Artikel 1. General
- Bojko & Partners is a cooperative with limited liability, situated in Heerlen.
- The following terminology applies to these terms and conditions: Client: the person or enterprise entering in an agreement with Bojko & Partners. Service Provider: the cooperative Bojko & Partners. All assignments with exception of articles 7:404 and 7:407 section 2 of the Dutch civil code will be accepted and executed solely by the cooperative Bojko & Partners.
- All the stipulations in these general terms are made to serve and assist the partners of the Service Provider, and also the leaders of the companies and all those working for the Service Provider.
Artikel 2. Applicability
These general terms are applicable to all the legal relations between the Client and the Service Provider.
Artikel 3. Realisation, duration and cancellation of the agreement
- The agreement starts on the moment the Service Provider accepts the assignment or when the Service Provider has started the assignment.
- The agreement is entered into for an indefinite period of time, unless, because of the nature, content or tendency of the agreement, a certain project will be for a limited time.
- Service Provider and Client can both cancel the agreement at any time, taking into account a termination notice of at least two weeks unless agreed otherwise.
- If the Client cancels the agreement before the agreed date of commencement of execution, the Service Provider shall have the right to charge the Client with loss of income and also for other costs that the Service Provider has already made and costs that spring from having to cancel third parties.
- The Client shall notify the Service Provider in writing.
- Both parties can immediately terminate the agreement without any judicial intervention by giving a written notice in the following cases:
- The other party has applied for an official moratorium, declared its bankruptcy, has been declared bankrupt or has lost control of its assets in any other way
- The other party through circumstances outside of one’s control can’t meet one’s obligations during a period of three months, or when it is clear that the circumstances outside of one’s control will last longer than three months. This right for termination will no longer apply when, before it is invoked, the obligations which could not be met because of forces outside of one’s control, were met after all;
- The other party doesn’t meet the obligations of these terms & conditions and/or the made agreement and doesn’t meet its obligations after fourteen days even after being notified.
Artikel 4. Execution of the assignment
- The Service Provider decides upon the way and by whom the assignment will be executed.
- The Service Provider will notify and discuss with the Client when third parties have to be engaged and in any case will be meticulous in selecting third parties. The Service Provider cannot be held accountable for the failure to fulfil obligations by third parties.
Artikel 5. Information
- The Client is responsible for placing at the Service Provider’s disposal any and all data and documents which the Service Provider needs for correctly executing any assignment, respectively to cooperate as fully as possible so that the Service Provider can gain the necessary information after all.
Artikel 6. Electronic communication
- At the request of the Client, the Client and Service Provider can communicate through electronic means with one another during the execution of the assignment.
- Neither Client nor Service Provider are liable for damage caused by the use of electronic communication including, but not limited to, damage caused by delay or non-delivery of electronic communication, interception or manipulation of electronic communication by third parties or by equipment used for transmitting, sending or processing electronic communication, the transferring of viruses and non-functioning telecommunications network or other tools necessary for communication as far as the damage isn’t caused by either intent or gross negligence.
- Both the Client and the Service Provider will do anything in their power to make sure the aforementioned risks don’t happen.
- The data from the computer systems of the sender will act as binding evidence of the sender’s electronic communication until proven otherwise by the receiver.
Artikel 7. Secrecy
- The Service Provider, unless he has a legal obligation to report, is bound to maintain secrecy to third parties. An exception will be made to this rule in case the Service Provider has to fend for himself in a legal procedure in which this information is relevant.
- Unless permitted by express written authorisation of the Service Provider the Client will not make the content of reports, advice or other documents whether in writing or otherwise public. The Client will also make sure that third parties won’t be able to get a hold of the previously mentioned content.
- The Service Provider will make sure that third parties contracted by him will also follow these obligations.
Artikel 8. Fees
- The fee of the Service Provider is not related to the resolution of the assignment.
- The fee of the service, if necessary increased with advances and declarations of contracted third parties will be billed every month, every quarter year, every year or after completion of assignment, unless the Client and Service Provider have made an agreement about this. The Service Provider has the right to bill his activities in the way of advances and expect payment before activities are made. The billed advances will be left off the next or final expenses claim. All the owed amounts will be subject -if any- to turnover tax which will be billed separately.
Artikel 9. Travel expenses
- Travel expenses will be billed separately. All the owed amounts will be subject -if any- to turnover tax which will be billed separately.
Artikel 10. Payment
- Payment by the Client should be made without deduction or discount within the agreed upon term. In any case no later than 14 days of the date of the invoice. Payment should be in Euros on a bank account selected by the Service Provider.
- In case the Client doesn’t pay within the first paragraph agreed upon time and after being warned at least once, the Client will be in default; the Client is liable to pay the legal interest starting from the date on which the Client is in default.
- All the expenses made by the Service Provider in court and outside of court caused by the Client being in default will be chargeable to the Client.
- In case the amount owed by the Client, in the Service Provider’s opinion, gives cause to hold off its agreement with the Client then the remaining payment will be immediately claimable.
Artikel 11. Faults, complaint notification periods
- The Client should notify the Service Provider of complaints in regards to the invoice and/or the accomplished activities within 10 days after the sending date of the concerning invoice on which the activities have been charged.
- If a complaint is well founded, the Service Provider has the option between changing the charged amount, improving the service without cost, carrying out the work once again as agreed for the fee of which has already been paid by the Client.
Artikel 12. Liability
- The Service Provider will do the activities to the best of his abilities and take care to be as meticulous as to be expected. In case a mistake is made because the Client has given the Service Provider incomplete or incorrect information, the Service Provider will not be liable for the damages caused. In case the Client shows that he has suffered damages because of a mistake made by the Service Provider which could have been prevented by acting more meticulously, the Service Provider will be liable for that assignment for a maximum amount of 1 time the fee of the concerning assignment with a maximum of EUR 20.000. This maximum amount also applies to assignments that last more than a year.
- The Client protects the Service Provider for claims from third parties because of damage caused because the Client has given the Service Provider incomplete or incorrect information unless the Client can show that the damage isn’t connected to neglect on their side or can show that the damage is caused by gross negligence or intent of the Service Provider.
- Bojko & Partners is never liable for all remaining consequential damage, neither for damage suffered because of third parties, for this the Client has to protect Bojko & Partners. The application of the advice is entirely at the risk of the Client. In no case will Bojko & Partners’ liability lead to a payment of a higher remuneration than the payment Bojko & Partners receive from their third party insurance.
- Bojko & Partners are never liable for any consequential damage or damage caused by foregone profits in whatever form or shape towards their Clients. Bojko & Partners are also never liable because of delays, damage caused by loss of data, damage to computer programmes, damage caused by overstaying deadlines caused by changed circumstances and damage caused by receiving lacking information, data, corporation or tools from the Client.
- Bojko & Partners is never liable towards the Client for damages caused by or related to use (or not being able to use) by the Client of programmes or tools.
- Bojko & Partners is never liable in any way for damage caused in whatever way or form by third parties doing activities for the Client. The Client will protect Bojko & Partners from claims from third parties by accepting these general terms.
Artikel 13. Time limit
- As far as it isn’t determined otherwise in these terms, claim rights and other rights of the Client expire when it comes to doing the activities by the Service Provider at least one year after the moment where the Client took note of or could reasonably assume the existence of these rights and powers.
Artikel 14. Force Majeure
- Bojko & Partners cannot be made to fulfil its obligations in case this is not in any reasonable way possible for Bojko & Partners because of forces outside their control changing the circumstances since committing to their obligations.
- A shortcoming in an obligation by Bojko & Partners doesn’t count as a shortcoming and won’t be accountable for Bojko & Partners in case of gross neglect by Bojko & Partners and their third parties caused by fire, strikes, riots, war, government sanctions, including import or export prohibitions, frost and any other circumstances over which Bojko & Partners have no control.
Artikel 15. Applicable law
- On all Bojko & Partners’ offers and agreements the Dutch law is applicable excluding any other law.
- As far as it isn’t determined otherwise in these terms, claim rights and other rights of the Client expire when it comes to doing the activities by the Service Provider at least one year after the moment where the Client took note of or could reasonably assume the existence of these rights and powers.
Bojko & Partners is a cooperative with limited liability. These general terms are applicable to anyone who agrees to Bojko & Partners’ terms and conditions.
Artikel 16. General provisions
- In the face of these general provision any provision from the Client, and other branch or general provisions wherever they may be written or presented, are non-binding unless these have been accepted by Bojko & Partners in writing during the entering of the contract.
- All parties are only bound to agreements relevant to the execution of the activities in addition to these terms when they have been put in writing and have been signed by representatives from both parties.
- In case one of the parties doesn’t want to live up to these terms and conditions, does not mean that these terms and conditions do not apply or that the other party doesn’t have the full right to ask for the strict compliance with these terms and conditions in the future or in similar cases.
- Third parties do not enter in the agreement between Bojko & Partners and its Client so article 6:254 paragraph 1 of the civil code does not apply.
- None of the parties have the right to transfer her rights and obligations of this agreement without the direct consent of another party, knowing that Bojko & Partners has the right to onlend a loan on her rights of payment.
- All notifications in regard to this agreement and these terms are considered to be given at the moment of signing by both parties.
These general terms have been deposited on May 21th 2010 at the Chamber of Commerce in Maastricht under the number 14132644 0000 and can also be consulted at www.bojko.nl
If there may be a discussion regarding the interpretation of the English text, the Dutch text will be leading.
