General Conditions for The Provision of Services FBS24 in the Netherlands
Flex Business Services B.V. Beechavenue 10, 1119 PT Schiphol-Rijk
1. Applicability and Definitions
1.1 These general terms and conditions apply to all offers, price-quotes and agreements of the limited liability company under Dutch law Flex Business Services B.V., as well as of any subsidiaries thereof and other associated companies which refer to these general terms and conditions, to be referred to hereinafter as “FBS”.
1.2 The other party should be understood to mean in these general terms and conditions any person/legal entity which enters into an agreement with FBS, or wishes to do so and all its representative and/or legal successors.
1.3 In these general terms and conditions, an agreement should be understood in the sense of title 5 Book 6 of the Dutch Civil Code.
1.4 By entering into an agreement with FBS the other party explicitly waives any conditions applied by itself regardless of their name, and so to our agreements exclusively the terms and conditions applied by FBS apply.
2. Offers, establishment and amendments to the Agreement
2.1 All offers and price-quotes presented by FBS carry no obligations. An agreement with the other party does not come about but by written confirmation of FBS and/or actual performance of services by FBS. Each amendment to the agreement will only bind FBS to the extent that such an amendment has been confirmed in writing by FBS or have actually been performed by FBS.
2.2 All information and indications made by FBS and regarding delivery or/and services shall be prepared at best knowledge but they are not binding. Any derogations and/or changes of any nature and extent whatsoever are therefore exclusively reserved to FBS. FBS is entitled to change its deliveries and/or services at its own opinion, with no entitling the other party to amend or terminate the agreement.
2.3 Termination of the contract by FBS or the other party must happen through notification, regarding the agreed period of notice. The onus of proof regarding the termination of the contract (on contractual schedule) is for the other party (the Client).
2.4 The other party is not authorized to transfer any rights and/or obligations resulting from the agreement concluded with FBS to third parties, save explicit written permission of FBS.
3. Rates and Prices
3.1 FBS is entitled at all times to change the agreed rates and/or prices. If the other party is a consumer (a private person not acting in the performance of his profession or business) such consumer is entitled to reconsider the agreement(s) if the price raise takes place within three months following the conclusion of the agreement(s).
3.2 All the prices are VAT excluded save explicitly stated otherwise. FBS is entitled to charge any change in the VAT rate to the other party.
3.3 FBS is entitled to charge any refund of costs incurred by FBS for the benefit of the other party within the context of this agreement, to the other party.
4. Payment and Security
4.1 Save explicitly agreed otherwise the invoices of FBS should be paid within seven (7) days following the date of invoice.
4.2 The other party is not entitled to set off and/or postpone its obligations under the agreement.
4.3 If the other party shall not (on schedule) meet its’ payment obligations, the other party is in default without a notice of default being required. The other party will owe - without prejudice to its other obligations – as from the day of maturity of the invoice up to the day of full payment interest - over the outstanding debts on an annual basis of each time applicable legal interest rate as referred to in Article 6:119a Dutch Civil Code (DCC) plus 5%. If the other party is a consumer (being a person not acting in the performance of his profession or business) the legal interest on the basis of Article 6:119 DCC applies.
4.4 In case of non-payment or non-timely payment, all the court and enforcement costs as well as administrative costs and extrajudicial collection costs will be to the account of the other party. The extrajudicial collection costs amount to 15% of the invoice sum with a minimum of € 150.- net.
4.5 As security of correct performance of its’ obligations under the agreement as referred to in the preceding paragraph the other party will pay a warranty payment to FBS, necessary to enter into the agreement. The amount of such warranty payment is related to the chosen package of services.
4.6 FBS shall start fulfilling its’ obligations under the agreement concluded with the other party at the moment when the warranty payment has referred to in the preceding paragraph has been performed and not earlier than the date of entering the contract into force, agreed in the Contract.
4.7 The warranty payment serves as security amount (against and including any damages, interests and other costs chargeable to the other party), that the other party will owe to FBS or its legal successor(s), as well as in order to cover any financial damage related with premature termination of the agreement caused by bankruptcy of the other party, to the extent where no recovery is possible from the other party and/or the real estate.
4.8 No interest will be paid over the warranty payment.
4.9 The warranty payment shall be refunded to the other party only and as soon as it has met all the obligations under this agreement.
4.10 In case if a part of the warranty payment has been used, the other party will make up the missing sum at the first request of FBS.
4.11 The other party shall adjust the missing amount of the warranty sum immediately if the payment obligations to FBS under the agreement have been increased.
4.12 Prior to the potential renewal / annex to the agreement, the other party shall complete the warranty sum adapted to the new payment obligations to FBS, if they would change.
4.13 If the other party does not meet the obligations described above regarding the warranty sum, then the other party shall forfeit to FBS an immediate contractual fine of € 250.- for each calendar day of delay following the registered mail with warning and reasonable terms to restore the default, without prejudice to the right of FBS to performance, reciliation and damages.
5. Termination of the contract
5.1 FBS has right to terminate the contract with the other party without being held to pay damages for that reason, by registered mail with an immediate effect and without any court intervention, in full or in part, inter alia in the following events:
The other party applies for suspended payment or bankruptcy or is declared bankrupt or offers a deal out of bankruptcy, or attachment is made of any part of its assets;
The other party discontinues its activities, ceases to aspire its registered purpose, decides to wind up its business, loses its legal personality otherwise, or transfers its business or merges its business
The other party does not, not timely or not duly perform one or more obligations resulting from the agreement and it has not eliminated such non-performance within seven calendar days following written notice to that end by FBS;
FBS ceases the service concerned.
The provisions of the preceding paragraph do not alter the powers vested in FBS upon default in the performance by the other party such as (but not limited to) the ones for claiming performance and/or full damages.
Intellectual Property Rights i.a.
6.1 The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighbouring rights, rights for the protection of performances including rights to all the publications and other informative products published by FBS are vested in FBS. Nothing from the publications or informative products of FBS shall be reproduced and/or made available to the public in any manner save explicit prior written permission of FBS.
6.2 The other party is explicitly prohibited to abuse the good name of FBS, or to relate to it for its own business not being within the context of the agreement and/or hinder FBS in any way in its own activities, all this at the discretion of FBS.
7. Personal Data
7.1 FBS records data of persons for the performance of the agreement and if such persons contact FBS within the context of the services provided. In that case FBS acts as editor under the responsibility of the other party. Said data are used to perform an agreement and to inform persons about products and services of FBS, its working companies and carefully selected third parties, as relevant to them.
8. Force Majeure
8.1 If, in the view of FBS, as a result of force majeure, including a circumstance out of its control, performance by FBS is impossible or will be impossible, it is entitled to terminate the agreement in full or in part, or to temporarily suspend the performance of the agreement, without being held to pay any damages vis-à-vis the other party or any third parties.
8.2 Force Majeure is understood to mean inter alia but not exclusively threat of war, war, riots, molest, strikes, boycott, business interruption, traffic or transport disruptions, failures in (data) networks, government measures, scarceness of basic materials, acts of God, fire, nuclear reactions, machine failure and all other circumstances in which full or partial performance of the agreement by FBS cannot be expected in reasonableness and fairness.
8.3 If FBS has already performed services upon occurrence of force majeure or can only perform its obligations in part, it is entitled to invoice the part already delivered or deliverable separately and the other party is held to pay such invoice as if it was an individual contract.
9. Liability
9.1 The liability of FBS, the employees of FBS and the persons whom FBS is responsible and/or liable for indirect damage, including also consequential damage (including also delay damage, and loss of profit) is excluded in all events, save there is intent or gross fault of the highest senior staff of FBS.
9.2 The liability of FBS, the employees of FBS and the persons for whom FBS is responsible and/or liable for direct damage which is attributable to it, is limited in all events to the invoice value at the most of the part of the agreement which the liability results from.
9.3 The other party releases FBS from any liability resulting from its’ orders and that might occur vis-à-vis third parties, as well as from any liability vis-à-vis third parties by reason of the use or the impossibility to use by the other party of the services provided by FBS.
9.4 Any claims of the other party caused by the performance of the agreement by FBS should be communicated with FBS as soon as possible in writing but in any case, within fourteen days following the time of discovery of a defect in the performance, or within fourteen days following the time on which the defect in the performance should have been discovered, otherwise all the claims of the other party vis-à-vis FBS shall be cancelled.
9.5 The other party is liable for all material and immaterial damage which FBS incurs as result of the omission/activity of the other party. At all times FBS is entitled to set off such damage against the damage alleged by the other party, or to cash in on the goods of the other party in the control of FBS. The other party is held to take out an insurance for liability and to submit proof thereof to FBS at the first request of FBS.
10. Special provisions regarding lease(s) of office space concluded between user and the other party
10.1 The other party is not allowed to affix name indication(s) on the outside of the leased property. A name indication can be affixed in a place to be designated by FBS and in the way specified by FBS, in the hall of the leased property.
10.2 The other party is not allowed, nor third parties who are inside the leased property to affix goods outside the leased property or on the walls or ceilings and to affix nails/tape and other (fixation) materials on the wall or ceilings.
10.3 FBS is never liable for loss of or damage to documents or other goods incurred as result of services provided by post offices, carrier services and/or other third parties.
10.4 The other party must take a fire insurance policy, the policy against theft and glass object insurance at its own costs.
10.5 The other party is entitled to register the company in the register of companies at the address of the leased property, to use said address as mailing address in its letter-paper and other printed matter.
10.6 The leased property is made available by FBS to the other party during the regular business hours as specified by FBS.
10.7 The other party grants FBS permission to accept registered documents, carrier shipments, packages and other documents/goods which are offered for the other party at the leased property in the name of the other party at the front desk. FBS has an obligation to perform concerning correct and expedient passing on of the mail, telephone calls, fax and other messages to the other party, according to the chosen package of services and chosen protocol of handling (see the Attachment 5 to the Contract).
10.8 Save prior permission of FBS the other part is not allowed to instruct employees of FBS to perform any works not being the service exclusively described in the lease, or to hire employees of FBS under penalty of a fine of € 12,000 for each breach.
10.9 The other party is not allowed to use its own appliances, if they are also made available by FBS as service in the leased property, such as but not limited to: coffeemakers and fridges.
10.10 The other party is not allowed to admit or take along animals in the leased property.
10.11 The other party is held to keep the leased property in representative condition; FBS decides whether this requirement is met.
10.12 The rights and obligations of the other party under the contract are not transferable to third parties, save prior written permission of FBS.
10.13 FBS can provide inter alia the following additional services to the other party: internet connection, telephone service (op to 30 per month), administrative and secretarial services, use of conference rooms or co-work space and other described in the Appendix 1 to the Contract (Price List) or at the website fbs24.nl. If the other party wishes to choose for additional services, parties will decide about further arrangements on this. The costs involved in the provision of such additional services will be charged by FBS individually to the other party according to the Price List.
11. Miscellaneous
11.1 FBS is entitled to transfer the rights and obligations resulting from the agreement and without any further permissions of the other party required, to a company from the group it is related with, or transfer them to a third party in connection with a transfer of property rights to a product or a service belonging to FBS. The other party agrees in advance by entering into an agreement with FBS to such a transfer. FBS will inform the other party about such a transfer without delay.
11.2 FBS is entitled to modify the present terms and conditions. Any changes will also apply to agreements already concluded, as from the moment specified by FBS. FBS will timely announce such changes in a way of its’ choice, which in case of minor changes my consist of posting the amended terms and conditions on the website of the FBS and/or referring in the credits of the publications of FBS to the amended terms and conditions. Exclusively gross and drastic amendments to the terms and conditions may entitle the other party to inform FBS that it wishes to continue the agreement on the basis of the unchanged current terms and conditions instead of on the basis of the amended terms and conditions.
11.3 The other party chooses performance of the agreement at the address as stated in the agreement. In case of change of name and/or address data the other party should communicate in writing to FBS both the old and the new data at least fourteen days before the effective date of the change.
11.4 Should these terms and conditions be considered by law unreasonably burdensome vis-à-vis the other party who is a consumer (being a person not acting in the performance of his profession or business) and such a party invalidates a clause of these terms and conditions, then the invalidated unreasonably burdensome clause will be replaced by a new one, that does not seem unreasonably burdensome for the other party and also that protects the interests of FBS to the highest extent.
12. Disputes and Applicable Law
12.1. All and any disputes regarding the agreements concluded by FBS shall be presented to the competent court in Amsterdam. FBS is also entitled to present a dispute with another party which is a consumer (being a person not acting in the performance of his profession or business) to the court which has relative jurisdiction on the basis of the law. If such is a court other than the court in Amsterdam, and FBS presents the dispute to the court in Amsterdam, then such consumer shall be entitled to choose the court competent by law within 6 weeks after FBS has invoked such clause in writing.
12.2. To all the agreements concluded with FBS Dutch law applies.