General Terms and Conditions


The following General Terms and Conditions of VVM Excellence N.V. were filed on 29th December 2022 at the subdistrict court judge in Paramaribo, Suriname. The English version is a translation of the “Algemene Voorwaarden - VVM Excellence N.V.”. In the event of any dispute as to the interpretation of any of these conditions, the official Dutch language version shall prevail.
The Dutch language version of our General Terms and Conditions can be found by clicking on the following document: 

  ​1 ​DEFINITIONS

In these General Terms and Conditions, the following definitions apply:

  1. Cloud services: services whereby VVM Excel-lence N.V. uses software, hardware and/or storage space of third parties via the internet and/or makes personal data available to suppliers of this software, hardware and storage space.
  2. You or Client: the party for whom the Engagement is (to be) performed. 
  3. We, us, Contractor: Veditam Vishnu Mishra Providing Excellence N.V. abbreviated as VVM Excellence N.V., hereinafter also referred to as VVM
  4. Engagement: the oral or written agreement in which we commit ourselves towards the Client to perform work. The signed Engagement agreement is also referred to as an Engagement letter.
  5. Parties: Client and Contractor.
  6. Subscription-based services: services that are provided repeatedly and regularly over time during a subscription period.​

  ​ 2 ​APPLICABILITY

  1. These General Terms and Conditions are applicable to all Engagements. 
  2. If the General Terms and Conditions of VVM conflict with the General Terms and Conditions of the Client, the General Terms and Conditions of VVM will prevail over the General Terms and Conditions of the Client.
  3. The Engagement will be performed by us with due observance of applicable professional regulations and applicable (inter)national laws and regulations.​

   ​ 3 ​​​INITIATION OF THE ENGAGEMENT

  1. All engagements, even if assigned to a specific person who works within VVM Excellence N.V. or its company, whether or not related through an employment contract, are deemed to be assigned to VVM Excellence N.V. and accepted and performed on her or for her benefit and in her name.
  2. The Engagement shall take effect as soon as we have received the written agreement in which the Engagement is recorded, duly signed by you and us, except if article 3.4 below applies. Until the signed Engagement letter has not been received by us, we reserve the right to deploy our (personnel) capacity elsewhere. The Engagement confirmation is based on the information provided to us by the Client at the time.
  3. Upon request, the client will provide us with all information and documentation that we need to conduct the client due diligence pursuant to the Service Providers Identification Act (‘WID’). The assessment of whether the identification and the verification take place in accordance with the WID is reserved for us.
  4. We reserve the right to cancel the Engagement if based on our client due diligence issues arise that do not allow us to continue the Engagement under compliance with laws, regulations and professional standards.
  5. If the Engagement signed by the Client has not (yet) been returned to us, the Engagement is deemed to have been initiated under the applicability of these General Terms and Conditions, once execution of the Engagement has already started at the request of the Client.
  6. Engagements can include subscription-based services and/or one-off assignments.
  7. Subscription-based services within an Engagement are provided during a predefined subscription period. Unless stated otherwise in the Engagement letter, the standard subscription period for all subscription-based services is one year and after which it is tacitly extended, every time for a period of one year with due observance of a notice period of three months.

   ​ 4 ​OBLIGATIONS OF THE CLIENT

  1. If cooperation from the Client is required in the context of an Engagement, the Client shall provide us all data and documents that we need for a proper and timely execution of the Engagement, and the Client shall do so on time and in the form and manner that we require.
  2. The Client shall inform us without any delay about (changes in) its legal structure and the control relationships within the group to which it belongs, as well as about all other (financial) partnerships and alliances in which the Client participates or belongs to, all interpreted in the broadest sense and about other facts and circumstances that might be relevant to the execution of the Engagement to enable us to comply with the independence requirements.
  3. The Client is solely responsible for determining the scope and the Engagement description and for taking decisions (partially) based on, or in connection with, our work.
  4. The Engagement is performed by us on the basis of (financial) information that is made available by the Client to us in the context of the Engagement, including conversations that we conduct with the Client or, at its request, with third parties. The Client guarantees that the information it provides is correct and complete. The Client agrees that if we receive information from third parties in respect of the Engagement, we can assume, without any need for further verification, that this information is correct and complete, unless explicitly stated otherwise in the Engagement letter.
  5. Any additional costs, damage or loss resulting from the delay in the execution of the Engagement caused by failure to make the requested information, facilities and/or employees available, or failure to do so on time or in the proper form, shall be for the account and risk of the Client. 
  6. For Engagements that are carried out by us at the Client’s premises, the Client shall be responsible for providing an office space and electronic means of communication that in our opinion are necessary or useful to carry out the Engagement and that comply with all (legal) requirements. 

   ​ 5 ​EXECUTION OF THE ENGAGEMENT

  1. We shall provide all services to the best of our knowledge and ability, and in accordance with professional standards. In relation to the (intended) services we shall be bound by a best-efforts obligation.
  2. While we execute the Engagement, we are completely independent and have the right to determine and schedule the time and duration of the work at our own discretion, with due observance of the agreed periods and guidelines within which the services shall be performed.
  3. We decide the way, and by which resources the Engagement shall be performed. If specific persons who will execute the Engagement are named in the Engagement letter, we reserve the right to replace such persons after consultation with the Client.
  4. We retain the right to make use of third parties for (part of) the execution of the Engagement.
  5. We may charge the Client for executing more work than for which the Engagement has been provided, if this work results from any (inter)national legislation or (professional) rules and regulations applicable to the Engagement or if the Client gives permission for this.
  6. On request of the Client, data and information made available to us by the Client shall be returned to the Client after completion of the Engagement. To the purpose of the Engagement, we shall keep our own (electronic) working files containing (copies of) relevant documents in our conception, which remain our property.
  7. Our administration (including e-mails and digital scans, for example of engagement letters) serve as full proof towards the Client, unless the Client provides proof to the contrary. 
  8. During the execution of the Engagement, we are not deemed to have information from other Engagements that we have performed for the Client or are currently performing for the Client. 
  9. If the Client wishes to involve third parties in the execution of the Engagement, it will only do so after having reached an agreement with us, as the direct or indirect involvement of a third party in the execution of the Engagement can have a significant influence on our ability to perform the Engagement correctly. The provisions of the previous sentence apply mutatis mutandis to us.


   ​ 6 CONFIDENTIALITY AND DATA PROTECTION

  1. Unless (i) any provision from (inter)national law or (professional) regulations obliges us to disclose; (ii) we or any person associated with or employed by us are involved in any disciplinary, civil, administrative and/or criminal proceeding in which this information may be material; or (iii) the Client grants permission, we shall not disclose confidential information or provide it to third parties other than those referred to in paragraph 2 of this article. In performing our work, we act in accordance with the national law on personal data protection.
  2. The Client agrees that in the scope of: (i) an Engagement provided to us by the Client, (ii) compliance with obligations under national or international legislation and regulations, including professional rules and regulations to which we are subject, (iii) risk management and quality review requirements, and (iv) internal business purposes, we process confidential information and personal data concerning the Client and/or persons (formerly) employed by, or for, or associated with the Client, its clients or third parties, including sharing this information with: (a) other VVM teams than those involved in the execution of the Engagement; and (b) if necessary with parties involved in the execution of the Engagement; and (c) subcontractors and IT service providers; and (d) third parties for the purpose of scientific research to be carried out by them to guarantee the quality of our services; and € our insurers or legal or financial advisers.
  3. The client agrees that we may use (confidential) information and personal data received from it or on its behalf, provided that it is anonymized and cannot be traced back, for example in the context of compiling and maintaining best practices, to develop, enhance, modify and improve technologies, tools, methodologies, services and offerings, and/or for development or performance of data analysis or other insight generation (including statistics, research purposes and or benchmarking). We will not use or disclose confidential information in a way that would permit you to be identified by third parties without your consent.
  4. We are entitled to use Cloud services to support our business operations.
  5. Processing of personal data by us takes place in accordance with the applicable (inter)national laws and (professional) regulations in the context of the protection of personal data. 
  6. Unless there are (inter)national laws or (professional) regulations that oblige the Client to disclose or unless we have given prior written permission, the Client shall not disclose, or provide to third parties, any confidential information, including information concerning the Engagement, the content of reports, opinions, advice or any other written or oral statements issued by us.
  7. The parties will impose their obligations under this article on third parties to be engaged by them.
  8. We are entitled to state the name of the Client and provide a general outline of the work performed to our (potential) clients as an illustration of our experience.

   ​ 7 INTELLECTUAL PROPERTY

  1. We reserve all intellectual property rights regarding products of the intellect that we use or have used and/or develop and/or have developed in the context of the execution of the Engagement, and in respect of which we hold or can enforce the copyrights or other intellectual property rights.
  2. The copyrights and any other intellectual property rights, as well as similar rights to protect information relating to developed templates, models and software, accrue exclusively to the Contractor. The Engagement in no way extends to the full or partial transfer of such rights, unless this has been expressly agreed in writing by means of an engagement letter.
  3. The Client is explicitly prohibited from reproducing, disclosing or using commercially, whether alone or involving third parties, our products, including computer programs, system designs, working methods, advice, (model) contracts and working documents, Excel templates and models, brands and logos and other mental products, in the broadest sense of the word. Reproduction and/or publication and/or exploitation is only permitted with our prior written permission. The Client has the right to reproduce the written documents for its own internal use, insofar as it has explicitly obtained in writing the license rights or user rights that are appropriate within the Engagement.
  4. Violation of any provision referred to in Article 7 is regarded as damage to the Contractor as a result of which the Client must immediately compensate the Contractor for each violation, an amount of at least USD 10,000, increased by the damage that the contractor has incurred as a result of that violation. 
  5. After dissolution or (premature) termination of the Engagement, the provisions referred to in this article will still remain in force.

  ​ 8 ​FEES AND PAYMENT

  1. Our fee is exclusive of our out-of-pocket expenses, exclusive of any fees charged by third parties engaged by us and exclusive of any turnover tax and other levies that may be imposed by the government. The aforementioned expenses, declarations and levies will be charged by us to the Client.
  2. If, after the Engagement has been initiated, but before the Engagement has been fully executed, pricing factors, such as wages and/or prices, change, we have the right to adjust the previously agreed fee accordingly.
  3. We remain the right to review and adjust previously agreed fees for subscription-based services annually, with due observance of a one month notice period.
  4. Payments are due, without deduction, discount or debt settlement, within 14 days of the invoice date. Payments shall be made in the currency indicated on the invoice, by means of transfer to a bank account designated by us.
  5. Complaints or objections to the invoice amount submitted do not suspend the payment obligation of the Client.
  6. If the term referred to under 8.4 is exceeded, the Client will be in default by law, after having been reminded at least once by us to pay within a reasonable term. In that case, the Client shall owe us an interest of 1% per month on the amount indebted to us, starting from the date on which the amount has become due until the time of payment.
  7. All judicial and extrajudicial (collection) costs that we incur or have incurred in connection with the Client’s non-compliance with its (payment) obligations are for the account of the Client. We reserve the right to claim the actual costs incurred. The legal costs include the full costs incurred by us, even if they exceed the legal liquidation rate. 
  8. If in our opinion the financial position and/or payment behavior of the Client justifies such action, we are entitled to require the Client to immediately provide (additional) security in a form to be determined by us and/or to make an advance payment. If the Client fails to provide the security required or to pay the requested advance, we are entitled, without prejudice to our other rights, to immediately suspend any further execution of the Engagement, and all amounts that the Client owes us, for whatever reason, shall become immediately due and payable.
  9. In case of a jointly commissioned Engagement, all clients are jointly and severally liable for payment of the full charged amount to us, insofar as the work has been performed for these clients jointly.

  ​ 9 ​COMPLAINTS

  1. Complaints regarding the work performed and/or the invoice amount must be, subject to forfeiture of all claims, submitted to us in writing within 60 days after the dispatch date of the documents or information about which the Client complains, or within 60 days after the discovery of the defect, the error or the shortcoming, if the Client proves that it could not have reasonably discovered the defect, the error or the shortcoming earlier.
  2. Complaints as referred to in the first paragraph do not suspend the Client’s payment obligation. Under no circumstances is the client entitled, based on a complaint in respect of a certain service, to defer or refuse payment for other services provided by us to which the complaint does not relate.
  3. In case of a justified and timely complaint, the Client has the choice between adjusting the fee charged, rectifying or re-performing the rejected work free of charge, or terminating the Engagement in whole or in part against a refund in proportion to the fee already paid by the Client.

  ​10 ​DELIVERY PERIOD 

  1. If the Client owes an advance payment or is required to provide information and/or materials required for the execution, the term within which the work must be completed will not commence until we received payment in or until all information and/or materials have been made available to respectively.
  2. Since the duration of the Engagement can be influenced by various factors, such as the quality of the information provided by the Client and the cooperation that is provided, the periods within which the work must be completed can only be regarded as deadlines if such has been expressly stated in advance in writing in the Engagement letter.
  3. Unless it has been established that execution of the Engagement is permanently impossible, the Engagement cannot be terminated by the Client due to us failing to meet a deadline, unless we do not, either partially or in full, perform the Engagement within a reasonable period of which we have been notified in writing after expiry of the agreed delivery period. The Engagement can then be dissolved in accordance with article 1287 of the Surinamese Civil Code.

   ​11 ​EARLY TERMINATION OF THE ENGAGEMENT 

  1. Either Party may terminate the Engagement in writing with due observance of a notice period of three months unless reasonableness and fairness oppose termination or termination within such a period.
  2. Parties agree that subscription-based services cannot be terminated earlier than the end of the subscription period, with due observance of a notice period of at least three months before the end of the subscription period.
  3. Either Party may terminate the Engagement partially or in full in writing and with immediate effect, without a notice of default or judicial intervention being required, in the event that the other Party is unable to pay its debts, has been granted a provisional or final suspension of payment, has been declared insolvent or bankrupt, if its business is or shall be wound up or discontinued, if a curator, administrator or liquidator has been appointed, undergoes debt restructuring, ceases its activities for any other reason or if the terminating party considers the occurrence of one of the above-mentioned circumstances reasonably plausible. 
  4. If the Client proceeds with early termination of the Engagement, we are entitled to compensation for the services that have been already provided and for any loss of occupancy that has arisen on our side and can be assumed to be plausible, as well as additional costs that we reasonably have to incur as a result of the early termination of the Engagement (such as costs related to subcontracting), unless the termination is based on facts and circumstances that show that there is intent or willful recklessness on our part.
  5. If we have proceeded to early termination, the Client is entitled to our cooperation in the transfer of work to third parties, unless the termination is based on facts and circumstances which show that there is intent or willful recklessness. On behalf of the Client.
  6. In all cases of early termination, we preserve the right to payment of the invoices for work performed by us up to that point, whereby, without prejudice, the preliminary results of the work performed up to that point will be made available to the Client. To the extent that the transfer of work entails additional costs for us, these will be charged to the Client.
  7. Upon termination of the Engagement, each Party shall immediately hand over to the other party all goods, matters and documents in its possession that belong to the other party.

  ​12 ​LIABILITY

  1. We shall perform our work to the best of our ability and exercise the due care that may be expected of us. If errors are made because the Client or a third party designated or tacitly admitted by the Client, provides us with incorrect or incomplete information, we shall not be liable for any resulting damage.
  2. If the Client has proved that we have acted negligently and that the Client has suffered damage as a result of this, our total liability for that damage will not exceed the amount that is equal to the fee that the Client has paid and/or is still owed for the specific work performed under the Engagement from which the liability arises, with a maximum of USD 50,000. If the Engagement has a term of more than six months, the total liability in the scope of the Engagement is limited to the amount of the fee that the Client has paid us and/or is still owed over the last six months before the specific work performed under the Engagement from which the liability arises, with a maximum of USD 50,000. Our limitation of liability does not apply if there is intent or willful recklessness on our part. The limitation of liability also does not apply if the limitation of liability is in conflict with mandatory (inter)national law or (professional) regulations.
  3. If the Engagement is performed for the benefit of more than one (legal) person, the limitation of liability with regard to the Engagement applies to all involved (legal) persons jointly. In the event of liability, it is up to that group of involved (legal) persons themselves to divide the maximum compensation to be paid out among themselves. Payment of the maximum compensation to be paid out to one of the (legal) persons involved as the Client, has a liberating effect on the liability towards all (legal) persons involved as the Client.
  4. The Client indemnifies us and hold us harmless against all third-party claims that may arise as a result of any failure of the Client’s to comply or comply properly with any obligation under the Engagement and/or these General Terms and Conditions, unless the Client demonstrates that the damage is not related to imputable acts or omissions that is attributable to the Client or that the damage is caused by our intent or willful recklessness. This indemnification is also stipulated for the benefit of the (ex) (directors of) shareholders, directors or employees of us and third parties engaged by us for the execution of the Engagement, who can invoke this indemnification directly. Notwithstanding the foregoing, this indemnification does not apply if and insofar as it conflicts with mandatory (inter)national laws or (professional) regulations.
  5. The Client and/or its group companies shall exercise any claim and recovery rights exclusively against us and not against our current or former (directors of) shareholders, directors, or employees engaged by us. The Client explicitly agrees that it and/or its group companies shall not bring any action, claim, or demand for compensation or otherwise, that may arise out of or in connection with the Engagement and/or these General Terms & Conditions, against our current and former (directors of) shareholders, directors and/or employees engaged by us. The aforementioned (legal) persons shall have the right to rely on the foregoing and, to the extent necessary, the aforementioned is an irrevocable third-party beneficiary clause.
  6. In addition to the previous paragraph, we are not liable for damage resulting from intentional and/or deliberate recklessness committed by our current or previous (directors of) shareholders, directors, employees and/or engaged third parties.
  7. We are not liable for any consequential, indirect, business or punitive damage and/or loss of profit. 
  8. The Client's rights of action and other powers towards us, arising for whatever reason from the Engagement, lapses after the expiry of one year after the damage or loss for which we are held liable first manifested itself and in any event five years after the event causing the damage or loss occurred. 

  ​13 ​CONTRACT TAKEOVER

  1. The Client is not permitted to transfer (any obligation under) the Engagement to third parties, unless we expressly agree to this in writing. We are entitled to attach conditions to this permission, which will not be withheld on unreasonable grounds. In that case, the Client undertakes in any case to impose all relevant (payment) obligations from the Engagement and these General Terms and Conditions on the third party. In addition to this third party, the Client will at all times remain jointly and severally liable for the obligations arising from the Engagement and the General Terms and Conditions.
  2. In case of contract takeover, the Client indemnifies us against all third-party claims that may arise as a result of the Client's failure to fulfill or incorrectly fulfill any obligation arising from the Engagement and/or these General Terms and Conditions.

  ​14 ​USE OF INTERNET 

​Parties may communicate with each other via electronic means of communication. The Parties acknowledge that the use of
​electronic ​​means of communication involves risks such as - but not limited to - distortion, delay, interception, manipulation and
​viruses. The Parties hereby declare that they shall not be liable to each other for damage that may arise to one or each of them as a 
​result of ​the use of electronic means of communication. This also applies to the use of electronic means of communication - 
​regardless of their form - in our contact with third parties. The Parties will do or refrain from doing everything that can reasonably ​be expected of each of them to prevent the aforementioned risks from occurring.

  ​15 ​WAIVER OF RIGHTS

​Failure to directly enforce any right or power will not affect or limit our rights and powers under the Engagement. Waiver of right of ​any provision or condition in the Engagement will only be effective if expressly made in writing.

  ​16 ​CONVERSION

​If and insofar as on the grounds of reasonableness and fairness or by virtue of its unreasonably onerous nature, any provision of the ​Engagement cannot be invoked, the relevant provision shall in any case be accorded a meaning corresponding as closely as
​possible to its original intent and purpose so that this provision can nevertheless be invoked.

  ​17 ​CONTINUED EFFECT

​The provisions of the Engagement, of which it is, whether expressly or tacitly, intended to remain in force even after termination of 
​the Engagement, shall remain in force afterwards and shall continue to bind both Parties.

  ​18 ​CONTRADICTORY CLAUSES/PRECEDENCE 

​If these General Terms and Conditions and the written agreement of the Engagement contain mutually contradictory conditions, the ​conditions included in the written agreement of the Engagement shall prevail. These General Terms and Conditions can only be
​deviated from in the written contract of the Engagement.

  ​19 ​RECRUITMENT BAN

​During the execution of the Engagement and within three years after termination of the Engagement, the Client shall not employ ​any employees of VVM who are or have been involved in the performance of the Engagement nor negotiate employment with these ​employees, other than in consultation with VVM. If the Client acts in violation of this provision, VVM is entitled to charge a
​compensation of USD 50,000 to the Client.

  ​20 ​APPLICABLE LAW AND CHOICE OF FORUM

​All Engagements agreed and negotiations between the Parties are governed by Surinamese law. Any disputes related to
​Engagements between the Parties shall in the first instance be settled by the competent court in Paramaribo, Suriname.