Terms and Conditions

ARTICLE 1. | DEFINITIONS

In these general conditions, the terms below, which are each capitalised, are used with the following meaning:

Shamrock: Shamrock Information Security, the user of these general terms and conditions, with its registered office at Binderij 7 C, 1185 ZH in Amstelveen, registered in the Commercial Register under Chamber of Commerce number 71139435.
Client: any natural person or legal entity with which Shamrock has concluded or intends to conclude an Agreement.
Consumer: a Client, who is a natural person who does not act in the conduct of a profession or business.
The Parties: Shamrock and the Client.
Agreement: any agreement between the Parties within the context of which Shamrock has committed towards the Client that it will provide Services.
Distance Agreement: an agreement concluded between Shamrock and a Consumer within the context of an organised system for concluding distance agreements without simultaneous, personal presence on the part of Shamrock and the Consumer and in which connection exclusive use is made of one or more means of distance communication up to the moment of the conclusion of the Agreement, such as in the case the Agreement is concluded via the website operated by Shamrock or a third party. An Agreement is therefore not a Distance Agreement if Shamrock does not use an organised system for concluding distance agreements for this purpose, such as in the event the Consumer looks up Shamrock’s contact details on the internet or in a telephone book and concludes an Agreement by e-mail or by telephone.
Services/Service Provision: the provision of services to which Shamrock has committed towards the Client within the context of the Agreement, which may include, but not exclusively and within the broadest sense of the word, consultancy, performance of audits and related services, interim services, provision of (online) training and E-Learning.
E-Learning: the whole set of (educational) content Shamrock makes available to the User via the Platform for a definite period.
User: any natural person who has the right to use the E-Learning within the context of the Agreement, whether or not via the Client.
Platform: the website on which Shamrock makes the E-Learning available to the User.
In Writing/Written: in addition to traditional written communication, communication by e-mail or any other manner of communication that can be deemed equivalent thereto in view of the state of the art and according to generally accepted standards.

ARTICLE 2. | GENERAL PROVISIONS

These general terms and conditions apply to all offers made by Shamrock and to all Agreements concluded.
These general terms and conditions also apply to Agreements whose performance involves the engagement of third parties.
The applicability of any general terms and conditions on the part of the Client, however named, is expressly rejected.
Deviations from the provisions of these general terms and conditions are only possible expressly and In Writing. If and insofar as the matters agreed between the Parties expressly and In Writing deviate from the provisions of these general terms and conditions, the matters agreed between the Parties expressly and In Writing apply.
The fact that one or more of the provisions of these general terms and conditions or the Agreement as such is declared void or invalid does not affect the validity of the other stipulations. If applicable, the Parties will be obliged to consult in order to reach a replacement arrangement with respect to the stipulation that was affected. The purpose and purport of the original provision will be observed as much as possible in this connection.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

All offers made by Shamrock, including contracts presented for digital signing, are without obligation, unless they indicate a term for acceptance. Shamrock has the right to withdraw offers made without obligation immediately or, at any rate, as soon as possible after they have been accepted.
Obvious errors and mistakes in a Shamrock offer do not bind it.
The Client cannot derive any rights from an offer made by Shamrock based on incorrect or incomplete information provided by the Client.
Without prejudice to the provisions of paragraph 1, an Agreement is concluded at the moment Shamrock’s offer is accepted by the Client in the appropriate manner. The Client can only accept an offer made by Shamrock in full and without changes, unless Shamrock indicates otherwise.
In the event the Client concludes the Agreement on behalf of a different natural person or legal entity, it declares that it is authorised to do so by concluding the Agreement. The Client is jointly and severally liable in addition to this natural person or legal entity for all obligations arising from that Agreement.

ARTICLE 4. | RIGHT OF WITHDRAWAL IN CASE OF DISTANCE AGREEMENTS

Subject to the provisions in the remainder of this article and in particular the provisions of the next paragraph, Consumers have the right to withdraw from a Distance Agreement up to 14 days after it is concluded.
Consumers do not have the right to withdraw after the Distance Agreement has been performed in full, provided:
a) performance commenced with the Consumer’s express, prior approval; and
b) the Consumer has declared that he waives his right to withdraw as soon as Shamrock has performed the Agreement in full.
In case of E-Learning, in which connection the full e-learning content is made available to the Consumer immediately after conclusion of the Distance Agreement, the right to withdraw will be excluded if the conditions under a) and b) have been met.
Provision of the Services within the 14-day withdrawal period only takes place at the Consumer’s express request.
When exercising the right to withdraw following a request in accordance with the previous paragraph, the Consumer will owe Shamrock an amount proportionate to that part of the Distance Agreement performed by Shamrock at the moment the right of withdrawal is exercised.
Consumers have the right to withdraw the Distance Agreement by submitting a request to Shamrock by means of an e-mail to that effect or by using the model withdrawal form offered by Shamrock. Shamrock will confirm the withdrawal of the Distance Agreement to the Consumer by e-mail as soon as possible after Shamrock is notified of the Consumer’s intention to withdraw the Distance Agreement and as soon as the conditions of this article have been met.
Shamrock will refund to the Consumer any payment already received from the Consumer less the possible amount referred to in paragraph 4, as soon as possible but within at most 14 days after withdrawal of the Distance Agreement.

ARTICLE 5 | SCOPE AND CONTENT OF THE AGREEMENT IN GENERAL

The Agreement comprises exclusively the Services that have been agreed between the Parties expressly and In Writing. Without prejudice to the Parties’ possibility of making supplementary arrangements, Shamrock is never obliged to provide Services that are outside the content or scope of what was agreed expressly and In Writing. Any additional work agreed between the Parties will be performed against the rates expressly agreed in this connection.
If and insofar as the Parties have not made express and Written arrangements in this connection, the Services will be provided within the customary time scheduled by Shamrock for this purpose. Without prejudice to the Parties express and Written agreements in this connection, Shamrock will determine the manner in which the Services will be provided.
Including in the event the Agreement was concluded for a longer period, as in the case of interim services, the Parties never intend to conclude an employment contract with each other within the meaning of Article 7:610 et seq. of the Dutch Civil Code (DCC); the Parties wish to contract with each other exclusively on the basis of a contract for services within the meaning of Article 7:400 et seq. DCC. Also, any notional employment relationship with homeworkers or individuals deemed equivalent to someone in a position of employment as referred to in Articles 2b and 2c of the Wages and Salaries Tax (Implementation) Decree 1965 and Articles 1 and 5 of the Identification of Working Relationships as Employment Decree (Decree of 24 December 1986, Bulletin of Acts and Decrees 1986, 655) is excluded. Shamrock structures its Services independently. There will be coordination with the Client in case of cooperation with other parties to the extent such is necessary for the provision of the Services so that it takes place optimally. If necessary in connection with the performance of the Services, Shamrock will conform to the working hours of the Client. Shamrock is entirely independent in the provision of its Services. It provides the Services as it sees fit and without supervision or management on the part of the Client. The Client does have the right to issue directions and instructions concerning the result of the assignment to be performed by Shamrock.

ARTICLE 6. | TERM, TERMINATION AND EARLY CANCELLATION OF THE AGREEMENT

If it follows from the nature or purpose of the Agreement that it does not end as a result of completion of the Services, it will be presumed that the Agreement was concluded for an indefinite period, unless a definite term was agreed expressly and In Writing.
In case the Agreement was concluded for a definite period, the Agreement will each time be tacitly renewed for the definite period that was agreed originally after the Agreement has ended, unless agreed otherwise expressly and In Writing or the Agreement was terminated in time in accordance with the previous paragraph.
Agreements concluded for a definite or indefinite period as referred to in paragraph 1 end as a result of Written termination with due observance of a notice period of one month, but not before the possible definite period has ended. In the event notice of termination is not given in time, the Agreement will end on the next possible end date, on the understanding that the Parties may determine a buyout payment by way of compensation for early termination of the Agreement.
In the event the Client cancels all or part of the Agreement early, fails to observe the applicable notice period or otherwise prevents Shamrock from providing the Services, the Client will continue to owe the full agreed price, without prejudice to the provisions of article 4 and the next paragraph. If and insofar as an hourly rate has been agreed, the agreed or, in the absence thereof, the expected time spent will be taken into account for the determination of the cancellation fee. Shamrock may deviate from the above to the benefit of the Client, but can never be obliged to do so.
In the event a Consumer cancels an Agreement early within the meaning of Article 7:400 of the Dutch Civil Code, which does not include the provision of E-Learning, but does include the other Provision of Services by Shamrock, the following cancellation arrangement will apply contrary to the provisions of paragraph 4:
a) If and insofar as the agreed price is linked to the hours worked, Shamrock will be entitled to payment of the hours already worked up until the date of cancellation;
b) If and insofar as a fixed price has been agreed, Shamrock will be entitled to a part of the agreed price to be determined in a reasonable manner. When determining this part, account will be taken among other things of the Services already provided by Shamrock, the Consumer’s benefit therefrom and the reason that forms the basis for the cancellation. Shamrock is only entitled to the full agreed price if the end of the Agreement is attributable to the Consumer and payment of the full agreed price is reasonable in view of all circumstances of the case. Any savings that arise for Shamrock from the cancellation will be deducted from the cancellation fee.
The provisions of article 4 prevail over the provisions of the previous paragraph.

Strip tickets

A strip ticket gives entitlement to the provision of the expressly agreed number of hours of the Services to which the strip ticket relates. The strip ticket can also be used for any travel time spent by Shamrock. Strip tickets are charged per quarter of an hour.
A strip ticket is valid for the definite period agreed expressly and In Writing, in the absence of which a period of validity of 12 months will apply. The period of validity commences on the day agreed expressly. In the event the period of validity has ended, the Client will not longer be entitled to provision of the Services based on the strip ticket, even if the agreed number of hours has not yet been used up.
The Services based on a strip ticket are provided at the Client’s initiative, subject to sufficient availability on the part of Shamrock. The Parties take account of each other’s reasonable interests when determining the hours to be worked.

ARTICLE 7 | THE CLIENT’S OBLIGATIONS IN GENERAL

In the event Services within the context of Agreement are provided at the Client’s location, or a different location designated by the Client, Shamrock will determine the manner of its transport to this location, whether or not following prior consultation with the Client and the Client will ensure that Shamrock is able to make use of the items and facilities present at the location requested by it within reason and free of charge.
The Client is always obliged to provide Shamrock fully and correctly with all data, information and documents required for the preparation and/or (further) performance of the Agreement and requested by Shamrock as soon as possible. . When performing the Agreement, Shamrock also proceeds based on the data, information and documents provided by the Client. In the event Shamrock performs the Agreement in accordance with incorrect or incomplete data, information or documents provided by the Client, such cannot be considered to be a failure on the part of Shamrock.
If it was agreed that employees of or executive personnel within the Client’s organisation or third-party engagement in the performance of the Agreement are to be involved, the Client will guarantee that these persons are available to Shamrock in a timely manner and that they will cooperate fully and carry out the tasks required to enable Shamrock to perform the Agreement in a proper manner. In addition, the Client must always render all cooperation required for the performance of the Agreement, including the granting of all powers and authorisations required for proper performance of the Agreement. The Client will implement all measures that may be required of it within reason to optimise the performance of the Agreement.
In the event the Client fails to comply with its obligations as referred to in the previous paragraphs of this article or fails to do so in time, Shamrock will have the right, without prejudice to the other provisions of these general terms and conditions, to suspend performance of the Agreement and/or to charge the additional costs arising from the delay to the Client in accordance with the rates customarily applied by it.

ARTICLE 8. | SPECIAL PROVISIONS FOR INTERIM ASSIGNMENTS

Shamrock has the right within the context of interim assignments to represent the Client after agreement has been reached regarding the necessary powers. Shamrock is only authorised within the limits of these arrangements. The Client will arrange for the Written formalisation of the aforementioned agreement at Shamrock’s request.
Within the context of an interim assignment, the Client will not instruct Shamrock to perform acts that are contrary to applicable law, any articles of association of the Client, the decisions and guidelines of the bodies of the Client and/or professional ethics.
Within the context of an interim assignment, the Parties will consult at the initiative of one or both of them in case a disagreement arises with the Client regarding the performance of the interim assignment.

ARTICLE 9. | E-LEARNING

Shamrock grants the User a non-exclusive, non-transferable and non-sublicensable right of use in relation to the Platform and the E-Learning. This right of use lapses due to the fact that the Agreement ends.
The right of use referred to in the previous paragraph cannot be transferred. It is not permitted to sell, rent out, or sublicense the right of use nor can it be made available to a third party for any purpose or in any manner whatsoever.
The User may only exercise the right of use referred to in paragraph 1 for the performance of its duties at the Client.
All acts performed under a User account are attributed to the Client. Use of the Platform based on login details provided by Shamrock within the context of the Agreement therefore takes place under the Client’s responsibility. The Client guarantees that Users who use the Platform conform to the conditions attached to the Use of the Platform pursuant to the present general terms and conditions. Failure to comply with these conditions is attributed to the Client as if they concerned its own acts and omissions.
It is not permitted to use the content made available via the Platform, such as videos, images and texts, for purposes other than the purposes for which they were made available to the User. Use of the content is only permitted with the aid of and in accordance with the offered and normal functionalities of the Platform. The dissemination, copying, selling and licensing of the aforementioned content, among other things, is strictly forbidden.
The Client agrees that all instructions that may be issued by Shamrock in connection with the use of the Platform will be observed.
It is not permitted to use the Platform for illegal or other unauthorised purposes. Use of the Platform must take place with due observance of all legislation, rules and regulations imposed by the government applicable to the use of the Platform. In particular, Users are bound by the applicable legislation concerning intellectual property.
It is not permitted to obstruct or disrupt the Platform or the servers or networks used by Shamrock for the operation of the Platform, such as by sending worms, viruses, spyware, malware, or other destructive or disruptive codes.
Shamrock has the right to change the content of the E-Learning at any time in respect of issues that are not reasonably onerous to the Client or the User.
The Client guarantees that the User refrains from unauthorised use of the Platform, therefore including the E-Learning, and that it will adopt an attitude and act in accordance with what may be expected by Shamrock from a reasonable user. It is not permitted in particular to:
- gain or attempt to gain access to E-Learning to which the person concerned is not authorised;
- make such use of the Platform that its correct operation is obstructed or that may cause damage or nuisance to other users of the Platform;
- share with third parties login details for access to the Platform within or outside the Client’s organisation.
Shamrock may expand the Platform or the E-Learning with modules that contain new functionalities. Modules that are offered to new users of the Platform against payment are not automatically part of the scope of application of the Agreement. In the event the User wishes to make use of such modules, it will be required to make further arrangements about this with Shamrock via the Client.

ARTICLE 10. | THIRD PARTIES

Shamrock has the right at all times to involve third parties in the provision of the Services. Unless and insofar as it follows from the nature or purport of mandatory stipulations that the right to performance is expressly reserved for Shamrock, the obligations of the Client under the Agreement also apply to the third parties involved by Shamrock in the provision of the Services. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. In the event Parties involve third parties in the performance of the Agreement following mutual agreement, or the Client independently involves third parties in the performance of the Agreement, Shamrock will never be liable for damage that arises as a result of failures attributable to those third parties. The matters set out above do not affect the limitation of Shamrock’s vicarious liability regarding its non-subordinate auxiliary persons, which limitations arise from the law.

ARTICLE 11. | TERMS

Shamrock endeavours to comply with implementation and delivery terms agreed between the Parties, but these terms will never constitute strict deadlines. Shamrock will not be in default until after the Client has given Shamrock Written notice of default, which notice of default indicates a reasonable term within which Shamrock may comply with the obligation as yet and compliance has still not taken place after the latter term has ended.

ARTICLE 12. | COMPLAINTS

The Client is obliged to notify Shamrock orally of any complaint regarding the performance of the Agreement by or on behalf of Shamrock, immediately after the defect presumed by it is discovered or could reasonably have been discovered, and subsequently confirm to Shamrock In Writing within two days failing which it will be presumed that Shamrock has complied with its obligations in this connection, the Client can no longer invoke any failure on the part of Shamrock and Shamrock can no longer be held responsible in this connection for any damage sustained by the Client. The above does not apply in respect of E-Learning and online training if the Client is a Consumer. Shamrock guarantees to Consumers that the E-Learning and online training courses comply with the Agreement concerned.
In the event the Services provide for the performance of an audit, the findings of the report cannot be called into question after the audit has ended. Such will not result in a well-founded complaint on the part of the Client.
Complaints regarding the amount of invoices must be submitted to Shamrock within seven days after the invoice date, failing which the Client’s right to lodge an objection in this connection will have lapsed.
Complaints on the part of the Client never suspend its payment and other obligations under the Agreement unless this is precluded by the law in a mandatory manner to the benefit of the of the Consumer.

ARTICLE 13. | FORCE MAJEURE

Shamrock is not obliged to comply with any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it pursuant to the law, a legal act or in common opinion. In addition to the definition in legislation and case law, force majeure is defined as all outside causes that are beyond Shamrock’s control, including errors and failures on the part of third parties, incapacity for work on the part of employees, disasters, epidemics, pandemics, war and the threat of war, disruptions to or breakdowns of the internet, telecommunications infrastructure, cyber attacks, power failures, fires and floods and those that preclude or seriously complicate (further) performance of the Agreement.
In the event performance of the Agreement becomes permanently impossible due to force majeure, the Parties will have the right to dissolve the Agreement with immediate effect.
In the event Shamrock has already complied in part with its obligations or is only able to comply with its obligations in part when the situation of force majeure arises, it will have the right to invoice the part that was performed in part or, as the case may be, the part of the Agreement that can be performed separately, as if it concerned an independent Agreement.
Without prejudice to the application of the previous paragraph, damage resulting from the previous paragraph is never eligible for compensation.

ARTICLE 14. | SUSPENSION AND DISSOLUTION

In the event this is justified by circumstances, Shamrock will have the right to suspend performance of the Agreement or to dissolve all or part of the Agreement with immediate effect, if and insofar as the Client fails to comply with its obligations under the Agreement, including the provisions of these general terms and conditions, or fails to do so in time or fully, or in the event Shamrock becomes aware of circumstances after conclusion of the Agreement that give it a well-founded fear that the Client will not comply with its obligations.
In the event the Client is bankrupt, any attachment is levied against its goods or it is otherwise not free to dispose of its assets, Shamrock will have the right to dissolve the Agreement with immediate effect, unless the Client has already provided sufficient security for payment of the amounts owed by it to Shamrock.
Shamrock furthermore has the right to dissolve the Agreement if and insofar as circumstances arise that are such in nature that performance of the Agreement is impossible or unchanged maintenance of the Agreement cannot reasonably be expected of it.
The Client is never entitled to any form of compensation in connection with the right to suspend or dissolve exercised by Shamrock on the basis of this article.
Insofar as the suspension or dissolution of the Agreement is attributable to the Client, the Client will be obliged to compensate the damage sustained by Shamrock as a result of the suspension or dissolution of the Agreement.
In the event Shamrock dissolves the Agreement on the basis of this article, all claims it has against the Client will be immediately due and payable.

ARTICLE 15. | PRICES, COSTS AND PAYMENTS

Shamrock’s offer indicates the price and any additional costs. Any bank charges for international transactions and usage costs relating to the telephone and the internet, in the event work is performed outside the Netherlands, will also be for the Client’s account.
All amounts indicated by Shamrock and owed by the Client to Shamrock are exclusive of VAT, unless expressly indicated otherwise In Writing and on the understanding that an offer made by Shamrock to Consumers indicates these amounts (also) inclusive of VAT.
In the event the Agreement has a completion term exceeding one year, Shamrock will have the right to index the agreed rates annually on 1 January in accordance with the Consumer Price Index Figure (CPI) as determined by Statistics Netherlands. This adjustment will be based on the increase of the Consumer Price Index published by Statistics Netherlands in respect of the previous year.
Shamrock has the right at all times to demand that all or part of the amounts accruing to it and owed by the Client be paid in advance. In the event the Agreement has a longer completion time, Shamrock will have the right to invoice on a fortnightly basis, unless expressly agreed otherwise In Writing.
Unless Shamrock has indicated otherwise, payments must be made in euros, in the manner indicated by Shamrock and within 14 days after the invoice date. An exchange rate surcharge will be applied if it was agreed that payment will be made in a different currency.
Shamrock has the right to make the invoices addressed to the Client available to it exclusively by e-mail.
In case of liquidation, bankruptcy, or a suspension of payment on the part of the Client, claims against the Client will be immediately due and payable.
The Client never has the right to set off its possible claims against Shamrock against Shamrock’s claims against the Client, unless and insofar as this is precluded by the law in a mandatory manner to the benefit of the Consumer.
The final payment date indicated by Shamrock is a strict deadline, unless the Client is a Consumer in which case default on the part of the Consumer does not arise until after the reminder period of 14 days indicated in a Written notice of default on the part of Shamrock has ended. In respect of the outstanding amount, the Client will owe interest of 2% per month as from the day the Client is in default, in which connection a part of a month will be counted as a full month. Contrary to the previous sentence, statutory interest will apply instead of the contractual interest referred to therein in the event the Client is a Consumer.
All reasonable costs, including judicial, extrajudicial and enforcement costs, incurred to collect the amounts owed by the Client are for its account. This will not involve deviations from the provisions of the Collection Costs Act to the detriment of the Consumer.

ARTICLE 16. | LIABILITY AND INDEMNIFICATION

Without prejudice to the other provisions of these general terms and conditions, Shamrock is not liable for damage in connection with or damage caused by the fact that the data, information or documents provided by the Client are incorrect or incomplete, or a different failure to comply with the Client’s obligations arising from the law or the Agreement or a different circumstance that cannot be attributed to Shamrock.
Shamrock provides the Services to the best of its knowledge and ability and in accordance with high standards. Insofar as the nature and/or purport of the Services do not preclude this in a mandatory manner, Shamrock only commits to a best efforts obligation and Shamrock cannot guarantee that the results the Client wishes to achieve by concluding the Agreement will actually be achieved.
Shamrock is not liable for damage as a result of disruptions or maintenance to be performed on the platforms. Shamrock will endeavour to optimise the correct operation and accessibility of the Platform, but Shamrock cannot guarantee that the Platform will always be available without interruption and that all of its facilities will function without any problems. All liability on the part of Shamrock in this connection is excluded.
In the event Shamrock is liable for any damage, Shamrock will always have the right to remedy this damage. The Client must afford Shamrock the opportunity to do so, failing which all liability on the part of Shamrock in this connection will lapse.
Shamrock is not liable for damage as a result of unauthorised use of login details for gaining access to the Platform.
In addition, Shamrock is not liable for viruses or other harmful components that cause damage to the Client’s hardware or software via the website or servers owned by Shamrock or third parties, with the exception of intent and wilful recklessness on the part of Shamrock.
Shamrock is never liable for indirect damage, including losses sustained, lost profit and damage resulting from business interruption. Indirect damage (and therefore direct damage) is defined exclusively as:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination concerns damage that qualifies for compensation within the meaning of these general terms and conditions;
- any reasonable costs incurred to have Shamrock’s performance comply with the Agreement, insofar as these can be attributed to Shamrock;
- reasonable costs incurred in order to prevent or limit damage, insofar as the Client demonstrates that these costs resulted in limitation of the damage that qualifies for compensation within the meaning of these general terms and conditions.
Shamrock’s liability is limited to no more than the subsequent proper provision of the agreed Services. In the event such remedy is impossible, Shamrock’s liability will be limited to at most the invoice value of the Agreement or, at any rate, that part of the Agreement to which Shamrock’s liability relates, on the understanding that Shamrock’s liability will never exceed the amount that is actually paid out on the basis of the liability insurance taken out by Shamrock in the case in question, increased by any excess on the part of Shamrock that applies pursuant to that insurance. In the event the Agreement has a completion time that exceeds six months, the invoice value calculated over the last six months of the Agreement will be assumed for the determination of the invoice value as referred to in the previous sentence.
Without prejudice to the provisions of the next paragraph and without prejudice to the application of the due dates referred to in article 12, the prescription period of all claims and defences against Shamrock lapses one year after the Client becomes or could reasonably become aware of the claim, on the understanding that without prejudice to the provisions of the next paragraph any right to compensation will be deemed forfeited if 18 months have passed since the termination of the Agreement and the Client has not submitted the claim concerned to Shamrock within the aforementioned term.
Legal claims and defences on the part of Consumers, based on facts that would justify the argument that the E-Learning or an online training course allegedly does not comply with the Agreement, prescribe as a result of the passage of two years after the E-Learning was made available or the performance of the online training, unless the Consumer was unaware of the defect or was not required to be aware of the defect, in which case the provisions of the previous paragraph apply.
The Client indemnifies Shamrock against any claims from third parties, including Users, who sustain damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than Shamrock.
The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intent or wilful recklessness on the part of Shamrock’s management.

ARTICLE 17. | CONFIDENTIALITY

Unless this is approved by the Client or if the nature or purport of the Agreement precludes its application, Shamrock will keep secret all confidential business and other information provided by the Client. Information is confidential if this has been indicated by the Client or if this follows from the purport of the information.
The previous paragraph does not apply if and insofar as a statutory provision or court decision obliges Shamrock to provide the information referred to in this article to third parties.
Shamrock imposes the obligations pursuant to this article on any third parties to be engaged by it.
Shamrock reserves the right to use the knowledge increased as a result of the performance of the Agreement for other purposes insofar as no confidential business or other information of the Client is disclosed to third parties in this connection.

ARTICLE 18. | INTELLECTUAL PROPERTY AND RIGHT OF USE

Shamrock or its licensors reserve copyright and all other intellectual property rights in respect of the procedures and methods applied by them, reports drawn up and advice provided, E-Learning training content made available and any other goods protected by intellectual property rights by operation of law whatsoever, all of the above irrespective of the share in the creation of these goods on the part of the Client itself or third parties engaged by it. The exercise of the aforementioned intellectual property rights, including disclosures and transfers, without prejudice to the matters agreed expressly between the Parties, both during and after the performance of the Agreement, are reserved exclusively for Shamrock or, as the case may be, its licensors.
The Client commits that it will only use the goods referred to in the previous paragraph only for its own use or, at any rate, for use compatible with the nature and purport of the Agreement. The Client will not make these goods available to third parties, in any way, for payment or for no consideration, nor will it act or fail to act in any other manner, so that third parties can dispose of them other than in connection with the application of the previous sentence. The Client and the Users are not permitted to copy, reproduce or otherwise reproduce, translate, modify, counterfeit, alter or reconstruct all or part of the goods referred to above.
The Client loses the right of use referred to in the previous paragraph for as long as the Client fails to pay any due and payable claim on the part of Shamrock.

ARTICLE 19. | FINAL PROVISIONS

Without such having consequences for the context of Agreements already concluded, Shamrock always has the right to change these general terms and conditions.
All Agreements and all legal relationships between the Parties arising therefrom are governed exclusively by Dutch law.
Before applying to the courts, the Parties will be obliged to make a maximum effort to settle the dispute in consultation.
Only the competent court within the jurisdiction of the Amsterdam District Court will be designated in the first instance to take cognisance of any legal disputes between the Parties, without prejudice to Shamrock’s right to designate a different competent court pursuant to the law. In the event the Client is a Consumer, the Consumer will have the right to choose the competent court pursuant to the law within one month after Shamrock has announced in Writing that it wishes to litigate before the court designated by it.
The Dutch version of the present general terms and conditions is always decisive for the interpretation of the stipulations included in them.