GENERAL TERMS AND CONDITIONS GREEN FELLOWS CONSULTANCY B.V.
Version 25 August 2026
Article 1 – General
1.1. Green Fellows Consultancy B.V. (hereinafter: “Green Fellows”) is a private limited company providing independent consultancy, design, research and project support services in the fields of electric mobility, energy management and energy infrastructure.
1.2. These General Terms and Conditions apply to all quotations, engagements and agreements between Green Fellows and its client, unless the parties agree otherwise in writing.
1.3. Any general terms and conditions of the client are expressly rejected.
1.4. All engagements are accepted and performed exclusively by Green Fellows. Employees, staff members, former staff members and third parties engaged by Green Fellows may, where relevant, also rely on these General Terms and Conditions.
1.5. In the event of inconsistency, the following order of precedence applies: the written agreement or engagement confirmation, these General Terms and Conditions and subsequently any supplementary industry terms and conditions.
Article 2 – DNR and scope
2.1. For consultancy, design and engineering engagements that may fall within the scope of The New Rules 2011, DNR 2011, first revision July 2013, applies on a supplementary basis, unless otherwise stated in writing in the quotation or engagement confirmation.
2.2. For engagements that by their nature fall outside the scope of the DNR, such as separate market analyses, commercial support, training or other non-technical consultancy services, only the written agreement and these General Terms and Conditions apply, unless otherwise agreed.
2.3. Existing agreements remain governed by the terms and industry conditions agreed when those agreements were entered into.
Article 3 – Performance of the engagement
3.1. Green Fellows performs the engagement carefully, independently and in accordance with its best professional judgment, based on the information available at the relevant time.
3.2. Within the agreed scope, Green Fellows determines how the services are performed. Green Fellows may engage qualified third parties where appropriate.
3.3. Unless a specific result obligation has expressly been agreed in writing, the services constitute a best-efforts obligation.
3.4. Advice, designs, calculations and other deliverables are based on the assumptions, information and conditions known at the time of performance. Changes to these may require the deliverables to be revised.
Article 4 – Client obligations
4.1. The client shall provide in a timely manner all information, decisions, documents, access and cooperation that Green Fellows can reasonably require to perform the engagement.
4.2. The client is responsible for the accuracy and completeness of information provided by or on behalf of the client, unless Green Fellows should reasonably have identified that such information was incorrect.
4.3. Delays or additional work caused by information, decisions or cooperation not being provided on time may affect the schedule and costs.
Article 5 – Fees, costs and invoicing
5.1. The client shall pay Green Fellows in accordance with the rates and arrangements stated in the quotation or engagement confirmation. Unless otherwise stated, amounts exclude VAT and any agreed travel, accommodation and other project-related costs.
5.2. Where no fixed fee has been agreed, Green Fellows invoices on the basis of time actually spent and the agreed rates.
5.3. Invoices must be paid within 30 days of the invoice date, unless a different payment term has been agreed in writing.
5.4. If payment is not made on time, the client shall owe statutory commercial interest under Dutch law after expiry of the payment term. Reasonable extrajudicial collection costs shall also be payable by the client to the extent permitted by law.
Article 6 – Changes and additional work
6.1. Work outside the agreed scope constitutes additional work. Green Fellows shall notify the client in advance as soon as it is reasonably clear that additional effort is required.
6.2. Changes to the scope, assumptions, schedule or required deliverables may result in an adjustment to the fee and lead time.
6.3. Where immediate action is necessary to limit damage, delay or safety risks and prior consultation is not reasonably possible, Green Fellows may perform the necessary work and charge it separately.
Article 7 – Liability
7.1. Green Fellows is liable only for damage that is the direct result of an attributable failure by Green Fellows in performing the engagement.
7.2. For engagements to which DNR 2011 applies, liability is governed by the liability regime of DNR 2011, unless the parties agree otherwise in writing.
7.3. For other engagements, Green Fellows is not liable for indirect or consequential loss, loss of profit, loss of anticipated savings, production loss, business interruption or damage arising from third-party claims, except to the extent such exclusion is prohibited by mandatory law.
7.4. Green Fellows is not liable for damage resulting from incorrect or incomplete information supplied by the client or third parties, changes made after delivery without Green Fellows’ involvement, or use of advice or a design for a purpose other than that for which it was prepared.
7.5. Limitations of liability do not apply in the event of intent or deliberate recklessness by Green Fellows’ management or to the extent limitation is not permitted under mandatory law.
Article 8 – Intellectual property and right of use
8.1. Intellectual property rights in methods, models, formats, calculations, texts, designs, data files and other materials developed by Green Fellows remain vested in Green Fellows or its licensors, unless otherwise agreed in writing.
8.2. Following full payment, the client obtains a non-exclusive right to use the deliverables specifically produced for the engagement, solely for the purpose for which they were prepared.
8.3. Without prior written consent, deliverables may not be substantively modified, reused for another project or commercially provided to third parties, unless such use follows from the nature of the engagement.
Article 9 – Confidentiality and data
9.1. The parties shall treat as confidential any information identified as confidential or whose confidential nature should reasonably be apparent.
9.2. Green Fellows may use general knowledge, experience and non-identifiable insights acquired during an engagement for other engagements.
9.3. Personal data is processed in accordance with applicable privacy legislation and Green Fellows’ privacy policy.
Article 10 – Schedule, suspension and termination
10.1. Schedules and delivery dates are based on the circumstances known at the start of the engagement. They constitute strict deadlines only where this has expressly been agreed in writing.
10.2. Green Fellows may suspend its services if the client materially fails to fulfil its obligations, including payment obligations, after the client has been given a reasonable opportunity to remedy that failure.
10.3. In the event of early termination, Green Fellows is entitled to payment for services performed up to the termination date, costs incurred and commitments reasonably entered into.
10.4. Where DNR 2011 applies to the engagement, its provisions regarding termination and cancellation apply on a supplementary basis.
Article 11 – Force majeure
11.1. Neither party is liable for delay or failure caused by circumstances reasonably beyond its control.
11.2. In such a case, the parties shall consult as soon as reasonably possible regarding the consequences for schedule, scope and costs.
Article 12 – Complaints
12.1. The client shall notify Green Fellows of a complaint concerning performance or an invoice as soon as reasonably possible after the relevant issue is discovered or should reasonably have been discovered.
12.2. A complaint does not automatically suspend the client’s payment obligation unless Green Fellows confirms otherwise in writing.
Article 13 – Governing law and disputes
13.1. The legal relationship between Green Fellows and the client is governed by Dutch law.
13.2. For engagements to which DNR 2011 applies, the dispute resolution mechanism agreed under DNR 2011 applies unless the parties have deviated from it in writing.
13.3. For other disputes, the competent Dutch court has jurisdiction. If the parties have not agreed a different competent court, the dispute shall be submitted to the court having jurisdiction under Dutch law.
Article 14 – Final provisions
14.1. If any provision of these General Terms and Conditions is void or unenforceable, the remaining provisions remain fully effective. The parties shall replace the affected provision with a valid provision that reflects its purpose and intent as closely as possible.
14.2. Green Fellows may amend these General Terms and Conditions. For engagements already entered into, the version applicable when the engagement was concluded remains applicable unless the parties agree otherwise in writing.
Green Fellows Consultancy B.V.
Address: Dorpstraat 46 C, 7361 AW Beekbergen, The Netherlands
Email: george@greenfellows.eu
Telephone: +31 6 53681144
