CORNERSTONE GROUP: GENERAL TERMS AND CONDITIONS
1. For the purposes of these General Terms and Conditions, “Cornerstone” shall refer collectively or individually to any of the entities within the Cornerstone Group, including but not limited to Cornerstone Equity Group B.V., Cornerstone Equity PLT, Cornerstone Consultancy B.V., CEG Business Advisory Services B.V., and CEG Axiom Sdn. Bhd. All terms and conditions herein shall apply to each entity within the Cornerstone Group as applicable.
2. These General Terms and Conditions shall apply to all instructions given to Cornerstone by clients (hereinafter: ‘Client’), including to any subsequent or follow-up instructions.
3. All engagements and agreements are accepted solely by Cornerstone (hereinafter: ‘Agreement’). Responsibility and liability for performance rest with Cornerstone and not its attorneys, advisors, consultants or employees. Articles 7:404 (which relate to the situation where it is the client’s intention that an instruction has to be carried out by a specific person), 7:407(2) (which imposes a joint and several liability where an instruction is given to two or more persons) and 7:409 of the Dutch Civil Code shall not be applicable. The client cannot hold any other natural or legal entity liable for performance of the agreement with Cornerstone.
4. The Company reserves the right to adjust its fees in accordance with inflationary changes. Such adjustments, if applied, will be based on the most recent inflation projections published by the European Commission. Adjustments will typically take effect annually before the start of the new calendar year; however, if the engagement has been renewed or amended with addenda, the Company may apply inflation adjustments at the start of any renewal or amended term.
Confidential Information
5. During the term of engagement, Cornerstone may have access to confidential information about the Client and its business(es), which will be deemed to include any documents and information whether written, electronic or otherwise, that is non-public information concerning the Client’s:
a) finances, operational model, business plans and sales and marketing information, plans and strategies, trade secrets including technical data and know-how, business transactions, research activities and dealings and affairs;
b) customers, suppliers, licensors, licensees, agents, distributors, shareholders, management, contractors or other business contacts, including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;
c) intellectual property, existing and planned goods, product lines or services and their components and any underlying technology or proprietary materials, product lines;
d) computer and communications systems, source code and software;
e) in each case whether Cornerstone creates, develops, receives or obtains the information, whether it is marked confidential or not, whether past, current, future or prospective.
Confidential information does not include any information which is generally available to the public other than through Cornerstone’s breach of the Agreement.
6. During and after the term of engagement, Cornerstone will not use or disclose or allow the use or disclosure of any such confidential information without the Client’s prior written consent, except:
a) as necessary to properly perform the Agreement for the Client.
b) where required by law, court order or any governmental or regulatory body.
c) to any of the Client’s employees, officers, subcontractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information.
d) where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its Employees, officers, representatives or advisers).
e) where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
f) where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
7. As soon as either this Agreement ends, however that happens, or the Client requests it, Cornerstone must:
a) return to the Client all materials, equipment, property and documents that it has or controls that either belong to or relate to the Client or its business or clients.
b) delete any such property and information from any electronic device that belongs to the Cornerstone.
8. The Client may have access to the confidential information of the Consultant or Representative included in the first clause in this section on confidential information, and the Client agrees not to use, disclose or allow the use or disclosure of any such confidential information without the Cornerstone’s prior written consent, apart from if the second clause in this section on confidential information applies.
Liability
9. Any liability of Cornerstone is limited to the amount paid out in the case under the professional liability insurance, increased by the amount of the deductible, which according to the policy conditions is not covered by the insurance.
10. In the event that payment under the liability insurance referred to in Article 4 should not take place for whatever reason, the liability of Cornerstone for direct damages shall be limited to three times the monthly fees that were charged and paid in the case. Liability for consequential loss or damage is excluded under all circumstances.
11. Claims for damages expire after a period of one year from the day following the day on which the client became aware, or reasonably was or could have become aware, of the damages and of Cornerstone as the liable party.
12. In connection with its services, Cornerstone is authorised to procure the services of third parties, such as authorised representatives, bailiffs, research agencies, collection agencies, accountants, the land registry, Chamber of Commerce, law firms and/or civil-law notary firms, etc. The costs related in any way to the work performed for the client by these third parties will be charged to the client. Cornerstone is not liable for any shortcomings or wrongful acts by these third parties. It is possible that third parties engaged by Cornerstone in connection with the performance of an assignment will want to limit their liability. Cornerstone presumes, and if necessary, herewith stipulates, that all assignments given to it by clients entail the authority to accept such a limitation of liability also on behalf of those clients.
13. These General Terms and Conditions may also be invoked by persons and legal entities associated with Cornerstone, whether directly or indirectly, and that are involved in any manner in the services provided by or on behalf of Cornerstone.
14. In the event of any amendment to these General Terms and Conditions by Cornerstone, the amended General Terms and Conditions shall apply to all new client assignments as of the date of publication.
15. No client assignments given to Cornerstone shall ever conduce to legal advice on foreign law.
16. The relationship between a client and Cornerstone is governed by Dutch law. Cornerstone uses an office complaints procedure that applies to the services it provides.
17. All disputes between Cornerstone and the client that are not resolved through the office complaints procedure are exclusively submitted to the competent court in Amsterdam.
18. A Dutch version of these General Terms and Conditions is also available. In the event of a dispute concerning the contents or intent of these General Terms and Conditions, the Dutch text and its meaning under Dutch law will be exclusively binding.
