In these general terms and conditions, the following definitions apply:
1.1. Decision: a written promise to grant a Contribution in response to a subsidy application submitted on behalf of the Client;
1.2. Contribution: a subsidy, credit, tax exemption or other (financial) contribution granted to the Client;
1.3. SubsidyCloud: Subsidycloud Tech B.V., trading under the name SubsidyCloud, as well as its affiliated companies, which refer to these general terms and conditions;
1.4. Client: any (legal) person who enters into an Agreement with SubsidyCloud and/or with whom it negotiates about it, including its legal successors;
1.5. Agreement: any agreement for services between SubsidyCloud and Client with regard to the performance of Activities by SubsidyCloud;
1.6. Party(ies): SubsidyCloud and/or Client;
1.7. Subsidy Management: the set of activities related to the preparation, processing, submission and/or management of a (WBSO) subsidy application, with the aim of obtaining a Contribution on the basis of a subsidy programme or scheme;
1.8. Activities: the activities described in the quotation that SubsidyCloud will perform under the Agreement as well as additional activities for which the Client has commissioned SubsidyCloud;
1.9. Fee: the fee that Client owes to SubsidyCloud for the Activities that SubsidyCloud delivers or would deliver to Client.
2.1. These general terms and conditions apply to all legal relationships between Customer and SubsidyCloud, subject to changes to these general terms and conditions. SubsidyCloud is entitled to change these general terms and conditions at any time.
2.2. The general terms and conditions also apply to all Agreements with SubsidyCloud for the execution of which third-party services must be involved.
2.3. If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Client and SubsidyCloud will then enter into consultations in order to agree on new provisions to replace these null and void or nullified provisions, whereby the purpose and purport of the original provision(s) will be taken into account as much as possible.
2.4. In the event of an Agreement with more than one Client, all such Clients will be jointly and severally liable for the fulfilment of all obligations incumbent on a Client on the basis of the Agreement.
2.5. Contrary to the provisions of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, all Activities, regardless of whether the assignment has been granted with a specific person in mind, will be accepted and performed exclusively by SubsidyCloud.
3.1. The quotations made by the Client are without obligation. SubsidyCloud can always revoke its offers, even if a period for acceptance is stated in them.
3.2. The prices in the aforementioned offers and quotations are exclusive of VAT and any other government levies, unless otherwise indicated.
3.3. A composite quotation does not oblige SubsidyCloud to perform a part of the Agreement at a corresponding part of the quoted price.
4.1. The Agreement is concluded at the time that:
4.1.1. The quotation signed by the Client has been received back by SubsidyCloud, or, if this is earlier;
4.1.2. SubsidyCloud will commence the execution of the Agreement at the request of Client.
4.2. If the acceptance deviates from the offer included in the offer, SubsidyCloud is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless SubsidyCloud indicates otherwise.
4.3. The Agreement is entered into for an indefinite period of time, unless it follows from the content or purport of the assignment granted that it has been entered into for a specific period.
4.4. Each assignment is deemed to have been given exclusively to SubsidyCloud; even if it is the intention of the Parties that an Assignment will be carried out by a certain person associated with SubsidyCloud. Articles 7:404, 7:407(2) and 7:409(1) of the Dutch Civil Code do not apply to the assignment or the Agreement or the Activities. A person affiliated with SubsidyCloud is understood to mean: the employees, advisors, contractors, partners, directors and shareholders of SubsidyCloud.
5.1. Client is obliged to provide SubsidyCloud with all requested and relevant information in a timely manner, including the immediate forwarding of all correspondence received by it from third parties (including the Decision) relating to the Activities. SubsidyCloud may rely on the fact that the information provided by the Client to SubsidyCloud is correct and complete. The Client understands that if the Client fails to comply with these obligations, this will have consequences for the performance of the Agreement.
5.2. If the information and/or data required for the execution of the Agreement are not made available to SubsidyCloud, or have not been made available in a timely manner or properly, SubsidyCloud has the right to suspend the execution of the Agreement and/or to charge the additional costs arising from the delay to the Client according to the usual rates.
6.1. SubsidyCloud will perform the Activities to be performed by it to the best of its knowledge and ability. SubsidyCloud will make every effort to achieve the best possible result, but cannot guarantee that a particular result will be achieved.
6.2. The Client will perform the Agreement with the care of a good Client.
6.3. SubsidyCloud may have the Activities carried out by auxiliary persons. These general terms and conditions apply mutatis mutandis in the legal relationship with the Client to the services to be performed or performed by these auxiliary persons on behalf of SubsidyCloud.
6.4. If it has been agreed that the Agreement will be executed in phases, SubsidyCloud may suspend the execution of those parts that belong to a subsequent phase, until the Client has approved the results of the preceding phase in writing.
7.1. SubsidyCloud provides its activities related to Subsidy Management on an exclusive basis, unless SubsidyCloud and the Client expressly make other written agreements. The foregoing also means that the Client will not submit subsidy applications independently. If the Client does not comply with the exclusivity agreement, the Client will forfeit to SubsidyCloud an immediately
payable penalty of EUR 10,000 per violation and a periodic penalty of EUR 500 for each day (or part thereof) that the violation continues. SubsidyCloud does not have to prove any loss or damage and is entitled to claim damages, to the extent that it exceeds the penalty forfeited.
7.2. Opdrachtgever zal aan SubsidyCloud voor de duur van de Overeenkomst een volmacht verlenen voor het verrichten van alle met de Subsidiemanagement verband houdende (rechts)handelingen namens Opdrachtgever, waaronder het indienen van subsidieaanvragen en het corresponderen namens Opdrachtgever met de relevante partijen.
7.3. Indien de Opdrachtgever, om wat voor reden dan ook, besluit om een door SubsidyCloud (geheel of gedeeltelijk) voorbereide subsidieaanvraag niet in te dienen of in te trekken, zal zij de door SubsidyCloud aan de subsidieaanvraag bestede uren vergoeden op basis van een EUR 250 uurtarief (te vermeerderen met btw).
7.4. Client (or a (legal) person affiliated with the Client) is not permitted to (re)submit a subsidy application prepared in whole or in part by SubsidyCloud and previously rejected or withdrawn without the prior written approval of SubsidyCloud. SubsidyCloud will not withhold its approval if the Client still reimburses the hours spent by SubsidyCloud on the subsidy application on the basis of a EUR 250 hourly rate (plus VAT).
7.5. If Client purchases a subscription service from SubsidyCloud, this subscription relates to a one-off delivery of a subsidy report (subsidy scan) with relevant subsidy options. Subsequently, SubsidyCloud will make every effort to point out other subsidy opportunities to the Client via its portal when they arise. SubsidyCloud is not obliged to provide an updated report annually after delivery of the subsidy scan.
8.1. If a term has been agreed upon within the term of the Agreement for the completion of certain Activities, this is never a strict deadline.
8.2. If the Client owes an advance or is required to provide the information required for the execution, the period within which the Activities must be completed will not commence until after the payment has been received in full or the information has been made available in full.
9.1. An Agreement entered into for a definite period of time will always be extended for a subsequent period of the same period after the expiry of the period specified in the Agreement, unless it is terminated in writing with due observance of a notice period of three months before the end of the current contract period. A fixed-term Agreement may only be terminated prematurely if this has been agreed in the Agreement, or if it is done with the consent of both Parties.
9.2. An Agreement for an indefinite period can be terminated in writing with a notice period of 6 months.
9.3. Either Party may terminate an Agreement with immediate effect, regardless of whether it was entered into for a definite or indefinite period of time, as the other Party.
9.3.1. has filed for bankruptcy or has been declared bankrupt;
9.3.2. has applied for or obtained a moratorium;
9.3.3. has been dissolved or ceases its business;
9.3.4. has imputably failed to comply with its obligations under the Agreement, and – if the failure can be remedied – has failed to remedy the failure within a reasonable period of time after receipt of a written notification to that effect.
9.4. SubsidyCloud may also terminate the Agreement with immediate effect if the continuation of the Activities cannot reasonably be expected of it. Whether this is the case is solely at the discretion of SubsidyCloud.
9.5. If the Agreement is terminated prematurely, SubsidyCloud will in all cases be entitled to payment of the agreed Fee and compensation of the costs incurred in connection with the Activities performed up to that point, whereby the provisional results of the Activities performed up to that point will be made available to Client. Insofar as SubsidyCloud still has to perform work after termination of the Agreement and/or has to cooperate in the transfer of work to third parties, this extra work and/or related costs will be charged to Client on the basis of a EUR 250 hourly rate (plus VAT).
9.6. Once the contract has ended, SubsidyCloud no longer needs to perform Subsidy Management activities (such as, but not limited to, providing advice, submitting middle or final reports, etc.)
10.1. Customer owes SubsidyCloud a Fee for the execution of the Agreement. The Fee may consist of a fee based on an hourly rate, a fixed fee, a subscription fee, a fee based on No Cure No Pay or a mixture of the above.
10.2. If the Parties have agreed on a Fee on the basis of No Cure No Pay, the Client will owe the Fee at the time a Decision is issued granting a Contribution to the Client. The amount of the Fee is calculated on the basis of the maximum and full Contribution included in the
Decision. The Fee is therefore immediately payable in full to SubsidyCloud, even if the Contribution (by way of example) is paid in installments, depending on conditions to be fulfilled or the Client (regardless of the reason) does not make use of (part of) the Contribution. If SubsidyCloud submits a subsidy application on behalf of Client in which one or more project partner(s) are involved, the Fee to be paid by Client will be calculated over the entire Contribution, i.e. including the project partner(s)’s share in the Contribution (unless the project partner(s) has/have its own agreement with SubsidyCloud and pays its share of the Fee directly). If each project partner has its own agreement with SubsidyCloud, the Fee will be calculated on the Contribution assigned to each individual project partner.
10.3. If an hourly rate has been agreed, the Fee will be based on the time actually spent by SubsidyCloud.
10.4. An agreed subscription fee is always an annual Fee, and not a one-off Fee.
10.5. Activities of SubsidyCloud that relate to providing support during a subsidy audit are subject to a fixed fee of EUR 1,250, unless the parties agree otherwise in writing.
10.6. If Client wishes to make additions or changes to the agreed Activities, and SubsidyCloud is of the opinion that the Activities will be made heavier or expanded as a result, there will be additional work, even if a fixed Fee has been agreed between the Parties. If SubsidyCloud believes that additional work is involved, it will inform Client as soon as possible and inform it of the consequences thereof for the Fee. Client is deemed to agree to the execution of the additional work and the associated consequences for the Fee, unless it objects to this in writing immediately after the said notification by SubsidyCloud.
10.7. If the quotation contains an estimate of the number of working hours, it is not binding on SubsidyCloud.
10.8. SubsidyCloud is entitled to index its rates annually. The indexation will be based on the increase in the CPI for all households between the start date of the Agreement and the date of indexation of the rate. In addition, SubsidyCloud reserves the right to increase the rates if the development of wages, charges, costs and/or market developments give cause to do so. Before a rate change is implemented, the Client will be notified of this in writing.
11.1. SubsidyCloud will send Client an invoice for the Activities performed. SubsidyCloud’s Fee, if necessary increased by
disbursements and invoices from third parties engaged, will be charged to Client
on a monthly, quarterly, annual basis or after completion of the Work, unless Client and SubsidyCloud have made other agreements in this regard. The turnover tax will be charged separately on all amounts owed by the Client to SubsidyCloud.
11.2. Customer shall pay SubsidyCloud’s invoice within the payment term specified in the Agreement.
11.3. If Customer has not paid within the agreed payment terms, Customer is immediately in default and SubsidyCloud is entitled to charge Customer the statutory interest from the due date until the date of full payment without further notice of default and without prejudice to the other rights of SubsidyCloud.
11.4. All reasonable judicial and extrajudicial (collection) costs incurred by SubsidyCloud as a result of Client’s failure to comply with its payment obligations will be borne by Client. The extrajudicial costs amount to at least 15% of the principal sum and interest with a minimum of EUR 250 plus VAT.
11.5. Client waives the right to set off a debt to SubsidyCloud against any claim on SubsidyCloud.
11.6. In the event of a jointly given Assignment, Clients are jointly and severally liable for the payment of the invoice amount, regardless of the name of the invoice, insofar as the Activities have been performed for the benefit of the joint Clients.
11.7. Complaints regarding the Work performed and/or the invoice amount must be made known to SubsidyCloud in writing within 60 days after the documents or information about which Customer complains, if Customer demonstrates that he could not reasonably discover the error earlier, in the absence of which Customer no longer has any rights in this regard.
12.1. Any claims of Customer against SubsidyCloud expire twelve (12) months after the day on which Customer became aware or could reasonably have been aware of the existence of those rights of claim, if Customer has not instituted proceedings within that period of twelve (12) months or if the Parties have entered into consultations about an amicable solution within the same period. This concerns rights of claim based on (i) a shortcoming in the performance of the Agreement; (ii) an unlawful act; and/or (iii) another ground.
12.2. SubsidyCloud is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
12.3. In the event of Operations that have proven to be inadequate, SubsidyCloud is not obliged to any further (fee) obligations than stipulated in Article 12 of these general terms and conditions.
12.4. Any liability of SubsidyCloud towards the Client for damage in connection with the execution of an Assignment is limited to a maximum of three times the amount of the agreed Fee for the Activities in question or, if the Agreement has a term of more than six months, to a maximum of the invoice amount for the last six
months.months. In the event that at any time it is established in law that the limitation of SubsidyCloud’s liability referred to in the previous sentence would not stand, SubsidyCloud’s obligation to pay compensation is in all cases limited to the amount paid out by SubsidyCloud’s insurance company.
12.5. The Client indemnifies SubsidyCloud against claims from third parties for damage caused by the fact that the Client has provided SubsidyCloud with incorrect, incomplete or not timely sent information.
12.6. If SubsidyCloud has involved third parties in the execution of the Agreement, SubsidyCloud is not liable for any errors of those third parties, except insofar as Customer proves that SubsidyCloud could not reasonably have come to a choice for that third party.
12.7. The limitations of liability laid down in this article are also stipulated for the benefit of the third parties engaged by SubsidyCloud for the execution of the Agreement, who therefore have a direct appeal to these limitations of liability. It is therefore a third-party clause as referred to in Article 6:253 of the Dutch Civil Code, which cannot be revoked by the Client.
12.8. SubsidyCloud’s limitations of liability only do not apply if the damage is caused by intent, serious negligence or deliberate recklessness of SubsidyCloud or its director(s).
12.9. If SubsidyCloud has received an assignment from the Client together with one or more other Contractors, each of the Contractors is liable for a shortcoming in the (partial) Activities performed by it.
12.10. SubsidyCloud is furthermore not liable for damage as a result of unforeseen changes in legislation or regulations related to the granting of subsidies at the time of entering into the Agreement.
13.1. The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for their account under the law, a legal act or generally accepted practice.
13.2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which SubsidyCloud cannot exert any influence, but as a result of which SubsidyCloud is unable to fulfil its obligations. This includes strikes in the SubsidyCloud company.
13.3. SubsidyCloud also has the right to invoke force majeure, if the circumstance that prevents (further) fulfillment occurs after SubsidyCloud should have fulfilled its obligations.
13.4. The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without obligation to compensate the other party for damage
13.5. Insofar as SubsidyCloud has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is to be fulfilled has independent value, SubsidyCloud is entitled to declare the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate Agreement.
14.1. Before, during and after the Agreement, the parties will handle all confidential information they have received from each other with care. A Party will not disclose confidential information of the other Party to third parties, unless this is necessary for the execution of the Agreement, the information is subject to Article 15.2, or the Parties have made written agreements about this.
14.2. Client agrees that SubsidyCloud may share Client’s name and contact details, contract and invoice details, non-personal information and/or public grant information, as well as necessary grant details with its partners, including (but not limited to) affiliated parties for the provision of grant management services, or to comply with applicable laws and regulations.
14.3. Unless prior written permission has been granted by SubsidyCloud, Client will not publish the content of reports, advice or other written or non-written statements of SubsidyCloud, which have not been drawn up or made with the intention of providing third parties with the information contained therein. Client will also ensure that third parties cannot take note of the content produced by SubsidyCloud or its affiliates.
14.4. Client shall not employ or have any employees or contractors of SubsidyCloud, who are directly or indirectly charged with the execution of the Work, or have them perform Work directly or indirectly, both during the term of the Agreement and for a period of two years thereafter.
15.1. All intellectual property rights to all items made available by SubsidyCloud (including advice, analyses, documentation, reports, (subsidy) applications, as well as preparatory material thereof) are vested exclusively in SubsidyCloud and shall not be transferred to the Client in any case unless expressly agreed otherwise in writing.
15.2. All items made available by SubsidyCloud to the Client are exclusively intended to be used only by the Client and may not be reproduced, made public or brought to the attention of third parties without the prior permission of the Contractor.
15.3. The intellectual property to the Client’s innovations is vested in the Client and will in no case be transferred to SubsidyCloud. The information that arises from the intellectual property can be used by SubsidyCloud for its subsidy applications.
16.1. Customer is not allowed to transfer (any obligation or right from) the Agreement to third parties, unless SubsidyCloud has agreed to this in writing in advance. SubsidyCloud is entitled to attach conditions to its consent. In any event, the Client undertakes to impose all relevant (payment) obligations from the Agreement on the third party in these general terms and conditions. The Client will at all times remain liable for the obligations under the Agreement and the General Terms and Conditions alongside this third party, unless the parties explicitly agree otherwise.
16.2. In the event of contract takeover, Customer indemnifies SubsidyCloud against all claims of third parties that may arise as a result of non-compliance or incorrect fulfilment of any obligation by Customer under the Agreement and/or these general terms and conditions, unless any mandatory (inter)national law or regulation does not allow such a provision.
To the extent that these general terms and conditions do not provide otherwise, Customer’s rights of action and other powers for any reason whatsoever against SubsidyCloud in connection with the performance of Activities by SubsidyCloud shall in any case expire after one year after the moment at which Customer became aware or could reasonably have become aware of the existence of these rights and powers.
The provisions of this Agreement, which are expressly or implied to remain in force after termination of this Agreement, shall thereafter remain in force and shall continue to bind the parties.
In the event that these general terms and conditions and the offer contain conflicting conditions, the conditions included in the offer will apply.
20.1. All Agreements between Customer and SubsidyCloud to which these general terms and conditions apply are governed by Dutch law.
20.2. All disputes related to Agreements between Customer and SubsidyCloud, to which these terms and conditions apply, will be exclusively settled by the competent court in Rotterdam.
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