general terms & conditions.
GENERAL TERMS & CONDITIONS OF CIRCLE REAL ESTATE MANAGEMENT B.V.
1. Scope
1.1. Introduction.
These are the general terms and conditions of Circle Holding B.V.
1.2. Beneficiaries.
These general terms and conditions have been stipulated for the benefit of Circle Holding B.V., its group companies, their directors and employees, as well as any third parties that have been hired by them (hereafter “Circle”).
1.3. Scope.
These general terms and conditions are applicable to all proposals from and agreements with Circle (including follow-on assignments and services), including any supplements and changes. The terms are also applicable, if the client is already using the services of Circle before having accepted the offer.
1.4. Other general terms and conditions.
The general terms and conditions of clients, suppliers, (sub)contractors and other third parties shall not be applicable.
2. Proposals and acceptance
2.1. Non-binding.
A proposal shall be non-binding, unless the proposal specifies a date for acceptance.
2.2. Acceptance and execution by Circle.
Assignments will only be accepted and executed by Circle, also if the assignment has only been granted with a view to execution by a specific person. Sections 7:404 and 407 para. 2 of the Dutch Civil Code (Burgerlijk Wetboek) are not applicable.
2.3. No deviating acceptance.
A client may only accept a proposal in its entirety. Partial acceptance or acceptance with modifications are deemed a rejection of the proposal, which shall not create any binding obligation for Circle.
2.4. Multi-part proposals.
Circle may make a proposal that consists of multiple parts. If the client wishes to accept one or more (but not all) parts of the proposal, Circle shall have the right to adjust the price per part of accordingly.
2.5. Subsequent assignments.
A proposal does not necessarily apply to subsequent assignments.
3. Services
3.1. Description.
Circle shall only render services that have been included in the agreement.
3.2. Nature.
The services of Circle are commercial and technical. Circle does not render legal or tax advice.
3.3. Quality goal.
Circle shall execute the agreement to the best of its abilities. It strives for the highest quality in the execution of its work. This is a ‘best efforts’ obligation (inspanningsverplichting). A guaranteed result, in view of the nature of the work, is not possible.
3.4. No power of attorney.
An assignment does not imply that Circle is authorized or required to perform legal acts (rechtshandelingen) on behalf of the client.
3.5. Timing.
Time schedules are indicative, unless agreed otherwise.
4. Information from the client
4.1. Provision.
De The client shall, before, during and after the assignment, provide all information to Circle, of which it knows, or should reasonably have known that it is relevant for the execution of the assignment.
4.2. Accurate and complete.
If the client provides information that is incorrect and/or incomplete, it shall not be able to claim against Circle in this respect.
5. Cooperation with third parties
5.1. The nature of the projects.
The nature of the projects entails that Circle shall often work together with third parties, such as lawyers, tax experts, construction specialists and other advisors.
5.2. No liability for damages caused by third parties.
If the client hires a third party and such third-party causes (directly or indirectly) any damage, Circle shall not be liable for any such damage. Clause 4.2 shall be applicable.
6. Subcontracting
6.1. No subcontracting without prior written consent.
Circle shall not subcontract any activities to a third party without the prior written consent of the client.
6.2. Any claim against a third party will be passed on.
If a subcontractor of Circle causes any damage for the client and Circle has a claim against the subcontractor, Circle is willing to, at the request of the client:
(a) enforce such claim (at the expense of the client); or
(b) transfer its claim to the client.
7. Invoicing and payment
7.1. Remuneration.
The remuneration (or the way in which it will be calculated) shall be specified in the agreement.
7.2. Expenses.
The client shall reimburse Circle for any reasonable out-of-pocket expense that Circle incurred for the execution of the assignment.
7.3. Invoicing and payment terms.
Circle shall invoice upon meeting the agreed target or any agreed milestone, unless agreed otherwise. Invoices shall be paid within 15 calendar days after the date on the.
7.4. Payment in case of early termination.
In case of early termination, the renumeration shall be due and payable pro rate, regardless of the reason for early termination.
7.5. Payment in case of execution by the client or a third party, during or after the assignment.
The agreed remuneration shall be payable in full (against invoice), if the assignment shall be executed by the client itself or by a third party hired by the client. This shall apply during the assignment and for a period of 12 months after the assignment terminated, unless the nature of the project requires.
7.6. Currency, bank details.
The client shall pay the amount due in euros into the bank account specified by Circle on the invoice.
7.7. VAT.
The amount invoiced shall exclude VAT. The client shall pay any VAT due.
7.8. Advance payment.
The client shall pay in advance, if Circle shall request.
7.9. Late payment; interest.
In case of late payment, the client shall owe Circle an interest equal to the legal interest (wettelijke handelsrente) plus 1%, without any notice being required.
7.10. Collection.
The client shall reimburse any collection costs (whether or not extrajudicial). The costs are established at 15% of the amount of the invoice, with a minimum of EUR 1,500.
7.11. Suspension.
Circle may suspend its activities, for as long as an invoice remains unpaid after expiration of its due date. A dispute over the invoice shall not constitute a valid reason to withhold or suspend.
7.12. No set-off.
The client shall not be allowed to set-off any debt to Circle against a claim that it may have.
7.13. Joint and several liability.
If there is more than one client for an assignment, each client shall be jointly and severally liable for the due performance of the obligations of the clients.
8. Force majeure
8.1. The statutory regime.
The statutory regime for force majeure (as set forth in the Dutch Civil Code) is applicable.
8.2. Supplements to the statutory regime.
In addition to the statutory regime, the following applies:
(a) Duty to inform of force majeure. Each party shall immediately (but in any case, within two business days) notify the other party/parties, if an event of force majeure occurs;
(b) Payments in case of force majeure. The client shall only have to pay 50% of the invoice, if the event of force majeure is on the side of Circle (the remaining part being due after the event of force majeure shall have subsided). If the event of force majeure is on the side of the client, force majeure shall not be a valid reason to withhold or suspend;
(c) Termination in case of prolonged force majeure. If an event of force majeure continues for more than three months, the party that has not invoked force majeure shall have the right to terminate this agreement, if the situation would justify termination.
9. Liability
9.1. Willful intent and gross negligence.
Circle shall only be liable in case of willful intent or gross negligence of Circle.
9.2. Limitation of remaining liability.
If and to the extent that Circle shall be liable, its liability shall be limited to the contract value of the assignment or, in case of milestones, multi-part assignments or assignments with monthly lump sum installments, of the contract value of the relevant milestone, part of the assignment or one monthly lump sum respectively.
9.3. Exclusion of indirect damages.
Circle shall never be liable for any indirect damages, including (but not limited to) loss of revenue or profit.
9.4. Lapse of claim.
A claim for damages must be filed forthwith and shall lapse one year after the event that caused the damage.
10. Confidentiality
10.1. Duty of confidentiality.
Neither party shall disclose the existence or content of this agreement to any third party, except to the extent such disclosure is required:
(a) for the execution of the assignment; or
(b) pursuant to any applicable legislation, exchange regulation or court order.
10.2. Marketing purposes.
Notwithstanding the above, Circle may, in consultation with the client, mention the transaction or assignment for marketing.
11. Intellectual property
11.1. No transfer.
Circle remains the sole owner of any intellectual property right (models, techniques and instruments) it uses for the execution of the assignment and shall become the sole owner of any such rights that it developed for or during the execution of the assignment.
11.2. Limited right to use.
To the extent required for the execution of the assignment, the client shall have a limited
right to use such intellectual property rights. Imitation or copying shall not be allowed.
12. Duration and termination
12.1. Duration.
In principle, an agreement shall last for the duration of a project or until a specified goal shall have been reached, unless agreed otherwise.
12.2. Early termination.
No party shall be able to terminate an agreement early, except:
(a) if the other party structurally fails to meet its obligations under the agreement, despite having been given notice and having been granted a reasonable period to remedy its performance; or
(b) if an application is filed for the bankruptcy or suspension of payments the other party; or
(c) if the relationship between parties has deteriorated to such an extend that continuation can no longer be reasonably required.
13. Miscellaneous
13.1. Amendment or supplement.
These general terms and conditions may be amended or supplemented by Circle. In such case, Circle shall send the client a set of the new general terms and conditions. The most recent terms and conditions shall be available on www.circle-re.nl.
13.2. Consent for transfer.
No party may transfer all or part of its rights and obligations under an agreement or from these general terms and conditions without the prior written consent of the other party. The client hereby grants in advance its unconditional and irrevocable consent for the transfer by Circle of all its rights and obligations under an agreement (including these general terms and conditions) in the context of a transfer of all its business activities to a third party.
13.3. Conversion.
If a clause from the agreement or these general terms and conditions shall not or no longer be applicable, it shall be deemed to have been replaced by a valid and enforceable provision that most closely resembled the original provision.
13.4. Interpretation.
If the text of a provision in the agreement or in these general terms and conditions is not sufficiently clear, the purpose of these general terms and conditions (protection of the legal position of Circle) shall be leading. The contra proferentem rule shall not apply.
13.5. Additions.
If the agreement and these general terms and conditions do not (or not fully) provide for a certain situation, the purpose of these general terms and conditions shall be leading.
13.6. No waiver.
Circle does not strictly enforce a right under the agreement or under these general terms and conditions, this shall not imply a waiver of such right by Circle.
13.7. Multiple languages, binding language.
These general terms and conditions are available in multiple languages. The Dutch version is binding and legal concepts used or referred to in these general terms and conditions have the meaning attributed to them under Dutch law.
13.8. Marketing.
Circle is allowed to publish visual material of projects on her website and in other marketing material, without (additional) permission of the.
14. Disputes
14.1. Governing law.
The laws of the Netherlands are applicable.
14.2. Choise of forum.
Any dispute will be submitted to the competent court in Amsterdam.