Bright Focus BV – Terms and conditions
Article 1 Definitions
In the following sentence, unless explicitly stated otherwise.
Contractor:
Bright Focus BV, with its registered office at Broek in Waterland in the Netherlands under Chamber of Commerce file number 70523916. Website: https://www.brightfocusconsult.com
Client:
The counterparty of the Contractor who has an Assignment for the performance of activities.
Assignment:
The contract to undertake the contractor undertakes. In the General Terms and Conditions, each partial or subsequent assignment is considered as a separate Assignment.
Agreement:
The agreement, including the conditions, between the Client and the Contractor on the basis of which the Assignment is executed.
Article 2 General conditions
- These General Terms and Conditions apply to all legal relationships between the Contractor and the Client and their legal successors. Standard conditions of the Client are explicitly excluded.
- The General Terms and Conditions also apply to all assignments with the Contractor, for the execution of which third parties must be involved.
- If one or more of the provisions in these General Terms and Conditions are null and void or void, the other provisions of these General Terms and Conditions will remain fully applicable.
- Devices from these terms and conditions are expressly agreed in writing between the parties. Insofar as such have not taken place, the provisions in these General Terms and Conditions remain fully applicable.
- These General Terms and Conditions have been drawn up in Dutch and English. In case of contradiction between the Dutch and English text, the Dutch text is binding.
Article 3 Offer and conclusion of the agreement
- The Contractor provides services advice for merger and acquisitions, investments and risk management, and negotiations and mediation. These services are described in more detail on the Contractor’s Website.
- The Agreement is concluded in the following way:
- or, if registration takes place electronically via the website or the Contractor, in accordance with the instructions of the Contractor, at the moment as stated by the Contractor on the Website;
- or, if an order confirmation is sent, at the moment at which the Contractor has received the approved approval agreement.
Article 4 Duration of the contract
- In the case of other parties:
- has false and / or incorrect information to the Contractor;
- fails to meet one or more of its obligations under the Agreement and / or the General Terms and Conditions;
- failed to provide correct details or changes (in time);
- the Agreement was entered into under false pretenses;
- is liquidated;
- has filed for bankruptcy or has been declared bankrupt;
- has applied for a suspension of payments or a moratorium of payment is granted.
- In the event of premature termination by the Client, the Contractor will, on request and in consultation with the Client. If the transfer of the work involves additional costs for the Contractor, this will be charged to the Client.
- The Contractor always reserves the right to claim compensation.
Article 5 Information provision
- The Client is obliged to provide the Contractor with his request in time with all information that the Contractor, in his opinion, requires for the correct execution of the Assignment or is required by law to collect it. The information must be provided in the form and requested by the Contractor. If the information is not provided or not provided, the Contractor is entitled to suspend the (further) performance of the Assignment.
- The Client shall be responsible for providing the Contractor with all information on his / her own initiative, or which the Client knows or should reasonably know that it is important for the correct performance of the Assignment.
- The Client guarantees the correctness, completeness and reliability of the Contractor, even if it originates from third parties. The Contractor is not liable for damage, or whatever nature, if the Contractor has been assumed and acted with incorrect and / or incomplete information provided by the Client.
- If the performance of the Assignment is delayed, because the Client does not comply with the obligations. the expense of the Client and the Contractor is authorized to charge (extra) fee for the (additional) activities that are required.
- The information provided by the Client is no longer required for the Assignment, and no longer has to be legally required. .
Execution of the Assignment and involvement of third parties
- The Contractor performs the activities within the context of the Contractor. The Contractor has been executed with the exclusion of the provisions of Section 404 and 407 of Book 7 of the Dutch Civil Code. However, the Contractor is not responsible for achieving a specific result.
- The Assignment will be carried out by the Contractor with due observance of the rules of conduct and professional rules applicable to the practitioners involved in the execution of the Assignment. The Contractor is never obliged to act or is any conflict or incompatibility with the above-mentioned rules.
- Insofar as a proper execution of the Assignment requires this, the Contractor has the right to do (parts of) the work carried out by third parties. The Contractor will do this in consultation with the Client. The Contractor undertakes maximum effort to ensure that the agreed obligations and quality are achieved.
- The Contractor accepts no liability for the work performed by the Client.
Article 7 Changes to the Assignment
- The terms specified by the Contractor for the performance of the Assignment are always target dates and never ultimate deadlines, unless the parties expressly agree otherwise or because of the nature, content or scope of the Assignment that these terms have a definitive character.
- The Client accepts that the schedule of the Assignment can be influenced if the parties decide on the approach, working method or scope of the Assignment and the ensuing activities. If, due to Client’s actions, interim changes occur in the order execution, the Contractor will make the necessary adjustments in consultation with the Client. If this leads to additional work, this will be the Client’s Additional Assignment.
Article 8 Fee
- The fee for the Contractor includes the compensation as agreed between the Contractor and the Client at the conclusion of the agreement. The remuneration may be consistent or an agreed hourly rate, daily rate or performance fee.
Article 9 Payment conditions
- Payments by the Client must be paid within 14 days after the date of payment in the Contractor, unless otherwise agreed in writing or otherwise stated on the invoice.
- If the Client does not pay the fees for the agreed term, the Client will, without any notice of default being required, pay statutory interest on the outstanding amount.
- If the payment is not received, the Contractor can not accept the costs of this.
- If the Contractor, the claim can be handed over, in which case the Client will pay for the extrajudicial collection costs in addition to the total amount owed.
Article 10 Complaints
- Complaints about the work must be reported to the Contractor in writing within one month of the invoice date.
- The Client is not authorized to suspend his payment obligations as referred to in paragraph 1.
- If and insofar as the Client is rightly complaining in the opinion of the Contractor, the Contractor is authorized. already paid without further execution of the Assignment.
- If the Client does not complain about the situation in paragraph 1, all rights and claims for whatever reason.
Article 11 Liability
- For every Assignment accepted by the Contractor, there is a best effort obligation. Contractor can never be held responsible for results that have not been achieved.
- Any liability of the Contractor is limited to the fee received by the Contractor in the context of the service.
- Under no circumstances can be compensated for damage caused by loss of income or the Client (in any way whatsoever) or for indirect damage and consequential damage.
- Contractor is furthermore not liable for damage, which is caused by acts or omissions by third parties.
- The Contractor is also not liable for damage, which can only be prevented by an act or omission that is incompatible with the rules of conduct and professional rules. was caused by intent or gross negligence on the part of the Contractor.
- The Contractor is at all times as an opportunity to limit the potential of the Client to render full cooperation.
- The Client indemnifies the Contractor against claims from third parties in respect of damage, which is related to or ensured from the Contractor, if and insofar as the Contractor is not liable towards the Client.
Article 12 Force majeure
- The Contractor is not obliged to fulfill any obligation if this is not acceptable as a majeure.
Article 13 Confidentiality
- The parties are obliged to maintain confidentiality or all confidential information that they have received from each other within the framework of their Assignment. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. The Contractor is obliged to impose the confidentiality obligation from the articles of the other parties involved in the execution of the Assignment.
- The Contractor is not authorized, without the prior written consent of the Client. .
Article 14 Intellectual property and copyrights
- The rights with regard to all (intellectual) products, which are used by the Contractor within the framework of the Assignment – including analysis, models, overviews, software, techniques, etc. – or which are the work performed by the Contractor pursuant to the Assignment – including advice, reports, reports, plans, etc. – are held exclusively by the Contractor, insofar as these rights do not belong to third parties.
- The Client is not authorized to publish or multiply the products referred to in paragraph 1 or any of these products. . This prohibition also includes the explicit or tacit consent of the aforementioned actions.
- The Contractor reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the notice of third parties.
- The Client indemnifies the Contractor against the Contractor in the execution of the Assignment.
Article 15 Hiring affiliated professionals
- During the Assignment of the Assignment, the Client is not permitted to offer professionals who have been involved on the basis of an employment contract. ). On violation of this rule is a fine of € 100,000 read: hundred thousand euros.
Article 16 Disputes
- In the event of disputes in the district in which the Contractor is legally established, unless provisions of imperative law dictate otherwise.
Article 17 Applicable law
- Dutch law applies to every Assignment between the Contractor and the Client; even if the Client is resident or established abroad.
Amsterdam, The Netherlands, 2018