These are the terms and conditions of the private company (besloten vennootschap) Bureau 42 (hereinafter: “Bureau 42”) located in Eindhoven. Bureau 42 is registered in the Commercial Register under number 61750794.
These terms and conditions contain the standard conditions under which Bureau 42 performs contracts (assignment/engagement agreements) and legal acts with the client (hereinafter “You”). If Bureau 42 provides an offer, or enters into an agreement to perform a contract, these conditions apply.
1. Bureau 42 only performs contracts on the basis of a written agreement. This agreement is established in two steps. First, Bureau 42 sends an order confirmation and these general conditions. In the order confirmation, Bureau 42 indicates which contract(s) Bureau 42 will perform for you, and what fee is charged for this purpose (the “fee”). The agreement comes into force when you accept the order confirmation in writing or by email unconditionally.
2. Any (purchase) conditions or other terms and conditions by you are hereby expressly waived by Bureau 42.
3. The scope of the agreement established between Bureau 42 and you, is that Bureau 42 performs one or more contracts for you. A contract means that Bureau 42 performs a defined set of activities for you, such as drafting a contract, writing a legal opinion, or giving a presentation.
4. Bureau 42 will perform contracts to the best of its ability, and in accordance with the standard that can reasonably be expected from Bureau 42.
5. Bureau 42 has the right to engage a third party in the performance of a contract. Bureau 42 will carefully choose this third party. Bureau 42 is not liable for any acts or omissions by this third party. Bureau 42 has the right to accept a limitation of liability from this third party on your behalf.
6. If Bureau 42 states a period with respect to the performance of a contract, this is never a deadline. You are always required to send Bureau 42 a notice before Bureau 42 is in default in the performance of its obligations under a contract agreement.
7. Bureau 42 is a sole proprietorship. It is expressly not intended to enter into an employment agreement with you.
8. Bureau 42 may perform a contract at its own discretion. When performing a contract, Bureau 42 will take into account reasonable instructions provided by you. Bureau 42 is not required to perform a contract at your offices.
Availability of information
9. At the request of Bureau 42, you will timely provide any information reasonably required by Bureau 42 to perform a contract.
10. You assure that all information you provide to Bureau 42 is complete and accurate, even if it comes from third parties.
11. Bureau 42 treats all information you provide to Bureau 42 as confidential, unless it can reasonably be assumed that this information is not confidential.
12. Bureau 42 has flexible rates for different activities as agreed with you.
13. Any expenses that Bureau 42 makes in the context of a contract, such as (but not limited to) courier fees and translation costs will be charged to you by Bureau 42 without surcharge. Travel expenses are charged to you based on a rate per kilometre. All invoices shall be increased by the applicable VAT rate.
14. Bureau 42 bills monthly. The payment term for an invoice within 14 days after the invoice date. If you have not paid on time, Bureau 42 is not required to send you a notice. You are immediately in default. If you are in default, you also owe the statutory interest payable thereon, in addition to the fee. Plus any expenses from the due date of the invoice, together with the legal extrajudicial collection costs.
15. In case of force majeure, Bureau 42 has the right to suspend the performance of a contract. This at least includes illness due to which Bureau 42 is unable to (continue to) perform the contract. If the force majeure lasts longer than 30 days, you can unilaterally terminate the contract agreement. In this case, you will only owe the fee for the activities actually performed by Bureau 42 until the date of termination.
Limitation of liability
16. Any liability arising out of or in connection with the performance of a contract, regardless of the legal basis, is limited to the amount paid out Bureau 42 in the particular case under its professional liability insurance, plus the amount of the deductible applicable to the insurance.
17. Claims for compensation or other rights of action that you might unexpectedly have on Bureau 42, in any case expire if they are not brought before the competent court with the right of action within one year after they have become known to you, or reasonably could have become known.
18. Third parties cannot accrue any rights from a contract performed by Bureau 42 for you, or from the results of it. Bureau 42 also has no liability against them. You fully indemnify Bureau 42 against all claims of third parties arising in any way from a contract performed for you by Bureau 42.
Applicable law and competent court
19. Dutch law is applicable to every contract agreement and every legal obligation of Bureau 42. Disputes arising will initially be attempted to be resolved by mutual agreement. If this fails, the dispute shall be exclusively submitted to the competent court in Eindhoven by Bureau 42, without prejudice to the right of Bureau 42 to submit a dispute to a court which would be competent in the absence of this provision.
Version 01 January 2015.