Terms and Conditions

DUTCH BUSINESS INCORPORATION

(Your trusted business partner in the Netherlands)

 

Annex 2

GENERAL TERMS AND CONDITIONS

 

Definitions and Interpretation

  • Engagement Letter – the engagement letter from Dutch Business Incorporation “DBI” incorporating these General Terms and Conditions
  • Agreement – the Company wishes to engage DBI to provide the Services (please see below definition)
  • The Company – the company to which DBI renders services.
  • Principal – the addressee of the Engagement Letter
  • DBI– Dutch Business Incorporation
  • Party – a party to the Engagement Letter
  • Services – the services listed in Annex 1 to the Engagement Letter and the Services which are requested by the Company and/or the Principle as and when required.

 

DBI

  • DBI was established under the laws of the Netherlands, under the name of Dutch Business Incorporation and registered with Amsterdam Chamber of Commerce under number 70482276, has its registered office at Weesperplein 4B, 1018 XA, Amsterdam, The Netherlands, DBI is the legal party to the Engagement Letter;
  • DBI will provide the Services to the Company as an independent contractor and not as your employee, agent, or joint venture;
  • DBI may subcontract to third parties associated with DBI, who may deal with you directly if preferred;
  • DBI will not assume any management responsibilities in connection with the Services. The Company is responsible for all management decision relating to the Service;
  • DBI does not give tax and legal advice.

 

The responsibilities of the Principle and the Company

  • The Company and the Principle shall assign a qualified person to oversee the Services;
  • DBI will rely on the Company and/or the Principle information made available to DBI and unless DBI expressly agrees otherwise, DBI will have no responsibility to evaluate or verify it.

 

Services

  • DBI will be limited to the Services requested from the Company and/or the Principle.
  • DBI will not perform any act of management. Management responsibilities shall be with the Company, including providing all information, making decisions, regarding information to be included in documents and determining any documents accurately reflect their purpose. The Company and/or the Principle recognizes these responsibilities and acknowledges that DBI is not making decisions on behalf of management of the Company in any way or are acting in a role that could be construed to be an act of management;
  • pursuant to the Company and/or the Principles’ instructions, DBI will provide the Services listed in Annex 1;

 

Limitations

DBI shall provide or otherwise make available the Services to the best of its knowledge and abilities. DBI shall in no event be liable towards the Company or the Principle:

  • For any damages resulting from any act or omission which was DBI’s potential or predictable response to any request received from or on behalf of the Company or the Principle;
  • The Principle and the Company may not recover from DBI, in contract or tort under statue or otherwise, any damage with respect to the loss of profit, data, goodwill or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of the Engagement Letter or otherwise relating to the Services whether or not the likelihood of such loss of damage was contemplated.

 

DBI shall not be obliged to do anything which is its reasonable opinion believes that it could be a:

  • potentially break the laws of any jurisdiction;
  • potentially conflict with the constitutional documents of the Company;
  • potentially gives rise to any claims for damage against DBI.

 

Fees and expenses

  • All fees are quoted exclusive of VAT of 21% and disbursements;
  • All invoices raised to the Company or the Principle shall be payable within 7 business days of the invoice;
  • All fees paid are non-refundable if the Company or the Principle decides in any circumstances not to continue or delay the proceed of the Services over a period longer than one month.
  • If the agreement is terminated before the agreed Services has been concluded, the Company shall pay the fee for the work that has already been done. Such fee shall consist of the unpaid hours of work done by DBI.
  • Any additional work which are not yet known or are not anticipated during the pre-engagement or the contractual period, DBI reserve its right to adjust the fees.
  • Any and all reasonable expenses incurred by DBI from time to time in relation to its providing or otherwise making available the Services shall be for the account of the Company and/or the Principle;
  • The Principle can request DBI to allocate the fees and costs for the Services to the Company any time after valid incorporation and registration of the Company in which event the Company will be bound by the applicable provisions of the General Terms of Conditions.

 

Indemnify

  • The Principal guarantees DBI that the Company and the Principle shall at all time fulfil their obligations under the Engagement Letter and that the Company and/or Principle with fully indemnify DBI in the event that the Company fails to fulfil such obligations. The Company and the Principle guarantees that the Company shall at all time pay its debts as and when become due;
  • To the fullest extent permitted by applicable law, the Principal and the Company shall indemnify DBI against all claims by third parties and resulting liabilities, losses, damages, costs and expenses arising out of the Services provided in the Engagement Letter (including also the services requested to us and not listed in the Annex 1).

 Termination

  • The Engagement Letter applies to all Services at any time (including before the commencement date of the Engagement Letter);
  • The Engagement shall terminate upon written notice of one month to the other.
  • The Principle and/or the Company shall pay DBI for all the Services performed and expense incurred by DBI up to and including the date of effective date of the termination of the agreement. Payment is due within 7 days after the invoice date.

 

Force majeure

Neither the Company or the Principle or we shall be liable for breach of this agreement (other than payment obligations) caused by circumstances beyond reasonable control.

 

Applicable Law

Any legal actions or proceeding arising out or in connection with the Agreement should be brought in the Courts of the Netherlands and irrevocably submit to the exclusive jurisdiction of such courts in connection with such legal actions.