Euro Business Centers the Netherlands B.V., Keizersgracht 62, 1015 CS Amsterdam
1. Applicability and definitions
1.1 These General Terms & Conditions are applicable to all offers, quotations, and contracts of the private limited company Euro Business Centers the Netherlands B.V.
– as well as of its subsidiary companies and other affiliated enterprises that refer to these General Terms & Conditions – hereinafter referred to as ‘EBC’
1.2 In these General Terms & Conditions, ‘counterparty’ is taken to mean every person or legal entity that enters into or wishes to enter into a contract with EBC, and all the representatives and/or legal successors of such person or legal entity
1.3 In these General Terms & Conditions ‘contract’ is taken to mean a contract within the meaning of Title 5 of Book 6 of the Dutch Civil Code.
1.4 By entering into contract with EBC, the counterparty explicitly waives its own terms and conditions, under whatsoever denomination, so that only the Terms & Conditions operated by EBC apply to all our contracts.
2. Quotations, forming and changing the contract
2.1 All the offers and quotations made by EBC are free of commitment. A contract with the counterparty is formed only when it has been confirmed in writing by EBC and/or when EBC has actually performed on the offer it has made. Changes to the contract bind EBC only to the extent that such changes have been confirmed or actually carried out by EBC
2.2 All specifications and/or statements by EBC with respect to its deliveries and/or services are made in good faith but are not binding. EBC therefore explicitly reserves the right to make variations and/or changes of whatsoever nature and magnitude. EBC is entitled to change its deliveries and/or services at its discretion, without the counterparty thereby acquiring the right to change or terminate the contract
2.3 Termination of the contract entered into between EBC and the counterparty is possible only in writing, by e-mail or registered letter, subject to the agreed notice period. The burden of proof with respect to the termination or the timeliness thereof rests with the counterparty.The counterparty is not authorized to transfer to third parties any rights and/or obligations pursuant to the contract entered into with EBC without the express written consent of EBC.
3. Rates and prices
3.1 EBC is entitled at all times to alter the agreed rates and/or prices.
3.2 All prices are exclusive of VAT unless expressly stated otherwise. EBC is entitled to charge to the counterparty any alteration to the VAT rate.
3.3 EBC is entitled to charge to the counterparty all the costs it incurs in the context of the contract.
4. Payment and security
4.1 Unless expressly agreed otherwise, EBC’s invoices are to be paid in advance and within seven (7) days of the invoice date
4.2 The counterparty is not entitled to offset and/or suspend its obligations under the contract
4.3 If the counterparty fails to meet its payment obligations or fails to meet them punctually, the counterparty is in default without notice having to be served. EBC is entitled to suspend all its services, including physical access to the leased property, and to deny the counterparty access to the leased property. Without prejudice to its other obligations, the counterparty is liable for payment of interest on the outstanding amounts from the due date of the invoice to the day of full and final payment, such interest being the prevailing statutory commercial interest rate as provided for in Book 6 Article 119a of the Dutch Civil Code
4.4 If payment is not made or is not made punctually, all the judicial litigation and enforcement costs as well as the administration costs and extrajudicial collection costs are for the account of the counterparty. The extrajudicial collection costs are 15% of the invoice amount, with a minimum of €40
4.5 Before or at the time of the signature of the contract the counterparty will pay EBC a security deposit, as security for the correct performance of its obligations under the contract as provided for in the preceding clause. The amount of the security deposit is related to the amount of the counterparty’s payment obligation
4.6 EBC is entitled to suspend its obligations pursuant to the contract entered into with the counterparty until the security deposit provided for in the preceding clause has been issued
4.7 This security deposit serves as security for everything owed by the counterparty to EBC or its assignee(s) pursuant to the contract (including any compensation and interest and costs for which the counterparty is liable), as well as any financial damage that EBC suffers as a result of premature termination of the contract because of the bankruptcy of the counterparty, to the extent that no recourse is possible against the counterparty and/or the estate.
4.8 No interest will be paid on the security deposit.
4.9 At the end of the contract, the security deposit will be returned to the counterparty only if and to the extent that the counterparty has fulfilled all its obligations pursuant to the contract, including but not limited to set-offs against unpaid rent, costs, or damage to the leased property
4.10 If a deduction is made from the security deposit, the counterparty will, at the request of EBC, ensure that the security deposit is topped up to the full amount
4.11 If the payment obligations to EBC under the contract have been revised upwards, the counterparty is obliged, at the request of EBC, to immediately top up the security deposit to a level appropriate to the new payment obligations
4.12 Before extending the contract, the counterparty will, at the request of EBC, ensure that the security deposit is topped up to a level appropriate to the new payment obligations
4.13 If the counterparty fails to comply with the above-mentioned obligations with regard to the security deposit, the counterparty forfeits to EBC an immediately payable penalty of €250 for each calendar day that the counterparty remains in default after the counterparty has been served notice of default by registered letter and has been given a reasonable period of time to clear the default, without prejudice to EBC’s right to performance, dissolution, and compensation
5.1 EBC may, without any obligation to pay compensation as a consequence, dissolve its contract with the counterparty wholly or partially with immediate effect but without judicial intervention, by e-mail or registered letter, in the following cases (among others):
a) The counterparty files for a moratorium on payments or for bankruptcy, or is declared bankrupt, or offers settlement outside bankruptcy, or any part of its assets is seized.
b) The counterparty ceases trading, ceases to pursue its objects as laid down in its Articles of Association, decides to go into liquidation, loses its legal personality in another way, or transfers or merges its company
c) The counterparty fails to fulfil one or more obligations under the contract, fails to fulfil them on time, or fails to fulfil them properly, and has not rectified this failing within seven calendar days after being summoned by EBC in writing to do so|
d) EBC stops providing the service in question.The provisions of the preceding clause do not prejudice the other powers granted to EBC by law in the case of non-performance by the counterparty, such as (but not limited to) claiming performance and/or full compensation.
5.2 EBC is free to clear the leased property after the dissolution of the contract and to rent it out to another party. The cost of putting the inventory into storage will be charged in full to the counterparty. If within four weeks after the clearance the counterparty has not paid all the outstanding invoices, additional costs, and obligations, EBC is entitled to have the inventory removed at the counterparty’s expense or to sell it to another party. Any income from such a sale will be used first to settle the counterparty’s outstanding invoices, additional costs, and obligations.
6. Intellectual property rights and suchlike
6.1 The intellectual property rights and similar rights, including copyrights, brand rights, patent rights, related rights, rights to protection of performance including rights to all the publications published by EBC, and other informative products, are vested in EBC. Nothing in the publications or informative products of EBC may be reproduced and/or disclosed in whatsoever manner without the express prior written consent of EBC.
6.2 The counterparty is expressly forbidden to misuse the good name of EBC, or to use it for its own business purposes other than in the context of the contract, and/or to hinder EBC in any way in its work, at the discretion of EBC.
7. Personal data
7.1 EBC records data of natural persons in the context of the performance of the contract and when such persons are in contact with EBC in the context of service provision. In that case, EBC acts as a processor under the responsibility of the counterparty. This data is used to perform a contract and to inform people about products and services of EBC, its operating companies, and carefully selected third parties, that are relevant to them. The e-mail address of these natural persons is used only to inform them of similar services of EBC and its group companies, unless a person gives permission for it to be used for other purposes
8. Force majeure
8.1 If, in the opinion of EBC, performance by EBC is or will be impossible without flaws as a result of force majeure, including circumstances beyond its control, EBC has the right to terminate the contract wholly or partially, or to suspend the performance of the contract temporarily, without any obligation to pay compensation to the counterparty or to third parties.
8.2 Force majeure includes among other things war, threats of war, riots, wilful damage, strikes, boycotts, malfunctions, disruption to traffic or transport, interruptions to the electricity supply before or after the meter, to telephone networks, to data networks, other networks, or to data traffic, malfunctions resulting from repair or renovation work inside or outside the building, disruptions caused by third parties, by fellow lessees, or by neighbours, government measures, scarcity of materials, natural disasters, fire, nuclear reactions, machine breakdown, and all other circumstances in which full or partial fulfilment of the contract by EBC cannot reasonably and fairly be expected
8.3 If when the force majeure occurs EBC has already satisfied some of its obligations, or can only partially satisfy its obligations, it is entitled to invoice that part that has already been delivered or that is deliverable and the counterparty is obliged to pay such invoices as if they related to a separate contract
9. Liability and indemnification
9.1 The liability of EBC, of the members of staff of EBC, and of the persons for whom EBC is responsible and/or liable for indirect loss or damage, including consequential loss (which in turn includes losses due to delays, and loss of profits), is excluded in all cases except to the extent that such has been caused by wilful acts or gross negligence on the part of the senior management of EBC.
9.2 The liability of EBC, of the members of staff of EBC, and of the persons for whom EBC is responsible and/or liable for direct loss or damage attributable to any of those parties, is limited in all cases to a maximum of the value of the invoices relating to the six months immediately preceding the event giving rise to the loss or damage from which the liability ensues
9.3 The counterparty indemnifies EBC against all liability to third parties, as well as against all liability to third parties in connection with the use of, or the inability of the counterparty to use, the services provided by EBC.
9.4 aims by the counterparty in connection with the performance of the contract by EBC must be made known to EBC in writing as soon as possible, but in any case within 14 days after the time of discovery of a failure to perform, or within 14 days after the time when the failure to perform ought to have been discovered, following which all claims by the counterparty against EBC lapse.
9.5 The counterparty is liable for all material and immaterial damage suffered by EBC as a result of the actions – negligent or otherwise – of the counterparty. EBC is entitled at all times to offset this damage against claims by the counterparty, or to monetize the counterparty’s goods that are in the possession of EBC. The counterparty is obliged to take out liability insurance and to provide evidence to EBC on request.
10. Special conditions regarding leases for office space between the user and the counterparty
10.1 The counterparty is not permitted to affix name plates to the outside of the leased property. If there is sufficient space, they may be affixed at a location to be designated by EBC and in a manner specified by EBC. The costs involved are for the account of the counterparty.
10.2 The counterparty and third parties present in the leased property at the counterparty’s behest are not permitted to place objects outside the leased property, or to affix them to walls or ceilings, or to affix nails/tape and other materials and fastenings to walls or ceilings
10.3 EBC is never liable for loss of or damage to documents or other goods as a result of postal services, courier services, and/or services provided by other third parties
10.4 The counterparty is to take out fire, theft, and glass insurance for its own account and at its own risk. The counterparty is not permitted to install its own coffee-making devices or cooking equipment in the leased property, for reasons of fire safety
10.5 The counterparty is authorized to enter its company in the trade register at the address of the leased property and to use this address as a postal address on headed notepaper and other printed material
10.6 The leased property is made available by EBC to the counterparty 24 hours a day
10.7 The counterparty grants EBC permission to receive on the counterparty’s behalf at the reception desk registered post, courier shipments, packages, and other items/goods delivered in the name of the counterparty at the leased property. EBC has an obligation to make best efforts with respect to ensuring that post, telephone calls, and fax and other messages that come into the leased property for the counterparty are transferred correctly and quickly
10.8 The counterparty is not permitted to allow EBC staff members to carry out work, or to have it carried out, without the prior consent of EBC, other than the services that are described explicitly in the lease, or to take EBC staff members into its employment, on pain of penalty of €12,000 per violation
10.9 The counterparty is not permitted to use its own devices – such as coffeemakers, franking machines, and refrigerators – in the leased property if such devices have already been made available as a service by EBC
10.10 The counterparty is forbidden to allow more people to be accommodated in the leased property than is permitted under workplace legislation. In addition, no animals may be admitted to the leased property
10.11 The counterparty is obliged to maintain the leased property in a representative condition, at the discretion of EBC.
10.12 The rights and obligations of the counterparty under the lease are not transferable to third parties
10.13 EBC may provide the counterparty with extra services, including internet connection, telephone service (> 50 calls per month), administrative and secretarial services, use of a meeting room (> 1 day per month). If the counterparty wishes to make use of the aforementioned services, the parties will make further arrangements. The costs involved in the provision of these extra services will be charged separately by EBC to the counterparty, in the manner stipulated in these General Terms & Conditions
11.1 EBC is entitled, without the counterparty’s specific permission, to transfer the rights and obligations ensuing from the contract to a company affiliated to EBC in a group, or to transfer them to EBC’s company or part thereof, or to transfer them in the context of a title, product, or service of EBC. By entering into a contract with EBC the counterparty agrees in advance to such a transfer. EBC will inform the counterparty of any transfer in a timely manner.
11.2 EBC is entitled to change the present General Terms & Conditions. Changes will also apply to contracts that have already been concluded, from the time stipulated by EBC. EBC will make such changes known in a timely manner by the means of its choice, which in the case of minor changes may consist of publishing changed conditions on EBC’s website and/or referring to the changed conditions in the acknowledgements of EBC publications. Only if the change of conditions has radical consequences for the rights and obligations of the parties does the counterparty have the right to inform EBC that it wishes to continue the contract on the basis of the present, unchanged, conditions instead of the changed conditions.
11.3 or the performance of the contract the counterparty explicitly elects domicile at the address stated in the contract. In the event of a change of name and/or address, the counterparty is to inform EBC of the changes in writing at least fourteen days before the change takes effect
11.4 If any provision of these General Terms & Conditions is declared invalid by the court, the other provisions of these General Terms & Conditions remain in full force and effect
12. Disputes and applicable law
12.1 All disputes relating to the contracts entered into by EBC are to be submitted to the competent court in Amsterdam.
12.2 All contracts entered into with EBC are governed by Dutch law.