Terms of Service for Professional Services
Version 14 October 2020.
1. Definitions
Client — the party that commissions The Liberators.
The Liberators — The Liberators B.V., a private limited company incorporated under Dutch law, with its principal place of business at (3544DH) Utrecht, Parelmoervlinder 8.
Assignment — the written or oral agreement whereby The Liberators undertake to perform work for the Client.
Fee — the remuneration for work performed by The Liberators, not including Additional Expenses.
Additional Expenses — costs related to the Assignment, not included in the Fee, charged to the Client on the basis of a specification. These include travel and accommodation, reproduction costs, and costs for necessary third-party services.
Extra Charges — Fees and Additional Expenses for work that arose during performance of the Assignment as a result of the circumstances described in Articles 4(1), 4(2) and 6(5).
Force Majeure — circumstances in which performance cannot reasonably be required of The Liberators. This includes, but is not limited to, fire and floods, natural disasters, disruptions in power supply, internet and company equipment, and interruptions in transport. It also includes absence due to illness or indisposition of personnel or third parties working on behalf of The Liberators, insofar as they are involved in and necessary for the Assignment.
Hourly Rate — the hourly rate for activities performed by The Liberators, including gross salary costs and a surcharge for non-assignment-related operating costs and profit.
The Party / The Parties — Client or The Liberators / Client and The Liberators.
2. Scope of Application
These General Terms and Conditions apply to all of The Liberators' legal acts, offers, and the conclusion and fulfilment of all agreements between Client and The Liberators, unless expressly agreed otherwise in writing in the Assignment.
The Liberators exclude the applicability of the Client's own general and purchase conditions.
If The Liberators do not always demand strict compliance with these terms, this does not waive their right to require strict compliance in other cases.
3. Quotation and Assignment
All quotations are without obligation and valid for 14 days unless otherwise stated in writing. After the offer expires, The Liberators may change it.
The Client guarantees the correctness and completeness of the information on which the quotation is based. If this information proves incorrect or incomplete, The Liberators may change the quotation or terminate the Assignment.
Amounts stated in the quotation exclude VAT unless stated otherwise.
The Assignment is established once both parties have signed an agreement setting out the scope of work and The Liberators have received a signed copy. If the signed agreement has not yet been returned, the Assignment is deemed concluded — subject to these terms and the scope described in the quotation — from the moment The Liberators begin performance at the Client's oral or written request.
Further oral agreements are binding only after written confirmation by The Liberators.
4. Execution of and Amendments to the Assignment
The Client must provide all information The Liberators require, or should reasonably understand is required, for correct and timely performance. If information is missing, incomplete, or incorrect, The Liberators may suspend performance and/or charge the resulting additional costs.
If changed or additional insights from the Client require extra or different work — or make the agreed delivery period unachievable — The Liberators will inform the Client immediately. These costs are charged as Extra Charges. The Liberators may suspend performance until the Client agrees in writing to the Extra Charges, new delivery period, or other conditions. This suspension is not a default by The Liberators and is not grounds for the Client to cancel.
If, at The Liberators' sole discretion, the Client's changes amount to a substantial change to the Assignment, The Liberators may terminate the agreement without notice of default under Article 9(2).
5. Engaging Third Parties
Assignments to third parties in the context of the work are given for the Client's account and risk. At the Client's request, The Liberators may act as authorised representative at the Client's expense and risk, laid down in writing; additional reimbursement may be agreed.
Any third-party cost budget drawn up by The Liberators is indicative. They may request quotations on the Client's behalf.
Where third-party goods or services are passed on to the Client, that third party's terms on guarantee and liability also apply to the Client.
The Liberators are not liable for breaches by third parties, even where they introduced them; the Client must address such third parties directly. The Liberators may assist under separately agreed conditions.
The Client will not engage third parties without consulting The Liberators where this could affect performance.
6. Fees and Costs
The Liberators are entitled to a Fee, which may be agreed as: based on actual time and costs at the applicable Hourly and kilometre rates; a fixed amount; a combination of the two; or — if nothing else is agreed — on the time-and-costs basis.
In addition to the Fee, The Liberators are entitled to reimbursement of Additional Expenses, which are not included in the Fee.
On 1 January and 1 July each year, The Liberators may pass on general wage and price increases based on the applicable Statistics Netherlands price index. Cost-increasing government measures may be passed on at any time.
If performance is delayed, interrupted, or affected by circumstances not attributable to The Liberators, the Client must compensate the additional costs.
Unless stated otherwise, cost estimates and budgets are indicative only, and no rights can be derived from them.
7. Payment and Collection Charges
The Liberators may invoice the Fee, Additional Expenses, and Extra Charges monthly.
All payments are due within 30 days of the invoice date, without deduction, settlement, or suspension. Objections to an invoice do not suspend the payment obligation.
If, after a written reminder giving 14 days to pay, the Client still fails to pay, statutory interest and extrajudicial collection costs are owed from that point — amounting to at least 10% of the invoice, with a minimum of €150 excluding VAT.
8. Intellectual Property and Confidentiality
All rights in the services, products, and intellectual outputs developed by The Liberators — including advice, strategies, working methods, software, training programs, courses, methods, and brochures — vest exclusively in The Liberators and/or its licensors, never in the Client.
The parties may agree in writing to assign these rights, in whole or in part, to the Client. The Liberators may attach conditions, including a Fee.
The Client may not remove or alter any designations of copyright, brand, trade name, or confidentiality from the material.
If this article is violated, the Client indemnifies The Liberators against all resulting damages, particularly third-party copyright claims.
Both parties must keep confidential all sensitive information whose disclosure could damage the other party. Third parties involved in the work are bound to the same confidentiality.
9. Suspension and Termination
The Liberators may suspend work or dissolve the Assignment, in whole or in part and without notice of default, if: there is an attributable breach by the Client; the Client is in default of payment and fails to pay within 14 days of a written reminder (or signals payment will not occur); the Client fails to provide requested security where there are good grounds to doubt its ability to pay; or the Client files for bankruptcy, suspension of payments, or debt repayment, or loses the power to dispose of its assets — in which cases all amounts owed become immediately due.
The Client may not terminate the Assignment early unless agreed in writing. If the Client terminates without a breach by The Liberators, or if The Liberators terminate under Articles 4(3) or 9(1), the Client owes immediate compensation in addition to the Fee and any expenses for work done — without prejudice to The Liberators' right to claim full damages at law.
This compensation includes at least the costs of commitments The Liberators made to third parties, plus at least 30% of the remaining part of the Fee.
On termination under Article 9(2), payments received are applied first to costs, then to interest due, and finally to the principal and current interest.
10. Liability and Indemnity
Liability for attributable breach arises only if the Client promptly gives proper written notice of default, allowing The Liberators a reasonable term to remedy the breach or limit damages at their own account, and The Liberators remain in breach afterwards. The notice must describe the breach in as much detail as possible.
The Liberators are liable only for direct damages attributable to them, and only as alternative compensation for the value of the failed performance. All other damages are excluded — including indirect or consequential damages, lost turnover or profit, lost savings, business-interruption loss, and reputational harm.
Any liability is limited to the amount of the Fee, or the part of the Fee to which the liability relates.
The Liberators are not liable for damages caused by defective equipment, software, or data carriers used in the work, nor for damages from third-party interception or forgery of telephone, fax, or email transmissions.
All liability expires one year after the Assignment ends through completion, termination, or notice.
The Client indemnifies The Liberators against third-party claims whose cause is not attributable to The Liberators, and must assist both in and out of court. If the Client fails to act adequately, The Liberators may act themselves without notice of default, at the Client's cost.
11. Force Majeure
Force Majeure may be invoked whether the circumstances affect The Liberators directly or third parties they engage.
In the event of Force Majeure, The Liberators may suspend performance and will do everything in their power to perform as soon as possible.
No compensation, cost reimbursement, or interest is owed during Force Majeure. If the impossibility lasts longer than one month, either party may terminate the agreement in whole or in part, with no obligation to compensate the other.
If The Liberators have already partially performed, they may invoice separately for goods or services already delivered, and the Client must settle that invoice.
12. Complaints, Disputes, and Applicable Law
Complaints must be made in writing as soon as possible, and in any case within one month of completion, failing which the Client is deemed to have fully accepted the result.
The Assignment is governed by Dutch law.
Disputes that cannot be settled amicably will be submitted to the competent court of the district in which The Liberators is based.
13. Other Provisions
The version of these terms applicable when the Assignment is established governs it. This version can be requested at any time, and the latest version is available at theliberators.com.
If any provision is null or void, the remaining provisions stay fully in effect, and the parties will consult to agree replacement provisions that preserve the original purpose as far as possible.