Article 1 – General
1.1 In these general terms and conditions, the Client is taken to mean the party that, alone or jointly with a third party, gives an Assignment to Viisi.
1.2 Viisi is taken to mean the enterprise, the party accepting the Assignment of the Client, that is operated by Viisi N.V., Viisi Real estate B.V. or an affiliate.
1.3 The Assignment or Agreement is taken to mean the (oral) agreement for services under which the Client instructs Viisi, as the party accepting the Assignment, to carry out work.
1.4 All provisions of these general terms and conditions have also been made for the benefit of the shareholders, directors and/or partners of Viisi, as well as all the persons who are working for Viisi.
Article 2 – Applicability
2.1 These general terms and conditions apply to all legal relationships between Viisi and the Client, subject to derogations which must have been expressly confirmed in writing by Viisi.
2.2 The codes of conduct and professional rules of Viisi are part of the Agreement between Viisi and the Client. The Client declares that it will always fully respect the obligations arising therefrom for Viisi.
2.3 If any provision of these general terms and conditions or of the Agreement concluded between Viisi and the Client is void or annulled, all other provisions of the Agreement will remain in full force and effect, and the relevant provision will, in joint consultation between the parties, immediately be replaced with a provision that close matches the purport of the original provision as closely as possible.
2.4 Any general terms and conditions of the Client do not apply.
Article 3 – Formation of the Agreement
3.1 The Agreement is formed at the time Viisi receives the Agreement or order confirmation signed by Viisi and the Client, or at the time Viisi has started carrying out the work for the Client at the (oral) request of the Client. Viisi is entitled to refuse Assignments provided to it without stating reasons.
3.2 If after signing the Agreement or order confirmation the Client cancels the Assignment, the Client will owe Viisi the remuneration agreed in the order confirmation for direct and indirect (consultancy) costs including VAT.
3.3 Assignments provided to Viisi will only result in best-effort obligations on the part of Viisi and never to obligations of result, unless otherwise follows from what was agreed in writing between the parties.
Article 4 – Information provision by the Client
4.1 The Client is obliged to provide Viisi in a timely fashion, in the desired form and in the desired manner, with the data and documents which Viisi in its opinion requires for the proper performance of the Assignment provided.
4.2 Viisi can only fulfil its duty of care in respect of the Client if the Client strictly complies with the provisions of Article 4.1.
4.3 The Client informs Viisi of everything that is relevant to the performance of the Assignment.
4.4 The Client guarantees the accuracy, completeness and reliability of the data and documents made available to Viisi, even if they originate from third parties, unless otherwise follows from the nature of the Assignment.
4.5 Any additional costs and additional fees arising from a delay in the performance of the Assignment as a result of the failure to provide or the late or improper provision of the required data and documents are for the Client’s account.
4.6 If Viisi has not, not in a timely fashion or not in accordance with the agreements made, been provided with the data necessary for the performance of the Assignment, or if the Client has failed to meet its (information) obligations in any other way, Viisi will be entitled to suspend performance of the Assignment.
Article 5 – Engaging third parties
5.1 Viisi is authorised to engage third parties in the performance of the work if and insofar as Viisi deems this necessary given the nature of the Assignment provided. Where possible, Viisi will inform the Client about this in advance.
5.2 All costs related to engaging third parties will be charged by Viisi to the Client.
Article 6 – Confidentiality
6.1 Viisi will treat the data and information provided by the Client in accordance with the provisions of the General Data Protection Regulation (Dutch AVG).
6.2 When acting for itself in (legal) proceedings, Viisi is entitled to use the data and other information provided by the Client, as well as other data and information it has become aware of in the performance of the Assignment, insofar as this could, in its reasonable opinion, be important.
6.3 Except with the express prior permission in writing from Viisi, the Client is not permitted to disclose the contents of advice, opinions or other communications, in writing or otherwise, from Viisi, or otherwise provide them to third parties, except insofar as this results directly from the Agreement or is done for the purpose of obtaining an expert opinion on the relevant activities of Viisi.
Article 7 – Fee and payment
7.1 Viisi’s fee does not depend on the outcome of the Assignment granted.
7.2 Where applicable, Viisi informs the Client about the composition and the amount of its fee before the Agreement is entered into.
7.3 Viisi is entitled to amend agreed fees in the interim if wages, prices or services required for the performance of the Assignment are subject to an increase after accepting the Assignment. Changes in taxes and/or levies imposed by the government can always be passed on by Viisi to the Client.
7.4 Invoices issued by Viisi shall always be paid by the Client within fourteen days after the invoice date, in the way prescribed by Viisi, unless otherwise agreed in writing or otherwise stated on the invoice.
7.5 Any set-off by the Client of amounts invoiced by Viisi for its services against a counterclaim made by the Client, or a suspension of payment by the Client relating to a counterclaim made by it, is only permitted if the counterclaim has expressly and without reservation been acknowledged by Viisi or has irrevocably been established at law.
7.6 If the Client fails to pay the amounts invoiced by Viisi within the agreed period, the Client will owe the statutory interest over the outstanding amount, without a prior notice of default being required. If even after being declared in default of payment the Client still fails to pay the outstanding amount to Viisi, Viisi may outsource the collection of the amount payable, in which case the Client will also be obliged to pay the extrajudicial collection costs. The amount of the extrajudicial collection costs is set at 15% of the amount for which payment is demanded.
7.7 Payments made by the Client first serve to pay all interest and costs owed and then the longest outstanding invoices that are due and payable, even if the Client states another payment reference.
7.8 If in Viisi’s opinion the Client’s financial position or payment history gives grounds for doing so, Viisi will be entitled to demand from the Client that it will immediately provide (additional) security in a form to be determined by Viisi. If the Client fails to provide the requested security, Viisi will be entitled, without prejudice to its other rights, to suspend the further performance of the Assignment immediately, and everything the Client owes to Viisi, for whatever reason, will become immediately due and payable.
7.9 In the event of an assignment jointly given, the Clients will be jointly and severally liable for payment of the invoice amount for all the work that was carried out for the benefit of the joint Clients.
Article 8 – Complaints
8.1 Complaints with regard to the work carried out and/or the invoice amount have be made to Viisi in writing within thirty days after the day of sending the documents or information to which the Client’s complaints relate.
8.2 Complaints as referred to in Article 8.1 do not suspend the Client’s payment obligation. Under no circumstances will the Client be entitled, based on a complaint relating to a specific service, to postpone or refuse payment of other services delivered by Viisi to which the complaint does not relate.
8.3 If a complaint is made with good reason, Viisi will have the choice between adjusting the fee charged, remedying or carrying out the rejected work again without charges, or not or no longer performing the Assignment, in whole or in part, in exchange for a pro rata restitution of the fee already paid by the Client.
Article 9 – Delivery period
9.1 If the Client owes an advance payment or has to provide any information, materials and/or services for the performance and a period has been agreed for this, the period within which the work shall be completed will not start before such payment has been received or such information, materials and/or services have been provided in full.
9.2 Periods within which the work shall be completed can never be considered to be deadlines, unless explicitly agreed otherwise.
9.3 Unless performance is beyond any doubt permanently impossible, the Agreement cannot be terminated by the Client because of exceeding the delivery period, unless Viisi fails to perform the Assignment in whole or in part within a reasonable period that it has been notified of in writing after the delivery period agreed. In this case, termination will be permitted in accordance with the provisions of Book 6, article 265 of the Dutch Civil Code.
Article 10 – Liability
10.1 Viisi will perform its activities to the best of its knowledge and abilities, while observing the care that may be expected of Viisi. Viisi will never be liable for damage suffered by the Client or third parties as a result of incorrect, incomplete or late provision of information by the Client to Viisi or to third parties engaged by Viisi as referred to in Article 5.
10.2 All liability of Viisi and the third parties engaged by Viisi in the performance of the Assignment shall be limited to the amount that is paid under Viisi’s professional liability insurance in the relevant case.
10.3 If in a specific case Viisi’s professional liability insurance as referred to in Article 10.2 does not provide any cover, the liability of Viisi Finance as well as of the third parties engaged in the performance of the Assignment will be limited to no more than the total fee already received by Viisi for the Assignment that underlies the damage arisen, with a limitation of the above liability to no more than the fee received by Viisi for the relevant Assignment over the past six months, with Viisi applying a maximum amount of five thousand euro (€ 5,000.00).
10.4 The Assignment provided will only be performed for the benefit of the Client. Third parties can derive no rights from the work carried out for the benefit of the Client.
10.5 Viisi will never be liable for any damage whatsoever arising from errors in the software or other computer programmes used by Viisi, unless Viisi is able to recover such damage from the supplier of the relevant software or computer programmes.
10.6 Viisi will never be liable for any damage whatsoever arising from the circumstance that (email) messages sent by the Client to Viisi did not reach Viisi.
10.7 Viisi will never be liable for any damage whatsoever arising from the circumstance that the Client has failed to make payments to third parties engaged by Viisi, or to make these payments in a timely manner.
10.8 A claim for compensation of damage has to be submitted to Viisi within no more than 30 days after the Client discovered or could reasonably have discovered the damage, failing which the right to compensation for damage lapses.
Article 11 – Expiry period
11.1 Unless otherwise provided for in these general terms and conditions, any rights of action of the Client, on whatever ground, against Viisi in connection with work carried out by Viisi in any case expire after three months after the time at which the Client became aware of or could reasonably have been aware of the existence of such rights.
Article 12 – Force majeure
12.1 Viisi is not obliged to fulfil any obligation if this is reasonably impossible for Viisi due to changes arisen through no fault of Viisi in the circumstances existing at the time of entering into the Assignment. Force majeure also includes, but is not limited to, strikes, riots, fire, (prolonged) failure of computer software, and failures and/or shortcomings on the part of third parties engaged by Viisi.
Article 13 – Final provisions
13.1 Dutch law exclusively applies to all agreements between the Client and Viisi.
13.2 If the contents of any agreements made in writing between Viisi and the Client deviate from the provisions of these general terms and conditions, the agreements made in writing will prevail.
13.3 Derogations from and/or additions to these general terms and conditions will only bind Viisi to the extent expressly agreed in writing between Viisi and the Client.
13.4 If any provision of these general terms and conditions proves to be void, only the relevant provision will be declared inapplicable, all other provisions will remain in full force and effect.
13.5 Viisi may amend and/or supplement the contents of these general terms and conditions at any time and declare the new version binding on the Client. Viisi will observe a period of entry into force of at least two months in respect of the Client. The Client will be bound by the new version as from the end of the period of entry into force. The Client is entitled to object to the applicability of the new version within the period of entry into force. If this is the case, the parties will enter into consultations about the contents of the applicable general terms and conditions.