Terms and conditions
Article 1 – Definitions
Finance Anders BV, having its registered office in Apeldoorn, Chamber of Commerce number 56500343, shall hereinafter be referred to as the Service Provider.
The counterparty of the Service Provider shall hereinafter be referred to as the Client.
The Service Provider and the Client shall hereinafter collectively be referred to as the Parties.
The Agreement shall mean the agreement for the provision of services between the Parties.
Article 2 – Applicability of the General Terms and Conditions
These terms and conditions apply to all quotations, offers, work, agreements, and deliveries of services or goods by or on behalf of the Service Provider.
Deviations from these terms and conditions shall only be valid if expressly agreed upon in writing by the Parties.
The Agreement shall at all times constitute a best-efforts obligation (inspanningsverplichting) on the part of the Service Provider, not an obligation to achieve a specific result (resultaatsverplichting).
Article 3 – Payment
Invoices must be paid within fourteen (14) days of the invoice date, unless the Parties have expressly agreed otherwise in writing, or unless another payment term is stated on the invoice.
Payments shall be made without any right of suspension or set-off by transferring the amount due to the bank account number specified by the Service Provider.
If the Client fails to make payment within the agreed term, the Client shall be in default by operation of law (van rechtswege), without the need for any prior notice of default. From that moment, the Service Provider shall be entitled to suspend its obligations until the Client has fulfilled its payment obligations.
If the Client remains in default, the Service Provider shall proceed with collection. All costs related to such collection shall be borne by the Client. In the event of default, the Client shall owe statutory (commercial) interest, extrajudicial collection costs, and other damages to the Service Provider. The collection costs shall be calculated in accordance with the Dutch Besluit vergoeding voor buitengerechtelijke incassokosten.
In the event of liquidation, bankruptcy, attachment, or suspension of payments of the Client, all claims of the Service Provider against the Client shall become immediately due and payable.
Should the Client refuse to cooperate with the performance of the assignment by the Service Provider, the Client shall nonetheless be obliged to pay the agreed price to the Service Provider.
Article 4 – Offers and Quotations
Offers made by the Service Provider shall be valid for a maximum of one (1) month, unless another acceptance period is stated in the offer. If the offer is not accepted within that period, it shall lapse automatically.
Delivery times stated in quotations are indicative only and shall not entitle the Client to termination or compensation in the event of delay, unless the Parties have expressly and in writing agreed otherwise.
Offers and quotations shall not automatically apply to repeat or subsequent orders; such must be agreed upon expressly and in writing.
Article 5 – Prices
All prices stated in the offers, quotations, and invoices of the Service Provider are exclusive of VAT and any other governmental levies, unless expressly stated otherwise.
The prices of goods are based on the cost prices known at the time the offer or the Agreement was made. Any increases in such costs that could not reasonably have been foreseen by the Service Provider at the time of the offer or conclusion of the Agreement may give rise to price adjustments.
With regard to the provision of services, the Parties may agree upon a fixed fee at the time the Agreement is concluded.
If no fixed fee has been agreed upon, the rate for the services shall be determined on the basis of the actual number of hours worked. The rate shall be calculated according to the Service Provider’s customary hourly rates applicable during the period in which the work is performed, unless a different hourly rate has been agreed upon.
Article 6 – Price Indexation
The prices and hourly rates agreed upon at the commencement of the Agreement are based on the price level applicable at that time. The Service Provider is entitled to adjust the fees charged to the Client annually as of 1 January.
Adjusted prices, rates, and hourly wages shall be communicated to the Client as soon as possible.
Article 7 – Provision of Information by the Client
The Client shall make available to the Service Provider all information relevant to the performance of the assignment.
The Client is obliged to provide all data and documents that the Service Provider deems necessary for the proper execution of the assignment, in a timely manner and in the desired form and manner.
The Client guarantees the accuracy, completeness, and reliability of the data and documents made available to the Service Provider, even if these originate from third parties, unless the nature of the assignment implies otherwise.
The Client indemnifies the Service Provider against any damages of any kind resulting from failure to comply with the provisions of the first paragraph of this Article.
If and insofar as the Client so requests, the Service Provider shall return the relevant documents.
If the Client fails to provide the required data and documents, or fails to do so in a timely or proper manner, and the execution of the assignment is thereby delayed, the resulting additional costs and fees shall be borne by the Client.
Article 8 – Withdrawal of the Assignment
The Client is entitled to terminate the assignment to the Service Provider at any time.
If the Client withdraws the assignment, the Client is obliged to pay the remuneration due and any expenses incurred by the Service Provider.
Article 9 – Execution of the Agreement
The Service Provider shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
The Service Provider has the right to have work performed by third parties.
Execution shall take place in mutual consultation and after written approval and payment of any agreed advance.
It is the Client’s responsibility to ensure that the Service Provider can commence the assignment in a timely manner.
Article 10 – Duration of the Assignment
The Agreement between the Client and the Service Provider is entered into for an indefinite period, unless the nature of the Agreement implies otherwise or the Parties have expressly and in writing agreed otherwise.
If, during the term of the Agreement, the Parties have agreed upon a deadline for the completion of certain activities, this term shall never be a strict deadline (fatale termijn). If such a term is exceeded, the Client must place the Service Provider in default in writing.
Article 11 – Amendment of the Agreement
If, during the execution of the Agreement, it appears that proper performance of the assignment requires modification or supplementation of the work to be performed, the Parties shall timely and mutually amend the Agreement accordingly.
If the Parties agree to amend or supplement the Agreement, the time of completion of its execution may be affected. The Service Provider shall inform the Client thereof as soon as possible.
If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Service Provider shall inform the Client thereof in writing as soon as possible.
If the Parties have agreed upon a fixed fee, the Service Provider shall indicate to what extent the amendment or supplement to the Agreement will result in an adjustment of that fee.
Article 12 – Force Majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by the Service Provider to perform any obligation towards the Client cannot be attributed to the Service Provider in the event of a circumstance beyond its control, as a result of which the performance of its obligations towards the Client is wholly or partially prevented, or cannot reasonably be required of the Service Provider. Such circumstances shall include, among others, failures of suppliers or other third parties, power outages, computer viruses, strikes, adverse weather conditions, and work interruptions.
If a situation as referred to in the preceding paragraph arises as a result of which the Service Provider cannot meet its obligations towards the Client, those obligations shall be suspended for as long as the Service Provider is unable to meet them. If the situation referred to in the previous sentence lasts for thirty (30) calendar days, the Parties shall have the right to terminate the Agreement in whole or in part in writing.
In the case referred to in paragraph 2 of this Article, the Service Provider shall not be liable for any damages, even if it derives any benefit as a result of the force majeure situation.
Article 13 – Set-off
The Client waives the right to set off any debt owed to the Service Provider against any claim the Client may have against the Service Provider.
Article 14 – Suspension
The Client waives the right to suspend the fulfilment of any obligation arising from this Agreement.
Article 15 – Transfer of Rights
Rights of either Party under this Agreement may not be transferred without the prior written consent of the other Party.
This provision shall have effect in rem as referred to in Article 3:83(2) of the Dutch Civil Code.
Article 16 – Expiry of Claims
Any right to claim damages from the Service Provider shall in any case expire twelve (12) months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 17 – Insurance
The Client is obliged to adequately insure and maintain insurance coverage for goods supplied that are necessary for the execution of the underlying Agreement, as well as for goods belonging to the Service Provider that are present at the Client’s premises and goods delivered under retention of title, against, among other things, fire, explosion, and water damage, as well as theft.
The Client shall, upon first request, provide the Service Provider with access to the relevant insurance policies
Article 18 – Liability for Damage
The Service Provider shall not be liable for any damage arising from or in connection with this Agreement, unless such damage was caused intentionally or by gross negligence on the part of the Service Provider.
In the event that the Service Provider is liable to the Client for any damage, the compensation owed shall not exceed the fee charged.
Any liability for damage arising from or related to the execution of an Agreement shall at all times be limited to the amount paid out in the relevant case under the (professional) liability insurance(s) concluded by the Service Provider. This amount shall be increased by the amount of the deductible applicable under the relevant policy.
The limitation of liability also applies if the Service Provider is held liable for damage resulting directly or indirectly from the improper functioning of equipment, software, data files, registers, or other items used by the Service Provider in the performance of the assignment.
The liability of the Service Provider is not excluded for damage resulting from intent or deliberate recklessness on the part of the Service Provider or its managerial subordinates.
Article 19 – Liability of the Client
In the event that an assignment is issued by more than one person, each of them shall be jointly and severally liable for the amounts owed to the Service Provider under that assignment.
If an assignment is given, directly or indirectly, by a natural person on behalf of a legal entity, that natural person may also be considered the Client in a personal capacity, provided that he or she can be regarded as a (co-)policy maker of the legal entity. In the event of non-payment by the legal entity, the natural person shall therefore be personally liable for payment of the invoice, regardless of whether the invoice is addressed, at the request of the Client or otherwise, to the legal entity, to the natural person, or to both.
Article 20 – Indemnification
The Client shall indemnify the Service Provider against all third-party claims related to the goods and/or services supplied by the Service Provider.
Article 21 – Obligation to Complain
The Client is obliged to report any complaints concerning the work performed by the Service Provider immediately and in writing. The complaint shall contain a description of the alleged shortcoming that is as detailed as possible, so that the Service Provider is able to respond adequately.
A complaint can under no circumstances oblige the Service Provider to perform any work other than that which has been agreed upon.
Article 22 – Retention of Title, Right of Suspension, and Right of Retention
Goods present at the Client’s premises, as well as delivered goods and components, shall remain the property of the Service Provider until the Client has paid the entire agreed price. Until that time, the Service Provider may invoke its retention of title and reclaim the goods.
If the agreed advance payments are not made, or not made on time, the Service Provider has the right to suspend the work until the agreed amount has been paid. In such a case, the Client shall be deemed to be in creditor’s default, and any delayed delivery cannot be held against the Service Provider.
The Service Provider is not authorized to pledge or otherwise encumber the goods subject to retention of title.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the Service Provider shall have a right of retention and shall not deliver the goods until full payment has been made in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payments of the Client, the obligations of the Client shall become immediately due and payable.
Article 23 – Intellectual Property
Unless otherwise agreed in writing, the Service Provider retains all intellectual and exclusive rights (including but not limited to copyrights, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, mock-ups, and similar materials.
The aforementioned intellectual property rights may not be copied, shown to third parties, made available, or otherwise used without the prior written consent of the Service Provider.
The Client undertakes to maintain the confidentiality of all confidential information made available to it by the Service Provider. Confidential information shall in any case include the subject matter of this Article as well as the business data of the Service Provider.
The Client shall impose a written duty of confidentiality of the same scope on its employees and/or third parties involved in the performance of this Agreement.
Article 24 – Confidentiality
Each Party shall keep confidential all information received from the other Party (in any form whatsoever) and any other information regarding the other Party of which it knows or can reasonably be expected to know that it is confidential or secret, or of which it may reasonably expect that its disclosure could cause harm to the other Party. Each Party shall take all necessary measures to ensure that its personnel also maintain the same level of confidentiality.
The duty of confidentiality described in this Article shall apply for the duration of this Agreement and for a period of three (3) years after its termination.
Article 25 – Penalty for Breach of Confidentiality
If the Client breaches the confidentiality clause of these general terms and conditions, the Client shall incur an immediately payable penalty of € 5,000 (five thousand euros) for each violation, plus € 500 (five hundred euros) for each day that the violation continues. This penalty shall be due regardless of whether the violation can be attributed to the Client. No prior notice of default or legal proceedings shall be required for the imposition of this penalty, nor shall any actual damage be required.
The imposition of the penalty described in paragraph 1 of this Article shall not affect any other rights of the Service Provider, including the right to claim compensation in addition to the penalty.
Article 26 – Recruitment of Personnel
The Client shall not employ any employees of the Service Provider (or of any companies engaged by the Service Provider for the execution of this Agreement who have been involved in the performance thereof), nor shall the Client directly or indirectly have them perform work in any other way.
This prohibition shall apply for the duration of the Agreement and for one (1) year after its termination.
An exception may be made to this prohibition if the Parties mutually agree otherwise in good commercial consultation, provided that such agreements are recorded in writing.
Article 27 – Governing Law and Competent Court
All Agreements between the Parties shall be governed exclusively by Dutch law.
The Dutch court in the district in which Finance Anders BV has its registered office or principal place of business shall have exclusive jurisdiction to hear any disputes between the Parties, unless mandatory law provides otherwise.