General terms and conditions

General terms and conditions

General terms and conditions applicable to contracts provided to Tripolis Business Support BV, 6336 AD Hulsberg, Aalbekerweg 4.

Article 1: Definitions

1.1 Documents: all items made available to Client by Contractor, including written documents and data carriers. Also all manufactured goods or documents that have been fabricated by Contractor in context of the Contract, including written documents and data carriers.

1.2 Contract / Agreement: The agreement of Contract, in which Contractor undertakes to Client to perform Activities.

1.3 Client: a natural person or legal entity that has given Contractor the Contract to perform Activities.

1.4 Contractor: Tripolis Business Support B.V., to whom Client has given Contract to perform Activities / execute a project. All Contracts are accepted and executed by Tripolis Business Support B.V. only, not by an individual employee, whether or not Client has explicitly or implicitly issued the Contract to a certain employee or certain employees. Articles 7:404, 7:407 clause 2 en 7:409 BW are explicitly excluded.

1.5 Employee: A natural person working for or linked to Contractor, whether or not under a contract of employment.

1.6 Activities: all Activities that have been given Contract or are being executed by Contractor because of other reasons. The aforementioned applies in the broadest sense and includes, in any case, the Activities as they are stated in the Contract confirmation Agreement.

Article 2: Applicability

2.1 These general terms and conditions are applicable to: all offers, Contracts, legal relationships, Agreements, howsoever named, where Contractor undertakes / will undertake to perform Activities for Client, as well as all arising Activities from it.

2.2 Deviations from and additions to these general terms and conditions are deemed valid only if explicitly agreed in a (written) Agreement or confirmation of Contract.

2.3 In case these general terms and conditions and the confirmation of Contract contain contradictory conditions, the conditions registered in the conformation of Contract are valid.

2.4 The applicability of the general terms and conditions of Client are explicitly rejected by Contractor.

2.5 The underlying Contract / Agreement – together with the general terms and conditions – show the Contracts between Client and Contractor in full, concerning the Activities for which the Agreement is made. All agreements and offers made between parties beforehand, expire.

Article 3: Client’s data

3.1 Client is obligated to provide all Documents that Contractor needs for correct execution of the Contract (a) in the desired form, (b) in the desired way, (c) timely. Contractor decides what is understood by the desired form, desired way and timely.

3.2 Client is held responsible for the accuracy and reliability of Documents provided by him, as well as Documents provided by third parties, as far as nothing else arises from the nature of the Contract.

3.3 Contractor has the right to suspend the execution of Contract until Client has met the requirements mentioned in the first and second clause.

3.4 Client is obligated to indemnify Contractor against all damage as a consequence of false or incomplete Documents.

3.5 For Client’s account and risk are the extra costs and extra hours made by Contractor, as well as the additional damage for Contractor, as a consequence of not, not timely or not properly providing of the Documents necessary for the execution of the Activities by Client.

3.6 Client will keep the original and essential documents and will provide Contractor with only copies of the data and Documents for this purpose, unless this is not desirable in the interest of the Contract. Contractor will return the original Documents provided by Client to Client at first request of Client.

3.7 Contractor will be responsible for careful storage of the data and documents meant in article 3.1. Contractor is never responsible for the costs and damage as a consequence of mutilation, destruction or loss of these data and documents, since these are considered to be copies of the originals in possession of Client.

Article 4: Execution Contract

4.1 Contractor executes Contract to the best of his ability and with due observance of the applicable legal and (professional) regulation.

4.2 Contractor decides the way in which and by which employee the granted Contract will be executed.

4.3 Contractor has the right to get the Activities executed by a third party chosen by the Contractor.

Article 5: (Professional) regulation

5.1 Client offers full, constant cooperation in the Contractor’s obligations that arise from the relevant (professional) regulation.

5.2 Client acknowledges that Contractor– amongst other things, but not confined to the following a. may be obligated, based on the legislation and regulation, to report transactions, that are defined in the legislation and regulation and that came to light during the execution of its Activities, to governmental established authorities for this purpose; b. may in certain situations be required to report fraud, based on the legislation and regulation; c. may be obligation, based on the legislation and regulation, to do research on the (identity of) Client.

5.3 Contractor excludes all responsibility for Client’s damage generated as a consequence of meeting the legislation and regulation applicable for Client.

Article 6: Intellectual property rights

6.1 The execution of a Contract by Contractor does not mean the transmission of intellectual property rights that rest with Contractor. All intellectual property rights that arise during or from the execution of the Contract belong to Contractor.

6.2 Client is explicitly forbidden to multiply, make public or exploit the products that contain Contractor’s intellectual property rights, as well as products that have intellectual property rights relating to the use which Contractor has acquired – including in this context, but is not limited: computer programs, system designs, procedure of work, advise, (model)contracts, templates, macros and other intellectual works.

6.3 Client is not allowed to give the products mentioned in the second clause to third parties without having Contractor’s written permission beforehand, other than to acquire professional judgement on the execution of the Activities by Contractor. In that case Client will impose its obligations on the basis of this article on the third parties it calls in.

Article 7: Force majeure

7.1 In case Contractor can not, not timely or not properly fulfil his obligations from the Agreement, for reasons not attributable to it, including but not restricted to stagnation in the normal course of business within its undertaking, these obligations will be suspended until the contractor is once again able to fulfil these obligations in the agreed manner.

7.2 In the situation referred to in article 7.1, Client will be entitled to terminate the Agreement in whole or part and with immediate effect, in writing.

7.3 In case Contractor, during the occurrence of the situation as meant in article 7.1, has already carried out part of his obligations, or is only able to partly carry out his obligations, he is permitted to invoice that part of the Activities separately and Client is obliged to pay this invoice, as if it concerns a separate contract.

Article 8: Fee

8.1 The fee of Contractor does not depend on the outcome of the Contract.

8.2 If wages and/or prices change after the conclusion of the Agreement, but before the Contract has been executed in full, Contractor is entitled to adjust the agreed rate accordingly, unless Client and Contractor have agreed otherwise in this respect.

8.3 Contractor has the right, before the commencement of the Work as well as in the interim, to suspend the execution of the Work until the moment that Client has made an reasonable and fair advance payment to the Contactor for the Activities to be executed, or has provided security for such payment.

8.4 The fee will be calculated in accordance with the usual fees chargeable while taking the annually fare adjustments of Contractor into account. The fee is payable as and when Activities have been performed by Contractor on behalf of Client.

8.5 Travelling hours are completely invoiced by Contractor to Client.

8.6 The fee of Contractor, if necessary plus advance payments and fees from third parties involved, will be invoiced monthly, quarterly, annually, or after (partly) completion of the Activities charged to Client, unless Client and Contractor have agreed otherwise in this respect. VAT will be invoiced separately on all amounts payable by Client to Contractor.

Article 9: Payment

9.1 Payment of the amount invoiced must be made within 14 days of the invoice date, unless agreed otherwise in writing or stated differently on Contractor’s invoice. Payment must be made in Euros at the offices of the Contractor or by means of a transfer in favour of a bank account to e indicated by Contractor en without Client being entitled to any discount or settlement.

9.2 In case Client fails to pay by the aforementioned deadline, Contractor is entitled, having ordered Client once to pay, without further notice of default and without prejudice to the other rights of Contractor, to charge Client statutory business delay interest until the date of full payment, without further notice of default, notwithstanding Contractor’s other rights. The delay interest on part of the month will be charged as a full month.

9.3 All reasonable judicial and extrajudicial costs incurred by Contractor as a result of Client’s failure to fulfil his payment obligations, will be for Client’s account.

9.4 If the financial position or the payment behaviour of Client so warrants in the opinion of Contractor, Contractor is entitled to demand of Client that it immediately provides (additional) security in a form to be determined by Contractor. In case Client fails to provide the security demanded, Contractor is entitled, without prejudice to its other rights, to immediately suspend the further performance of the Agreement and all that Client owes Contractor for whatever reason, becomes payable immediately.

9.5 Payments made by Client will initially always serve for payment of all interest and costs due and subsequently for payment of the longest outstanding payable invoices, even if Client states that the payment relates to a later invoice.

9.6 In the case of a jointly granted Contract, as far as the Activities are to be performed for the joint Clients, Clients are jointly and severally liable for payment of the invoice amount.

Article 10: Complaints

10.1 Contractor must be notified in writing of any complaints regarding the conducted Activities and/or the invoice amount within 14 days of the date on which the documents or information to which the Client’s complaint relates were sent, or within 14 days of the discovery of the deficiency if Client demonstrates that he could not reasonably have discovered this earlier.

10.2 A complaint as is meant in article 10.1, does not suspend Client’s payment obligations.

10.3 In case the complaint is not filed in time, all rights in respect of the complaint will lapse.

10.4 In case of a complaint Client is obligated to give Contractor the opportunity to investigate the merits of the complaint. Client agrees to cooperate in the investigation on the merits of the complaint, as far as this can be reasonably expected of the Client. Client agrees to not do anything that complicates the establishment of the merits of the complaint.

10.5 In case of a unfounded complaint, all reasonable costs of the research mentioned in article 10.4 are for Client’s account.

10.6 In case of a justly made complaint, Contractor has a choice between adjusting the fee charged, improve the Activities or perform it again free of charge or terminate the (further) performance of the assignment in full or in part against a proportional reimbursement of the fee already paid by Client.

Article 11: Limitation of liability

11.1 Contractor is not liable for Client’s damage that is caused by the fact that Client has provided Contractor with incorrect or incomplete Documents.

11.2 Contractor is not liable for any consequential losses, loss of profits or indirect losses incurred as a result of non-, late or defective performance by the Contractor.

11.3 Contractor is only liable in relation to Client for direct losses resulting from (a series of related) attributable failure(s) in the execution of the Contract. This liability is limited to the amount of the fee charged for the execution of the Contract. If the Contract is a continuing performance contract with a duration of more than one year, then the amount referred to above will be set at three times the amount charged for the Activities over the last calendar year.

11.4 The limitations of liability specified in this article do not apply in the event and to the extent that Contractor is guilty of intent or deliberate recklessness.

11.5 Client is obliged to take action to mitigate losses.

11.6 Contractor is not liable for damage or destruction of data and Documents during transport or postal service that is conducted by or on behalf of the Client, Contractor or a third party.

11.7 Client protects Contactor from claims of third parties due to damage caused by the Client’s provision of incorrect or incomplete Documents to Contractor.

11.8 Client protects Contractor from claims of third parties (employees of Contractor and third parties appointed by Contractor included) for damage due to actions or omissions by Client.

Article 12: Duration of the agreement and termination

12.1 Contracts causing repetitive work, whether or not of a slightly different nature, are treated as orders given for a indefinite period of time.

12.2 All other Contracts than those given for a indefinite period of time, are terminated by completion or on a time that has been determined by both parties or by use.

12.3 Client and Contractor are at all times entitled to terminate an Agreement (prematurely) without observing a period of notice, unless article 12.5 applies. If the Agreement is terminated prior to its completion, Client is obligated to pay the fee based on the hours spend by Contractor on the Activities on behalf of the Client.

12.4 Notice of termination must be given in writing.

12.5 The period of notice for Contracts of an indefinite term is minimum one month, unless the agreement has not lasted for six months, in which case, is accordance with article 12.3, there is no period of notice.

12.6 If and as so far as Contractor will end the Agreement through termination then Contractor is obliged to inform Client of its reasons for this termination. Client is also entitled to Contractor’s assistance with transferring Activities to third parties, unless Contractor was forced to terminate the Agreement because the Client was guilty of intent or deliberate recklessness. The right to assistance as defined in this clause applies on the condition that all outstanding advances and invoices have been paid.

12.7 If the Client decides to terminate the Agreement (prematurely), Contractor is entitled to compensation for its resulting underutilization for which there is prima facie evidence, as well as for additional costs already incurred and costs incurred in connection with the cancellation of Agreements with appointed third parties.

Article 13: Suspension – right of retention

13.1 Following a careful weighing up of the interests involved, Contractor is entitled to suspend fulfilment of its obligations, including the issuing of Documents or other items to Client or third parties, until all due and payable claims from Contractor against the Client have been settled in full.

13.2 The first clause does not apply to Client’s Documents that have not (yet) been processed by Contractor.

Article 14: Expiry period

In so far as not otherwise determined in these general terms and conditions, the Client’s right of action and other powers in connection to the Activities by Contractor, on any ground whatsoever, will lapse in any event one year after the time at which Client became aware or reasonably could have become aware of the existence of such rights and powers. This period does not affect the possibility of filing a complaint with the body/bodies designated to handle complaints and/or the Dispute Adjudication Board.

Article 15: Electronic communication

15.1 During the performance of the Contract, Client and Contractor can communicate with each other using electronic means.

15.2 Contractor is not liable towards the Client for damage arising from the use of electronic means of communication, including –but not limited to- damage as a consequence of non-delivery or delays in delivery through electronic communication, interception or manipulation of electronic communication by third parties or by software/hardware used for the sending,
Reception or processing of electronic communication, transmission of viruses and not or not properly functioning of the telecommunications network or other tools for electronic communication, except in so far as the damage results from intent or gross negligence.

15.3 Contractor will both do or omit to do anything that may be expected from him to prevent the aforementioned risks from happening.

15.4 Data-extracts from the computer systems of Contractor provide compelling proof of (the content of) electronic communication sent and received by Contractor until the Client provides evidence to the contrary.

Article 16: Dispute settlement

All disputes in connection with Agreements between Client and Contractor, to which these general terms and conditions apply, both parties are obligated to settle their disputes by negotiation, before submitting the deputes to the competent court.

Article 17: Applicable law and choice of forum

17.1 All Agreements between Client and Contractor, to which these general terms and conditions apply, are subject to Dutch law.

17.2 All disputes relating to Agreements between Client and Contractor, to which these terms apply and which are not part of the jurisdiction of the district judge, will be adjudged by the competent judge in the region where the contractor is domiciled.

17.3 Contrary to the terms in article 17.2, Client and Contractor are authorized to submit disputes to a college for disputes.

Article 18: Repair clause nullity

18.1 If any of the provisions of these general terms and conditions or the Contract / Agreement prove wholly or partially null and void and/or invalid and/or unenforceable as a result of any statutory regulation, court ruling or for any other reason, this will not affect the validity of any of the other provisions of these general terms and conditions of the Contract / Agreement.

18.2 If a provision of these general terms and conditions or the underlying Contract / Agreement prove invalid for one of the reason to in the previous clause, but would be valid were it more limited in its extent or effect, for the time being the provision in question will automatically apply to the greatest extent or effect possible within the limitations that render the provision valid.

18.3 Notwithstanding the provision in clause 2 parties can consult with each other, if they prefer, in order to agree on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.

Article 19: Modification of these conditions

Contractor is entitled to modify or fully replace these conditions. These modifications or new conditions will enter into force one month after such notice and forwarding the text to Client.