General Terms & Conditions

GENERAL TERMS AND CONDITIONS : Team Diagnostic for Investors BV (TDFI BV)

Definitions

  1. TDFI BV: Team Diagnostic for Investors BV, established in Amsterdam, Chamber of Commerce no. 80768563.
  2. Customer: the person with whom TDFI BV has entered into an agreement.
  3. Parties: TDFI BV and customer together.
  4. Consumer: a customer who is an individual acting for private purposes.

Applicability

  1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of TDFI BV.
  2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
  3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

  1. Offers and quotations from TDFI BV are without engagement, unless expressly stated otherwise.
  2. An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation.
  3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Acceptance

  1. Upon acceptance of a quotation or offer without engagement, TDFI BV reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
  2. Verbal acceptance of the customer only commits TDFI BV after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices used by TDFI BV are in euros, unless expressly stated otherwise to the customer.
  2. All prices are exclusive of VAT / BTW or local taxes, and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
  3. The price with regard to services is a fixed fee price agreed with the customer.
  4. The price is fixed and valid for the period in which TDFI BV carries out the work for the customer, unless a different price or pricing plan has been agreed in writing.

Payments and payment term – Services

  1. The customer must pay invoices of TDFI BV within 30 days, unless parties have made other agreements about this or if the invoice has a different payment term.
  2. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without TDFI BV having to send the customer a reminder or to put him in default.
  3. TDFI BV reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

  1. If the customer does not pay within the agreed term, TDFI BV is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
  2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to TDFI BV.
  3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
  4. If the customer does not pay on time, TDFI BV may suspend its obligations until the customer has met their payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of TDFI BV on the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the performance of the agreement by TDFI BV, he is still obliged to pay the agreed price to TDFI BV.

Suspension of obligations by the customer

  1. The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Settlement 

  1. The customer waives their right to settle any debt to TDFI BV with any claim on TDFI BV.

Guarantee

  1. When parties have entered into an agreement with services included, these services only contain best-effort obligations for TDFI BV, not obligations of results.

Performance of the agreement

  1. TDFI BV executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. TDFI BV has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
  4. It is the responsibility of the customer that TDFI BV can start the implementation of the agreement on time.
  5. If the customer has not ensured that TDFI BV can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

  1. The customer shall make available to TDFI BV all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
  3. If and insofar as the customer requests this, TDFI BV will return the relevant documents.
  4. If the customer does not timely and properly provides the information, data or documents reasonably required by TDFI BV and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer. 

Duration of the agreement

  1. The agreement between TDFI BV and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
  2. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give TDFI BV a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Cancellation of the contract for an indefinite period of time

  1. The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 1 month.
  2. A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Intellectual Property Rights

  1. All rights of intellectual ownership that belong to TDFI BV or to third parties that are called in by TDFI BV remain with TDFI BV or with these third parties, also when their basis lies within the framework of the assignment of the customer.
  2. The customer has the right to use and adapt the work produced by TDFI BV in their own business, for the purpose for which it was designed.

 Indemnity

  1. The customer indemnifies TDFI BV against all third-party claims that are related to the products and/or services supplied by TDFI BV and its associates.
  2. The customer acknowledges that TDFI BV does not make any investment recommendations and responsibility for all decisions rests with the customer.

Complaints

  1. The customer must examine a product or service provided by TDFI BV as soon as possible for possible shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform TDFI BV of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
  3. Consumers must inform TDFI BV of this within two months after detection of the shortcomings.
  4. The customer gives a detailed description as possible of the shortcomings, so that TDFI BV is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to TDFI BV being forced to perform other work than has been agreed.

Giving notice

  1. The customer must provide any notice of default to TDFI BV in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches TDFI BV (in time).

Joint and several Client liabilities

  1. If TDFI BV enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to TDFI BV under that agreement.

Liability of TDFI BV

  1. TDFI BV is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
  2. If TDFI BV is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
  3. TDFI BV is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
  4. If TDFI BV is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
  5. All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

  1. Every right of the customer to compensation from TDFI BV shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution or Cancellation

  1. The customer has the right to dissolve the agreement if TDFI BV imputably fails in the fulfilment of its obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
  2. If the fulfilment of the obligations by TDFI BV is not permanent or temporarily impossible, dissolution can only take place after TDFI BV is in default.
  3. TDFI BV has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil their obligations under the agreement, or if circumstances give TDFI BV good grounds to fear that the customer will not be able to fulfil their obligations properly.

Force majeure

  1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of TDFI BV in the fulfilment of any obligation to the customer cannot be attributed to TDFI BV in any situation independent of the will of TDFI BV, when the fulfilment of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from TDFI BV .
  2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
  3. If a situation of force majeure arises as a result of which TDFI BV cannot fulfil one or more obligations towards the customer, these obligations will be suspended until TDFI BV can comply with it.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. TDFI BV does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

  1. If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions

  1. TDFI BV is entitled to amend or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time.
  3. Major changes in content will be discussed by TDFI BV with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

  1. The customer can not transfer its rights deferring from an agreement with TDFI BV to third parties without the prior written consent of TDFI BV.
  2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

  1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what TDFI BV had in mind when drafting the conditions on that issue.

Applicable law and competent court

  1. Dutch law is exclusively applicable to all agreements between the parties.
  2. The Dutch court in the district where TDFI BV is established, Amsterdam, is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 20 November 2020.