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General conditions
1. Applicability
1.1 These general terms and conditions apply to any offer of FindBusiness B.V., also to be referred to as: FindBusiness, and on all supplies and services provided by FindBusiness B.V. are performed for third parties.
1.2 Before agreements with FindBusiness B.V. are concluded, the text of these general terms and conditions shall be made available to the customer. If this is not reasonably possible, it will be indicated prior to the conclusion of the contract that the general terms and conditions are available upon request at FindBusiness B.V. can be requested and that they are then sent free of charge and that they are posted on the website of FindBusiness B.V. have been published and can be downloaded through this website.
1.3 In addition to the main agreement and these general terms and conditions, additional agreements may be in place that apply to the services rendered. In case of contradiction, the following order shall apply:
1.Signed documents, failing which;
2.Personal, documents exchanged;
3.The written agreement;
4.These general conditions;
5.Eventueel furthere documents, whereat the most recent appointment takes precedence.
1.4 Any existing general terms and conditions of the customer shall not apply unless expressly agreed to in writing by FindBusiness B.V.
2. Tenders
2.1 A registered quotation has a validity period of two weeks unless a different period is specified in the quotation.
2.2 If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer, otherwise a period of two weeks.
2.3 In accordance with The Prevention of Money Laundering and Financing of Terrorism Act (WWFT) requires us to establish the identity of a (potential) customer. For that reason we may be required to show proof of identity and a copy may be made or made available. Extracts from, for example, the Chamber of Commerce may also be requested. If delivery is refused, the FindBusiness B.V. refuse an order on that ground or discontinue its execution.
2.4 An agreement is in any case established at the moment when the customer sends back or hands in a signed written agreement in which the order is laid down.
2.5 If the order to be signed by the customer by FindBusiness B.V. has not been received in return, the order shall be deemed to have been concluded under the applicability of these general terms and conditions at the time that FindBusiness B.V. at the request of the customer has begun execution of the order.
3. Obligations of the customer
3.1 The customer will provide all data and documents that FindBusiness B.V. needs for the timely and proper execution of the order to be made available in a timely manner in the manner specified by FindBusiness B.V. desired form.
3.2 If there are any changes in the control relations within the customer or the legal structure of the customer, the customer must inform us immediately.
3.3 The customer vouches for the accuracy, origin and completeness of the information it submits to FindBusiness B.V. supplied information, even if it comes from a third party.
4. Effort obligation
4.1 FindBusiness B.V. will perform all its work to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship. FindBusiness B.V. has an obligation of effort in this regard.
4.2 FindBusiness B.V. shall be free in the manner in which it performs the agreed work, taking into account reasonable requests and instructions from the client to the extent possible.
4.3 If other, different or more work is carried out than originally agreed upon, then these can be carried out separately by the customer. FindBusiness B.V. will be charged to the client at a reasonable rate. As far as possible, this will be in line with the rate specified in the main assignment. As far as this is not sufficiently clear, a connection should be made with the rates customary in the financial services industry.
5. Intellectual property rights
5.1 FindBusiness B.V. reserves all intellectual property rights pertaining to products of the mind that are FindBusiness B.V. uses or has used and/or develops and/or has developed for the performance of the assignment, including copyrights and other rightand of intellectual property that FindBusiness B.V. has or can assert.
5.2 The customer is expressly prohibited from system designs, programs, methods of operation, contracts, advice and other products of the spirit of FindBusiness B.V. in the broadest sense of the word, whether or not through third parties to multiply, disclose and/or extract. Duplication or disclosure is permitted only after written permission from FindBusiness B.V. The customer does have the right to reproduce written documents for his own use, insofar as that fits in the purpose of the assignment that FindBusiness B.V. is performing or has performed for the customer.
5.3 The foregoing shall continue to apply between the parties even after (interim) termination of the work of FindBusiness B.V.
6. Payment of fees
6.1 Subject to if and to the extent explicitly stated otherwise, all by FindBusiness B.V. to be charged to the customer stated, either orally or in writing, excluding VAT.
6.2 FindBusiness B.V. invoices monthly for work performed by it. Reimbursement is made regardless of the result achieved, unless expressly agreed otherwise in writing.
6.3 All invoices from FindBusiness B.V. must be paid in full within a period of fourteen (14) days from the invoice date.
6.4 All payment obligations of the customer to FindBusiness B.V. must be paid without only settlement, on any account, subject to if and for as far as legally compelling otherwise is determined.
6.5 In the event of late payment, the customer shall owe statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the amount paid late, whereby any part of a month that has not yet been fully elapsed shall count as a whole month for calculation purposes.
6.6 Objection to (the height of) a factuur do not suspend the customer's payment obligation.
6.7 All judicial and extrajudicial (collection)costs that FindBusiness B.V. makes or has made in connection with the customer's failure to meet its payment obligation, are at the customer's expense.
6.8 In case of non-punctual payment by the customer or if customer's financial position to that end, in the opinion of FindBusiness B.V. gives rise to, is FindBusiness B.V. is entitled to demand security, in default of which FindBusiness B.V. is entitled to suspend its activities and/or to dissolve the agreement. Regardless of whether this occurs, all claims against the customer will then be immediately due and payable.
7. Any complaints
7.1 If the client has complaints regarding the work performed and/or amounts invoiced, this must be reported in writing within 60 days of receiving the documents to which the complaint relates, under penalty of forfeiture of all claims, or within 60 days after discovery of the alleged defect or deficiency. In the latter case, the customer must prove that the alleged defect or fault or shortcoming could not reasonably have been discovered earlier.
7.2 The customer's payment obligation shall not be suspended by complaints referred to in Article 7.1. from this condition. The customer shall not be entitled to defer or refuse payment of any invoice or service based on the complaint in question.
7.3 If a complaint is timely and justified, the customer has the choice between - to the extent possible - improving what the customer is complaining about free of charge or a capped damages, in accordance with article 12 of these general terms and conditions.
8. Force majeure
8.1 In cases of force majeure FindBusiness B.V. not obliged to fulfill its obligations to the customer. FindBusiness B.V. is entitled to suspend its obligations for the duration of the force majeure.
8.2 Force majeure means any of the will of FindBusiness B.V. independent circumstance which makes the fulfillment of its obligations towards the customer is prevented in whole or in part, whether timely or not.
8.3 In any case, force majeure means:
• Stakes;
- Fire;
- Illness of one or more persons who were to provide the service;
- Operating failures;
- Energy failure;
- Failures in (telecommunications) network or connections or communication systems used and/or unavailability of Internet connections or websites at any time;
- Failure or late delivery by engaged third parties;
- Lack of any permit obtainable through governmental channels;
- Natural disasters;
- Unavailability of contacts at client or third parties to be engaged, with whom contact is deemed necessary by FindBusiness B.V. in the performance of its assignment.
9. Deadlines
9.1 For the performance of work by FindBusiness B.V. agreed deadlines are deemed to be target deadlines and not deadlines, unless otherwise named and agreed in writing.
9.2 Deadlines only start to run if and as soon as all for the execution of a by FindBusiness B.V. to be performed service necessary information and/or materials to FindBusiness B.V. have been made available and payment of all amounts due to FindBusiness B.V. amounts due have been paid.
9.3 Only if the purpose of the work to be performed is permanently impossible or the performance is in any way permanently impossible can the customer on that ground rescind the related agreement for that work. If FindBusiness B.V. is of the opinion, that the execution of what has been agreed upon is not possible, it may on that ground dissolve the agreement between the parties in whole or in part.
10. End of assignment
10.1 As agreed, agreements between FindBusiness B.V. and a customer only terminate by the expiration of a termination date agreed upon by them, subject to if and to the extent that this Agreement provides otherwise.
10.2 If the customer fail in the payment of the amounts owed by it has FindBusiness B.V. is at all times entitled to immediately terminate the agreement(s) between the parties in whole or in part, after giving the customer notice of default and a period for performance of at least 5 working days. In addition FindBusiness B.V. then - regardless of whether it makes use of the aforementioned termination option, suspend its operations immediately.
10.3 Upon interim full or partial termination of the agreement(s) between FindBusiness B.V. and the customer shall owe the customer a fee for work already performed by FindBusiness B.V. have been performed, on the basis as agreed between the parties.
10.4 FindBusiness B.V. is entitled to terminate the agreement with the customer immediately without notice of default and without judicial intervention, and/or to suspend its work, with written notice - whether in whole or in part - if any of the following circumstances occur:
- With respect to the customer, suspension of payment is granted;
- With respect to the client, bankruptcy is declared;
- Customer control relationships change;
- The client makes a debt redemption proposal to FindBusiness B.V. or another creditor;
- If a circumstance referred to in Article 3.2 of these general terms and conditions occurs.
11. Address changes
Any changes of address and changes in other contact information on the customer's side should always be notified immediately by the customer to FindBusiness B.V. must be reported. If this is not done, miscommunication in and/or around the service is expressly at the expense and risk of the customer.
12. Liability
FindBusiness B.V. is obliged perform its work to the best of its knowledge and ability in a professional manner. If despite this obligation there is a failure to perform and consequently damage occurs, the following provisions shall apply subject to Article 7 of these General Terms and Conditions:
A) These damages will be deducted from the fee paid by FindBusiness B.V. would be entitled to charge a fee in connection with the service or application in question.
B) Further damages shall not be borne by FindBusiness B.V., unless there is intent or deliberate recklessness. In that case the compensation obligation of FindBusiness B.V. equal to no more than the amount that FindBusiness B.V. has billed in the 6 months preceding the event causing damage plus the fee it would be entitled to charge under the relevant service or application.
C) FindBusiness B.V. shall not be liable for any damages other than the direct damages referred to in subsection A.
D) FindBusiness B.V. is not liable for indirect damages, so not for consequential damages.
13. Errors in electronic communication
FindBusiness B.V. and the customer are aware that communication via electronic e-mail traffic or other electronic traffic have risks, including but not limited to: distortion, delay, interception, manipulation and computer viruses. FindBusiness B.V. and the customer are relevant not liable towards each other for any resulting damages. This also applies to the use of electronic communications in any form with third parties.
14. Closing provision
14.1 Disputes between the customer and FindBusiness B.V. can only be submitted to the Judge competent in ’s-Hertogenbosch, subject to if and for as far as mandatory legal provisions otherwise provide.
14.2 On all offers, agreements and services as well as its implementation in which FindBusiness B.V. is involved, only Dutch law applies.
14.3 For Insofar as any agreement between the parties, including the clauses contained in these general terms and conditions, may be contrary to any statutory provision, public order or is in any other way non-binding, then such obligations and commitments as are permitted and binding between the parties shall apply, which approximate the invalid provisions as closely as possible.
14.4 The provisions of these general terms and conditions and the order granted by the customer shall remain in effect after termination of the agreement or order, as far as it is expressly or tacitly intended to remain in force. The parties then become permanently bound thereby.
14.5 Contact and identity information of FindBusiness B.V.
Full name: FindBusiness B.V.
Correspondence: John F Kennedylaan 2, 5612 AB Eindhoven
Phone: 040 - 78 20 181
E-mail: info@findbusiness.nl
Chamber of Commerce number: 66291054 0000