Terms & Conditions

General

1. PGMBM Nederland B.V., trading under the name Pogust Goodhead (Pogust Goodhead), is a private limited liability company established under the laws of the Netherlands and with its registered seat in Amsterdam and is registered in the Trade Register under number 83137718.
2. These general terms and conditions apply to every agreement for services (opdracht) between a person (legal entity or natural person) or partnership engaging Pogust Goodhead to provide services (Client) and Pogust Goodhead.
3. These general terms and conditions are available in Dutch and English. Both versions have the same legal force.

Engagement

4. An agreement for services between a Client and Pogust Goodhead will only come into existence when Pogust Goodhead accepts a Client’s engagement for services.
5. Instructions for services shall be accepted and carried out exclusively by Pogust Goodhead as the contracting party. Articles 7:404, and 7:407(2) of the Dutch Civil Code shall not apply.

Liability

6. If the performance of services gives rise to any liability, only Pogust Goodhead can be held liable. Such liability is limited to the amount paid out in respect thereof under its professional liability insurance policy, increased by the amount of the applicable deductible (eigen risico) under that insurance. See here for more information. 
7. Pogust Goodhead’s liability is excluded for damage caused by an event not covered by any insurance.
8. Persons associated with Pogust Goodhead (Associated Persons) cannot be held liable under or in relation to these general terms and conditions and the services performed under, or in relation to, these general terms and conditions.

Associated Persons in these general terms and conditions shall mean all past, present and future:

a) Direct or indirect shareholders of Pogust Goodhead (Shareholders)

b) Group companies, holding companies, operating companies, pension companies or other related entities of Pogust Goodhead or of its Shareholders

c) Each of Pogust Goodhead’s Stichtingen Beheer Derdengelden

d) Partners, employees, secondees, lawyers, advisors, board members, trainees, contractors, temporary employees and freelancers.

The only third parties entitled to invoke these general terms and conditions are Associated Persons (including their legal successors). All that is stipulated in these general terms and conditions for the benefit of Pogust Goodhead applies to them as an irrevocable third-party stipulation for no consideration (derdenbeding om niet).

9. The Client indemnifies Pogust Goodhead and all persons associated with Pogust Goodhead against any claims (including related costs and expenses) made by third parties and any other damage suffered by Pogust Goodhead or a person affiliated with Pogust Goodhead in connection with the services, to the extent that the claim or damage exceeds the amount that is paid out in that regard under Pogust Goodhead’s insurance, plus the applicable deductible. The indemnification does not apply if the claim or damage arises from wilful misconduct or gross negligence (opzet of bewuste roekeloosheid) of Pogust Goodhead. 10. Pogust Goodhead may engage third parties at the Client’s expense under the terms stipulated by such third parties. Pogust Goodhead may accept such terms, including any limitation of liability, on behalf of the Client. Pogust Goodhead cannot be held liable for any act or omission of such third parties.
10. The Client shall provide Pogust Goodhead with any information that Pogust Goodhead, its shareholders or subsidiaries, or third parties or banks engaged by it/them may need to meet any obligations to establish the identity of Clients and persons affiliated with Clients, including obligations under the Dutch Prevention of Money Laundering and Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme). Pogust Goodhead is obliged to report unusual transactions to the competent authorities without informing the Client.
11. Under Dutch legislation implementing Council Directive (EU) 2018/822, Pogust Goodhead is required to provide information on reportable cross-border arrangements to the tax authorities in certain circumstances.

Fees and invoices

13. Unless otherwise agreed, Pogust Goodhead invoices its services on the basis of time spent, in accordance with its applicable hourly rates, increased with a 6% general office cost surcharge. Fees and expenses owed by the Client will be increased by the applicable turnover tax (VAT) as required by law.
14. Expenses incurred by Pogust Goodhead (such as courier, travel and accommodation costs, registration and court fees, and costs, including interest, charged by persons not affiliated with Pogust Goodhead and banks) will be for the Client’s account.
15. Pogust Goodhead invoices on a monthly basis. The period for payment is 30 days from the invoice date.

Client’s Funds

16. Pogust Goodhead and the Stichting Beheer Derdengelden PGMBM may hold Client funds and third-party funds for safekeeping and deposit such funds with a bank of their choice. Pogust Goodhead and the Stichting Beheer Derdengelden PGMBM cannot be held liable if said bank fails to meet its obligations.

Privacy and Data Protection

17. All electronic communication, including e-mails, shall be deemed to be in writing. As part of its activity, Pogust Goodhead uses digital communication, data storage and cloud computing services, and cannot be held liable for any loss resulting from the use thereof.
18. Pogust Goodhead processes personal data of its Clients and persons working for its Clients in order to provide the best possible service and to comply with statutory obligations. Pogust Goodhead refers to its Privacy Statement, which can be found here.
19. Pogust Goodhead shall retain its files and all documents and other data carriers at its disposal in connection with the services during the statutory retention period. After this period, Pogust Goodhead may destroy documents without notifying the Client.

Termination

20. The Client may terminate the engagement at any time, but only by giving written notice to its contact at Pogust Goodhead.
21. If the engagement is terminated, the Client will owe the fees for the work carried out by Pogust Goodhead before the end of the engagement and for any subsequent work that Pogust Goodhead may need to do to transfer the matter to the Client or a third party.

Governing law

22. All legal relationships between the Client and Pogust Goodhead are governed by Dutch law.
23. The complaints procedure of Pogust Goodhead – which can be found on here applies to work carried out by any persons affiliated with Pogust Goodhead.
24. Any dispute between the Client and Pogust Goodhead arising out of or in connection with the agreement for services, including disputes about its existence and its validity and any non-contractual obligations, shall be submitted exclusively to the competent court in Amsterdam, Netherlands.

Amsterdam, 3 September 2023