General Terms and Conditions of: ValuePro
1. Definitions
In these General Terms and Conditions, the following terms shall have the meanings ascribed to them:
1.1. Client: The natural person or legal entity that has commissioned Service Provider to perform Activities.
1.2. Service Provider: ValuePro. ValuePro considers all assignments to be given to it, even if it is expressly or implicitly intended that the assignment will be executed by a specific individual. The provisions of Article 7:404 of the Dutch Civil Code, which provides a regulation for the aforementioned situation, and Article 7:407(2) of the Dutch Civil Code, which establishes joint and several liability in cases where an assignment is given to two or more individuals, are excluded.
1.3. Activities: All activities for which written or oral instructions have been given. The foregoing is understood in the broadest sense of the word and includes, in any case, the activities as specified in the order confirmation.
1.4. Documents: All items provided by the Client to the Service Provider, including documents and/or other data carriers, as well as all items produced by the Client in the context of executing the assignment, including documents and/or other data carriers.
1.5. Agreement: any arrangement between the Client and the Service Provider for the performance of Activities by the Service Provider for the benefit of the Client.
2. Applicability
2.1. These General Terms and Conditions apply to all quotations and agreements, both written and oral, as well as to all Activities by the Service Provider. Third parties involved in the execution of the Activities may also invoke these General Terms and Conditions.
2.2. Deviating provisions from these General Terms and Conditions are only applicable if they have been agreed upon in writing.
2.3. If one or more provisions of these General Terms and Conditions are declared null and void or are annulled, the other provisions of these General Terms and Conditions will remain applicable. In such cases, the Service Provider and the Client shall consult in order to agree on new provisions to replace the null and void or annulled provisions, while maintaining the objectives and purposes of the null and void or annulled provisions as much as possible.
2.4. The Service Provider does not accept the Client’s terms and conditions, unless such acceptance is confirmed in writing by the Service Provider.
3. Formation and Duration of the Agreement
3.1. All quotations are non-binding and have a validity period of 30 days, unless explicitly and in writing otherwise agreed upon by the Service Provider and the Client.
3.2. An Agreement is concluded at the moment the signed order confirmation by the Client or the signed quotation with the notation “approved” is received by the Service Provider.
3.3. Changes to the signed order confirmation or to the “approved” signed quotation that deviate from the offer included in the quotation or offer, whether or not on minor points, shall be considered by the Service Provider as a (further) offer from the Client, to which the Service Provider is not bound. The agreement shall not be concluded unless the Service Provider explicitly accepts the (further) offer from the Client.
3.4. The order confirmation is based on the information provided by the Client to the Service Provider at the time. The order confirmation is deemed to accurately and completely represent the Agreement.
3.5. In case of orally provided instructions for performing Activities, as well as in cases where a signed order confirmation or a “for approval” signed quotation has not yet been received by the Service Provider, the Agreement for the assignment, subject to the applicability of these General Terms and Conditions, is deemed to have been concluded at the moment the execution of the activities is initiated at the request of the Client.
3.6. The parties are free to prove by any means that an Agreement has been concluded in another manner.
3.7. The Agreement is concluded for an indefinite period unless the parties have agreed otherwise in writing, or unless it follows from the content, nature, or purpose of the Activities assigned that it is for a specific period.
4. Client’s Cooperation
4.1. The Client is obliged to provide all Documents that the Service Provider, in its judgment, requires for the proper execution of the granted assignment for the performance of Activities, in a timely manner, in the desired format, and in the desired manner.
4.2. The Client shall also inform the Service Provider of any other information relevant to the execution or completion of the Activities.
4.3. The Client is responsible for the accuracy, completeness, and reliability of the aforementioned Documents, even if they originate from third parties.
4.4. Damages, additional costs, and extra fees resulting from delays in the execution of the Activities due to non-provision, untimely provision, or improper provision of the requested data and documents shall be borne by the Client.
4.5. The Client shall retain a proper copy of all Documents provided to the Service Provider.
4.6. As long as the required data for the execution of the Activities has not been provided, or not adequately provided, the Service Provider is entitled to suspend the execution of the Activities.
4.7. Upon completion of the assignment, at the request of the Client, the provided Documents will be handed over to the Client. A claim by the Client against the Service Provider for the delivery of the Documents provided to the Service Provider shall expire two years after the completion of the assignment.
4.8. The Service Provider is at all times authorized to retain a copy of the Documents, to the extent necessary to comply with laws and regulations and/or obligations arising from the applicable ethical and/or professional rules for the Service Provider.
5. Execution of the Assignment
5.1. The Service Provider performs the assignment for the performance of Activities, while observing applicable laws and regulations, including the “Act on the Prevention of Money Laundering and the Financing of Terrorism” (WWFT) and the applicable ethical and/or professional rules, which must be fully respected by the Client.
5.2. The Service Provider carries out the Activities to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. The Service Provider does not provide any guarantee regarding the achievement of any intended results of the performed Activities. The Service Provider has a best-efforts obligation only, unless expressly agreed upon otherwise in writing.
5.3. The Service Provider determines the manner in which and by whom the assigned task is carried out. The Service Provider will, if possible, take into account timely and reasonable instructions provided by the Client regarding the execution of the assignment. If the Service Provider has reasonable grounds to be unwilling to carry out the assignment according to the instructions given by the Client and the Client nevertheless insists on these instructions, the Service Provider has the right to terminate the Agreement for good cause, without any obligation to pay damages.
5.4. The Service Provider may, after consultation with the Client, change the composition of the advisory team, or replace the person responsible for the execution of the Activities with another person if, in the opinion of the Service Provider, this is necessary for the execution of the Activities. This change may not diminish the expertise of the advisory team or the person to be deployed, nor adversely affect the continuity of the execution of the Activities.
5.5. Neither the Client nor the Service Provider may employ personnel of the other party during the execution of the Activities or within one year after its termination, or negotiate with such personnel for employment, without the consent of the other party.
5.6
. The Service Provider is entitled to have certain activities performed by third parties designated by the Service Provider, if, in the opinion of the Service Provider, this is desirable for the optimal execution of the Activities for the Client. If these third parties wish to limit their liability in connection therewith, ValuePro is of the opinion, and if necessary stipulates hereby, that the assignments given to it or the agreements entered into with it include the authority to accept such liability limitation on behalf of the Client.
5.7. Any specified deadlines for the execution of the Activities shall be approximate and not deemed to be fixed deadlines, unless expressly agreed upon in writing. If the Client is required to make an advance payment or provide information and/or materials necessary for the execution, the deadline for completion of the Activities shall only start once full payment has been received or the information and/or materials have been provided.
5.8. The Client and the Service Provider are entitled to communicate with each other by electronic means during the execution of the Activities.
6. Confidentiality and Exclusivity
6.1. Unless legal and/or ethical and professional rules impose an obligation of disclosure on the Service Provider, the Service Provider is obliged to maintain confidentiality towards third parties who are not involved in the execution of the Activities. This confidentiality pertains to all Documents of a confidential nature provided by the Client to the Service Provider, as well as the results obtained through processing thereof.
6.2. The Service Provider is entitled to use the numerical results obtained after processing, provided these results cannot be attributed to individual Clients, for statistical or comparative purposes.
6.5. With the consent of the Service Provider, the Client shall only maintain direct contact with parties introduced by the Service Provider. This also applies if the Client is approached by these parties.
7. Intellectual Property
7.1. The Service Provider reserves all rights with respect to intellectual property in products of the mind that the Service Provider uses or has used in the context of the execution of the Activities. The Agreement concluded with the Client in no way implies the transfer of intellectual property rights, unless expressly and in writing otherwise determined.
7.2. The Client is expressly prohibited from reproducing, disclosing, or exploiting those products of the Contractor, including but not limited to computer programs, system designs, methods, advice, (model) contracts, spreadsheet models, and other intellectual property, in the broadest sense, whether or not involving third parties.
7.3. The Client is not allowed to provide those products to third parties without the explicit written consent of the Contractor, except for the purpose of seeking expert opinions regarding the Contractor’s Work, but only after prior notification to the Contractor.
8. Fee
8.1. The Contractor’s fee for valuation services is not dependent on the outcome of the assigned task and is calculated in accordance with the Contractor’s standard rates.
8.2. The Contractor’s fee consists of a predetermined amount and/or is calculated based on rates per unit of time worked by the Contractor. Additionally, the fee for services other than valuation services, if agreed upon in writing, may be increased with a transaction fee (success fee).
8.3. The fee and all rates are exclusive of invoices from third parties engaged by the Contractor, value-added tax, and other government-imposed levies, unless otherwise agreed upon in writing.
8.4. Unless explicitly stated otherwise in the offer or proposal, general expenses such as travel and accommodation costs, communication costs, database costs, etc. are not included in the Contractor’s rates.
8.5. The Contractor’s fee, if necessary increased by disbursements and invoices from engaged third parties, is invoiced to the Client on a monthly basis, including any applicable value-added tax and other government-imposed levies, unless otherwise agreed upon in writing.
8.6. If, after the conclusion of the Agreement but before the assignment is fully executed, factors included in the rates, such as wages and/or prices, undergo a change, the Contractor is entitled to adjust the agreed-upon rate accordingly, unless otherwise agreed upon in writing.
6.3. Except as provided in the preceding clause, the Contractor is not authorized to use the Documents provided by the Client for any purpose other than that for which they were obtained, unless the Contractor acts for themselves in a complaint, disciplinary, civil, or criminal proceeding where this information is relevant.
6.4. During the Agreement, the Client shall not assign similar Work to third parties without the written consent of the Contractor. The Contractor commits to the Client not to accept assignments from another Client if accepting and/or executing them would lead to conflicting interests between the respective Clients.
9.2. Transaction fees (success fees) or a portion thereof must be paid at or before the time of transfer in the context of the related transaction or part of the transaction at the notary.
9.3. If the Client has not paid within the aforementioned period or within the mutually agreed period, they are in default without the need for a notice of default. The Client is, without prejudice to its other obligations, liable from the due date of the invoice amount until full payment, for the statutory interest as referred to in Article 6:119a Dutch Civil Code.
9.4. All reasonable costs incurred by the Contractor for the judicial or extrajudicial collection of a claim shall be borne by the Client. The extrajudicial costs amount to 15% of the amount(s) claimed, with a minimum of €300.
9.5. In the event that two or more (legal) persons have issued an assignment for the execution of work, each of them is jointly and severally liable for the payment of the amounts due to the Contractor, regardless of the name on the invoice.
9.6. The Contractor is always entitled, prior to or during the continuation of their Work, to demand one or more advances determined in reasonableness and fairness by means of an invoice. In the absence of timely payment, the Contractor is entitled to refrain from commencing, suspending, or terminating their Work until payment or sufficient security has been provided by the Client.
10. Complaints
10.1. Complaints regarding the executed Work and/or the invoice amount must be made in writing to the Contractor within 30 days after the dispatch date of the documents or information about which the Client is complaining, or within 30 days after the discovery of the defect if the Client demonstrates that they could not have reasonably discovered the defect earlier.
10.2. Complaints as referred to in the first paragraph do not suspend the payment obligation of the Client.
10.3. In the event of a complaint that, in the opinion of the Contractor, is justified, the Contractor has the choice between adjusting the invoiced fee, rectifying or re-executing the rejected Work free of charge, or not (further) executing the assignment, in whole or in part, with a refund proportional to the fee already paid by the Client.
11. Termination
11.1. The Client and the Contractor are authorized to terminate the Agreement through written notice of termination, subject to a reasonable notice period, unless fairness and reasonableness oppose such termination.
11.2. In the event that the Client or the Contractor is unable to meet their obligations, applies for bankruptcy or suspension of payment, or ceases their business operations, the other party has the right to dissolve the Agreement without observing a notice period, through registered mail.
11.3. The Contractor retains the right to payment of the fee for the Work performed by them up to the time of termination or dissolution in all cases.
12. Liability
12.1. The Contractor is not liable for damages suffered by the Client due to incorrect or incomplete information provided by the Client or third parties not engaged by the Contractor.
12.2. The Client indemnifies the Contractor against claims from third parties for damages caused by the Client or third parties not engaged by the Contractor providing incorrect or incomplete information to the Contractor.
12.3. The Contractor is not liable for damages suffered by the Client as a result of advice obtained from third parties commissioned by or with the express consent of the Client.
12.4. The Contractor is not liable for damages suffered by the Client as a result of the use of electronic means of communication, including, but not limited to, damages due to non-delivery or delay in the delivery of electronic communication, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving, or processing electronic communication, transmission of viruses, and improper functioning of the telecommunications network or other means necessary for electronic communication, except to the extent that the damage is the result of intent or gross negligence of the Contractor. Data extracts from the Contractor’s computer systems constitute conclusive evidence of the contents of the electronic communication sent by the Contractor until evidence to the contrary is provided by the Client.
12.5. The Contractor is not liable for damage or loss of Documents during transport or during shipment by post, regardless of whether transport or shipment is carried out by or on behalf of the Client, the Contractor, or third parties.
12.6. All liability of ValuePro and the natural and legal persons associated with it is limited in its entirety to the amount that is paid out on the basis of ValuePro’s professional liability insurance policy in the relevant case. The policy can be obtained by the Client upon request at the office of ValuePro. If, for whatever reason, no payment is made under said insurance policy, liability is limited to an amount of €5,000 per assignment, or if the fee charged by ValuePro for the assignment is higher, to the amount of the fee.
12.7.
The Contractor shall at all times have the right, if and to the extent possible, to undo the damage suffered by the Client.
12.8. The Contractor is never liable for indirect or consequential damage.
13. Expiry Period
13.1. Unless otherwise stipulated in these General Terms and Conditions, all rights to claims and other powers of the Client against the Contractor in connection with the execution of Work by the Contractor shall lapse by the passage of one year after the moment when the Client became aware or could reasonably have been aware of the existence of these claims and powers.
14. Applicable Law and Choice of Forum
14.1. Dutch law applies to all Agreements between the Client and the Contractor to which these General Terms and Conditions apply.
14.2. All disputes relating to Agreements between the Client and the Contractor to which these General Terms and Conditions apply shall be settled by the competent court.
General Terms and Conditions ValuePro 2015
