1. Applicability of Terms and Conditions
1.1 These General Terms and Conditions (the ‘Conditions’) apply to all quotations (offers), legal relationships and agreements under which Fancee BV in Rotterdam (‘Fancee BV’) provides service of any kind (the ‘Services’) to its other party (the ‘Client’).
1.2 The applicability of any other general terms and conditions is hereby expressly rejected.
1.3 These Conditions are also stipulated for the benefit of the directors of Fancee BV as well as all persons employed by it and will continue to apply if the directors and/or employees no longer work for Fancee BV.
1.4 Fancee BV reserves the right to amend and/or supplement these terms unilaterally. The Client will be informed of any amendments and/or supplements in writing. If the changes to the Conditions put the Client in a less favourable position, the customer may terminate the agreement within fourteen (14) days after notification of the amendment and/or supplement, until the date on which the new Conditions take effect.
2. Quotations and Agreements
2.1 All quotations (offers) made by Fancee BV are without obligation, unless explicitly stated otherwise.
2.2 Acceptance of an offer must be made in writing and take place within the stipulated period. In the event of late acceptance, the offer shall lapse by operation of law and no rights may be derived from it.
2.3 The agreement shall come into effect when Fancee BV has received a timely, written acceptance of the offer.
2.4 The acceptance must indicate that the Client agrees to the applicability of these Conditions and that he waives his own general terms and conditions.
2.5 Fancee BV is entitled – as Fancee BV deems this necessary or appropriate, which is solely at the discretion of Fancee BV – to engage a third party for the proper execution of the Services required of them, the costs for which will be transferred to the Client.
2.6 In the event of a discrepancy between these Conditions and the agreement in which these Conditions have been declared applicable, the provisions stipulated in the agreement shall prevail.
3. Payment Terms and other Conditions
3.1 All quotations (offers) are made excluding VAT.
3.2 The payment must be made, without suspension or set-off, within the term stated on the invoice. This term is a deadline.
3.3 Fancee BV will at all times be authorized to set off the debts owed to it by the Client, whether due or not, without regard to the eligibility of the claims against Fancee BV.
3.4 If payment is not made within the period, the Client will owe interest of one percent (1%) per month or part of a month on the balance due as of the first (1st) of each month, from the day on which payment should have been made until the day of payment in full. If Fancee BV has to incur any costs in order to collect the amount owed, these will be fully borne by the Client, both extrajudicially and judicially.
3.5 Payments made by the Client will always serve to pay all interest and costs owed and subsequently those claims that have been outstanding the longest, even if the customer states that the payment relates to a claim that arose later. This does not affect Fancee BV’s right to regard a payment differently.
4.1 Fancee BV is authorized to suspend the fulfilment of its obligations if:
- I. The Client does not or not fully comply with an obligation under the agreement or these Conditions;
- II. After the agreement has been concluded, circumstances become known to Fancee BV that give good reason to fear that the Client will not fulfil (part of) his obligations; and/or;
- III. When the agreement was concluded, the Client was asked to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient.
4.2 If Fancee BV suspends fulfilment of its obligations, it will retain its claims under the agreement and these Conditions.
4.3 Fancee BV retains the right to claim (additional) compensation at all times.
5.1 Fancee BV can terminate an agreement with a Client at any time in writing without stating any reasons, subject to 2 month’s notice, unless the parties have explicitly agreed otherwise.
5.2 Contrary to paragraph 1 of this article, Fancee BV may terminate any agreement concluded with a Client with immediate effect, whereby the Client will be in default by operation of law, without any prior notice of default or judicial intervention being required, if:
- I. The Client fails to comply with an obligation under any agreement or these Conditions and this failure is not remedied within seven (7) days;
- II. The Client is in a state of bankruptcy, (provisional) suspension of payment or liquidation, or submits a request to that end, or consults with its creditors in order to avoid such a situation;
- III. The Client discontinues its business or alienates its business or a substantial part (30%) thereof, or if the Client alienates, leases or encumbers a substantial part (30%) of its assets;
- IV. A decision is made to split up, change the articles of association, convert or merge the Client, without the written permission of Fancee BV;
- V. The business or businesses operated by the Client is or are terminated;
- VI. Any facts or circumstances occur which in the opinion of Fancee BV could reasonably have a material effect on the Client and/or the business(es) connected to it;
- VII. Any facts or circumstances occur which, in Fancee BV’s opinion, could reasonably have a material effect on any security provided by the Client;
- VIII. Any circumstance arises that could in any way prevent or restrict the Client from complying with any obligation under an agreement and/or these Conditions; and/or an attachment under a warrant of execution is levied on the customer.
5.3 The Client undertakes to notify Fancee BV immediately in writing if one or more of the circumstances described in Article 5.2 arise.
6. Consequences of Termination
6.1 Upon termination of the agreement, all claims of Fancee BV against the Client are immediately due and payable.
6.2 If Fancee BV terminates the agreement pursuant to Article 5.2, the Client will be liable for all loss or damage suffered and to be suffered by Fancee BV as a result, which loss or damage will in any case include all amounts of the agreement(s) that are not yet due.
6.3 After termination of the agreement, articles 7, 8, 11 and 12 of these Conditions will remain in full force.
7.1 Fancee BV is not liable for any direct loss, unless the Client proves that the loss was caused by fault or negligence on the part of Fancee BV.
7.2 Fancee BV’s liability for direct loss will in all cases be limited to the amount paid out in the relevant case under Fancee BV’s applicable liability insurance policy. A copy of the applicable policy conditions will be provided upon request.
7.3 The foregoing limitations will not apply if the direct loss is the result of intent or deliberate recklessness on the part of Fancee BV.
7.4 Fancee BV will never be liable for indirect damage, such as, but not limited to, loss of profit and/or immaterial damage.
7.5 Claims for compensation expire one year after the day on which the Client became aware of the damage and the possible liability of Fancee BV for this damage.
8.1 The Client indemnifies Fancee BV and its auxiliary persons against claims from third parties who claim to have suffered damage as a result of or in connection with activities performed by Fancee BV on behalf of the Client, as well as against the costs incurred by Fancee BV in conducting a defence against such claims.
9. Intellectual Property Rights
9.1 The content of the website(s) and what is shown on it are protected by copyright. Fancee BV and/or its affiliated legal entities are the holder of these rights. The Client is therefore not permitted to reproduce and/or publish (parts of) the website(s) without the prior written permission of Fancee BV. Fancee BV or any of its affiliated legal entities holds various trademark registrations. Without the prior written consent of Fancee BV it is not allowed to use these trademarks.
9.2 All intellectual property rights with respect to the services, including all information made accessible through the services and/or website(s), belong exclusively to Fancee BV and/or its licensors.
9.3 Fancee BV only grants its Clients a limited, personal, revocable, non-exclusive, non-sub-licensable and non-transferable right to access and use the services.
9.4 Nothing in these Conditions is intended to transfer or waive any intellectual property rights to any customer.
10. Force Majeure
10.1 Force majeure includes all circumstances that Fancee BV could not reasonably avoid and the consequences of which Fancee BV could not reasonably prevent.
10.2 In the event of force majeure the agreement will remain in force; however, Fancee BV’s obligations will be suspended for the duration of the force majeure.
10.3 Fancee BV will not be liable for any loss or damage caused by force majeure.
11.1 The Client is forbidden to disclose to third parties in any way, shape or form, directly or indirectly, any particulars of Fancee BV or any of its affiliated companies and/or any services provided by Fancee BV, regardless of whether such information is marked with a designation indicating the confidential nature or ownership of such information, and regardless of the way in which the customer came to know such particulars (the ‘confidential information‘).
11.2 In the event of a legal obligation to disclose confidential information, the Client undertakes to consult with Fancee BV at the earliest possible stage before disclosing this information to third parties.
11.3 If the confidentiality clause contained in this Article 11 is breached, the Client will forfeit to Fancee BV an immediately payable penalty of EUR 5,000 for each breach, without prejudice to Fancee BV’s right to claim additional compensation and the costs of recovery. Fancee BV also has the right to claim full compensation instead of the fine and any additional compensation. In that case Fancee BV will also claim the costs of recovery.
12. Final Provisions
12.1 In the event that any provision of these Conditions is null and void or voidable, the remainder of these Conditions will remain in effect, insofar as, given the purport and purpose of these Conditions, that remainder is not inextricably linked to the null and void or voidable provision. The parties will do their utmost to reach agreement on a new provision that, given the purport and purpose of these Conditions, deviates as little as possible from the void or voidable provision.
12.2 Together with the agreement, these Conditions, including any subsequent agreement or amended or supplementary agreement, constitute the entire agreement between Fancee BV and the Client. Any previous agreements, arrangements, understandings or statements shall hereby lapse.
12.3 These Conditions and all agreements are exclusively governed by, and must be interpreted in accordance with, Dutch law, without taking into account any rules of reference of Dutch private international law.
12.4 Disputes arising from these Conditions or any agreement resulting therefrom shall be submitted to the exclusive jurisdiction of the District Court of Rotterdam.