Roberts Consult reasonably needs or requests to be able to perform the assignment.  Client warrants the reliability, accurateness, and completeness of all information that it provides, or arranges for any other to provide on its behalf, to Roberts Consult.
4            Conduct of the Assignment.
4.1         Roberts Consult will carry out the work with reasonable skill and care.  No intended outcome is guaranteed.  Roberts Consult will determine the way the assignment is carried out. 
4.2         If Roberts Consult recommends engaging a third party to assist with the assignment, it will only do so after reaching an agreement with Client, unless the nature of the work and urgency is such that prior authorisation is not feasible. 
5            Confidentiality and Data Protection.
5.1         Roberts Consult will keep the Client’s information confidential unless it has a legal obligation to disclose it.
5.2         Client consents that its personal data (and related information) may be used and retained by Roberts Consult to provide its services and for its business purposes such as administration, billing and record keeping.
6            Fees.
6.1         Roberts Consult’s fee is calculated based on the complexity and novelty of the matter, the skill, labour, and specialized knowledge required, time expended (charged at Roberts Consult’s hourly rate during for the period in question as informed to Client), and the value of money or property involved. The fee does not depend upon any outcome of the assignment. 
6.2         Alternative fee agreements, such as retainer or fixed price, may be agreed.  Such non-standard fee agreement must be clearly documented in writing between the Client and Roberts Consult at the start of the assignment.  Should the context of a non-standard fee agreement change, for example because of a material increase in the amount of work involved beyond the original expectations of the parties, the parties will discuss in good faith to agree an increase in the financial arrangements to compensate Roberts Consult fairly for additional work involved.  That amended agreement will be documented in writing.
6.3         All fees are subject to the addition of applicable taxes, such as VAT, at the rate current at the date of invoice.
6.4         Third party costs incurred as part of the assignment will be invoiced with a service fee markup.
7            Invoicing and Payment
7.1         Roberts Consultant will invoice Client monthly at the end of a month for work done in that month.  Client will pay invoices promptly, within 15 days of receipt of the invoice.
7.2         Payments must be made to Roberts Consult’s bank account set out on the invoice.
7.3         Roberts Consult will be entitled to suspend its provision of services to Client if an invoice is unpaid at the due date.  Roberts Consult may also retain or withhold from Client documents and information until any outstanding invoice is paid. Roberts Consult will not be liable for any damage which might result from suspension of services, retention of documents, or withholding of information.
7.4         Interest at the statutory rate per annum will be chargeable from the due date to the date of full satisfaction of the outstanding amount. 
7.5         In the event of an insolvency, administration, or other similar arrangement, Client’s obligations will be immediately due and payable.
8            Termination
8.1         Client and Roberts Consult may prematurely terminate an assignment at any time. Such premature termination must be communicated in writing to the other party. 
8.2         If Client terminates the assignment, Client is required to pay Roberts Consult for all work incurred on the assignment up to the date termination, plus for any materials or costs incurred or which have been ordered prior to the date of termination.  In addition, if a success fee or other target bonus has been agreed, Client will pay 50% of that success fee or target bonus. 
8.3         Where any third party has been retained, Client will pay all third-party costs incurred prior to Roberts Consult’s receipt of termination.
9            Non-Performance and Claims
9.1         If Client considers Roberts Consult is not performing, or has not performed, the assignment correctly, completely, on time, or in some other way adverse to Client, Client will promptly inform Roberts Consult in writing and give Roberts Consult a reasonable time to address or remedy the identified situation. 
9.2         Where the Client has a claim against Roberts Consult, it must bring that claim within one year.  The one-year period starts from the date on which Client notified Roberts Consult under clause 9.1 or, if no such notification was given, from the date on which Client had, or could or should have had, knowledge of the circumstances which gave rise to the claim.
9.3         If a claim is not notified to the Consultant within the time set out in Clause 9.2, that claim is time barred and any right to make any claim and or advance any legal action based on those circumstances irrevocably lapses.   
10          Liability
10.1       Roberts Consult’s total, aggregate liability to Client for any loss or damage is limited to the maximum extent permitted by applicable law to Euro 10,000. 
10.2       Roberts Consult is not liable for indirect, economic, or consequential damage, losses, costs or expenses of any nature whatsoever and under any legal theory, including, without limitation, loss of expected profit, loss of anticipated revenue, loss of anticipated savings, increase in costs, loss of any business opportunity, loss or corruption of data, any business interruption or disturbance, fines or penalties of any nature.
10.3       Client fully indemnifies Roberts Consult from any claim which arises from or relates to incorrect or incomplete information supplied to Roberts Consult by Client or on its behalf.
11          Governing Law
11.1       These terms are governed by Dutch law and any dispute concerning them is subject to the jurisdiction of the court in Amsterdam.