General Terms and Conditions of Broadstreet B.V. Filed with the Chamber of Commerce, registration number 3419113834 in Amsterdam.
The general terms and conditions are used by Broadstreet B.V. and Broadstreet Management Services B.V.; hereinafter referred to as: Broadstreet.
ARTICLE 1 GENERAL
In these general terms and conditions, the following terms shall mean:
1. Client: the party that gives the assignment.
2. Contractor: Broadstreet
ARTICLE 2 APPLICABILITY
These general terms and conditions shall apply to any and all legal relationships between Broadstreet and the Client, subject to amendments to these terms and conditions which must be confirmed by both parties explicitly and in writing.
ARTICLE 3 FORMATION OF THE ASSIGNMENT
1. An assignment is formed after Broadstreet has accepted it by means of a written confirmation. With regard to the formation of an assignment, Broadstreet can only be represented by one of its consultants. Any assignment given to one of the consultants shall be regarded as granted to the company.
ARTICLE 4 INFORMATION SUPPLIED BY THE CLIENT
1. Any and all data and documents which Broadstreet requires, in its opinion for the proper performance of the assignment shall be supplied by the Client in good time and in the desired form and in the desired manner.
2. The Client guarantees the correctness, completeness and reliability of the data and documents supplied to Broadstreet also if they originate from third parties, insofar as the nature of the assignment does not require otherwise.
3. The supplied documents shall be returned to the Client on the Client’s request.
4. If the required data and documents are not supplied, or if they are supplied late or not properly and this causes the performance of the assignment to be delayed, any ensuing additional costs and fees shall be for the account of the Client.
ARTICLE 5 PERFORMANCE OF THE ASSIGNMENT
1. Broadstreet shall determine the manner in which the assignment will be performed and by whom.
2. If the Client wishes to engage third parties for the performance of the assignment, it shall only do so after reaching agreement with Broadstreet in this regard. The stipulations of the previous full sentence shall apply to Broadstreet by analogy.
ARTICLE 6 SECRECY AND CONFIDENTIALITY
1. Unless Broadstreet has given prior written permission, the Client shall not disclose the content of any reports, recommendations or any other expressions of Broadstreet, whether or not in writing, which have not been drawn up or made with the aim of providing third parties with the information recorded therein. The Client shall also ensure that third parties shall not take cognisance of the content referred to in the previous sentence.
2. Broadstreet will process some personal data when handling the assignment. Such data will be processed with the utmost care. No other data shall be registered than that required for the handling of the assignment and the records of Broadstreet.
ARTICLE 7 INTELLECTUAL PROPERTY
1. Broadstreet reserves all rights with regard to products of the mind which it uses or has used in the context of the performance of the assignment given by the Client, insofar as they arise from the law.
2. The Client shall explicitly not multiply, disclose or operate such products, whether or not through third parties, including recommendations, (sample) contracts and other products of the mind of Broadstreet, all this in the broadest possible sense of the word.
ARTICLE 8: FEE
1. Unless a fixed price has been agreed the fee of Broadstreet depends on the hourly rate and the time worked. The result of the assignment shall not affect the obligation to pay and the amount of the fee.
2. The fee of Broadstreet, if necessary increased by advance payments and expense claims of third parties that have been engaged, shall be charged to the account of the Client on a monthly basis, unless the Client and Broadstreet have made other agreements in this regard. If applicable, VAT shall be charged separately on all the amounts payable by the Client to Broadstreet.
ARTICLE 9: PAYMENT
1. Payments shall be made by the Client without any deduction, discount or setoff within the agreed period, though at any rate not later than 14 days after the invoice date. Payments shall be made by remittance into a bank account designated by Broadstreet.
2. If the Client has not paid within the period referred to in paragraph 1, and after Broadstreet has warned the Client at least once that he must pay, Broadstreet shall be authorised to charge statutory interest from the due date until the date of full payment without any further notice of default being required and without prejudice to any other right of Broadstreet.
3. Any judicial and extrajudicial (collection) costs incurred and to be incurred as a consequence of the failure of the Client to fulfil its payment obligations shall be for the account of the Client. The collection costs amount to 15% of the outstanding amount, with a minimum of € 150.00.
4. If, in the opinion of Broadstreet, this is justified in view of the financial position or the payment record of the Client, Broadstreet shall have the right to require the Client to make an advance payment or provide (additional) security in a form to be determined by Broadstreet on Broadstreet’ request. If the Client fails to provide the required security, Broadstreet shall be authorised, without prejudice to its other rights to suspend further performance of the agreement immediately and anything owed by the Client to Broadstreet for whatever reason shall be immediately payable.
5. If clients have jointly granted an assignment to Broadstreet, they shall be jointly and severally liable for the payment of the invoice amount insofar as the activities are performed for the clients jointly.
ARTICLE 10 COMPLAINTS
1. Complaints with regard to the performed activities and/or the invoice amount shall be made known to Broadstreet in writing within 30 days after the date on which the documents or information to which the complaint of the Client relates were sent to the Client, or within 30 days after the defect was discovered if the Client proves that he could not reasonably detect the defect earlier.
2. Complaints as referred to in the first paragraph shall not suspend the payment obligation of the Client.
3. In the event of a justified complaint Broadstreet may, at its discretion, adjust the charged fee, improve the rejected activities or perform them again or not (or no longer) perform the assignment or part thereof against a refund in proportion to the fee already paid by the Client.
ARTICLE 11 DELIVERY TIME
1. If the Client is required to make an advance payment or if the Client must supply required information and/or materials, the period within which the activities must be completed shall not commence until full payment has been received or all the information and/or materials have been supplied.
2. A time limit prior to which the activities must be completed shall only be regarded as a deadline if this has been explicitly agreed.
3. Unless it is completely certain that performance thereof is permanently impossible, the agreement may not be dissolved by the Client because of a failure of Broadstreet to observe a time limit, unless Broadstreet also fails to complete the performance of the agreement, or fails to complete it completely within a period Broadstreet has been granted in writing after the lapse of the initially agreed delivery time. Dissolution shall then be permitted in compliance with Article 265, Book 6 of the Dutch Civil Code.
ARTICLE 12 NOTICE OF TERMINATION
1. The Client and Broadstreet may give notice to terminate the agreement at any time.
2. Notice of termination shall be given in writing to the other party.
3. Notice of termination shall not entitle the Client to any compensation. In the event that the Client gives notice of termination, Broadstreet shall remain reasonably entitled to the fee in proportion to its performance until such time.
ARTICLE 13 LIABILITY
1. Broadstreet shall perform its activities to the best of its ability. If an error is made because the Client has supplied Broadstreet with incorrect or incomplete information, Broadstreet shall not be liable for any damage caused by such error. If the Client proves that it has incurred damage because of an error of Broadstreet, which could have been prevented had Broadstreet acted carefully, Broadstreet shall only be liable for such damage up to the amount of the fee or the assignment involved in the last calendar year, except in the event of intention or gross negligence equal to intention on the part of Broadstreet.
2. The Client shall indemnify Broadstreet against any claims of third parties for any damage caused by the Client supplying Broadstreet with incorrect or incomplete information.
ARTICLE 14 ADDRESS FOR SERVICE
For the purpose of this agreement the Client chooses the address it stated when the assignment was granted as address for service. Only if written notice of a change of address is given in good time, the new actual address shall replace the address for service.
ARTICLE 15: APPLICABLE LAW AND COMPETENT COURT
1. Agreements concluded between the Client and Broadstreet governed by these general terms and conditions shall be governed by Dutch law.
2. Any disputes related to any agreements concluded between the Client and Broadstreet governed by these terms and conditions shall be settled by the court in Amsterdam, except insofar as the competence of a court in another district ensues from the provisions of mandatory law.