General terms and conditions

1. Definitions

In these General Terms and Conditions, the definitions below, always written with an initial capital letter, used in both singular and plural, have the following meaning:

General Terms and Conditions: these General Terms and Conditions;

Quotation: The Quotation drawn up by the Contractor, which indicates what the Assignment to be performed consists of, as well as what compensation the Client owes for this;

Assignment: The service agreed upon by the Parties;

Client: The Party that enters into the Agreement with the Contractor;

Contractor: The entrepreneur, affiliated to FINANCIERINGSGILDE as a franchisee, who provides services to the Client on the basis of an agreement with the Client;

Agreement: The Assignment Agreement, as agreed between the Parties

Party: Contractor or Customer;

Parties: Contractor and Client jointly;

2. Applicability

These General Terms and Conditions apply to all legal relationships between the Contractor and the Client to which the Contractor has declared these General Terms and Conditions applicable.

These General Terms and Conditions also apply to all agreements with the Contractor, for the implementation of which third parties are involved. If one or more of the provisions in these General Terms and Conditions are null and void or should be annulled, the other provisions of these General Terms and Conditions will remain fully applicable. The Contractor and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provision will be taken into account as far as possible.

3. Establishment of agreement

A Quotation does not oblige the Customer to anything.

A Quotation from the Contractor is valid for 30 days, unless stated otherwise.

An Agreement is concluded at the moment that the Quotation signed by the Client has been returned to the Contractor. The Contractor is free to prove that the Agreement was concluded in a different way.

If the acceptance deviates (on minor points) from the offer included in the Quotation, the Contractor is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.

A composite Quotation does not oblige the Contractor to perform part of it against a corresponding part of the quoted price.

Quotations do not automatically apply to future assignments.

In the event that these General Terms and Conditions and the Agreement contain contradictions, the terms and conditions included in the Agreement will apply

4. Amendment of the agreement

If it appears during the performance of the Agreement that it is necessary for proper performance to change or supplement the work to be performed, the Parties will adjust the Agreement accordingly in a timely manner and in mutual consultation.

If the change or addition to the Agreement will have financial and/or qualitative consequences and/or consequences for the time of completion, the Contractor will inform the Client about this in advance.

Contrary to paragraph 2, the Contractor will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to the Contractor. The Contractor may first carry out more work and charge the Client additional costs than stated in the Agreement, if the Client has given prior permission for this, unless this work falls within the Contractor’s duty of care.

5. Execution of the agreement

The Contractor will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art known at that time. However, the Contractor cannot guarantee the achievement of any intended result.

The Contractor determines the manner in which and by whom the Agreement is performed, but takes into account the wishes expressed by the Client as much as possible. If and insofar as the proper execution of the Assignment requires this, the Contractor has the right to have certain activities performed by third parties. Any related (additional) costs are for the account of the Customer.

The Client shall ensure that all data and documents, of which the Contractor indicates that they are necessary for the correct execution of the Agreement or of which the Client should reasonably understand that they are necessary for this, are provided in a timely manner in the desired form and in the desired manner. be provided to the Contractor.

The Client guarantees the correctness, completeness and reliability of the information and documents provided to the Contractor, even if these originate from third parties.The Contractor is not liable for damage, of any nature whatsoever, because the Contractor has assumed van incorrect and/or incomplete information provided by the Client, unless this incorrectness or incompleteness should have been known to the Contractor.

If the information required for the implementation of the Agreement has not been provided to the Contractor or has not been provided on time or properly, the Contractor has the right to suspend the implementation of the Agreement and/or to charge the extra costs resulting from the delay in the implementation of the Agreement. and additional fee to be charged to the Customer at the usual rates.

If it has been agreed that the Agreement will be performed in phases, the Contractor can suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing. Terms within which work must be completed are never strict deadlines, unless expressly agreed in writing.

6. Execution Time

If the Customer owes an advance payment or if he must provide information and/or materials required for the implementation, the term within which the work must be completed will not commence until the advance payment has been received in full or the information and/or materials have been provided.

If a term has been agreed within the term of the Agreement for the completion of certain work, this is never a strict deadline. If the term of execution is exceeded, the Client must therefore give the Contractor written notice of default.

7. Compensation

The prices in the said offers and Quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including disbursements, shipping and administration costs, unless stated otherwise. If no fixed fee is agreed, the fee will be determined on the basis of time actually spent and the hourly rate of the Contractor.

If after the conclusion of the Agreement, but before the Agreement has been fully executed, wages and/or prices undergo a change, the Contractor is entitled to adjust the fee or the hourly rate.

The Client is entitled to dissolve the Agreement if the fee or hourly rate is increased within three months after entering into the Agreement. After the expiry of this period, the Customer is entitled to terminate the Agreement if the increase exceeds 10%. The Client is not entitled to dissolution if the increase in the fee or the hourly rate results from an authority under the law.

8. Payment

The Contractor will send an electronic invoice to the Client for the amount owed by the Client. Customer agrees to electronic billing.

Payment of the invoice sent by the Contractor must be made, without deduction, discount or set-off, within 14 days of the invoice date. Objections to the amount of the invoice, or complaints within the meaning of Article 10, do not suspend the Customer’s payment obligation.

In the event of liquidation, bankruptcy, attachment, suspension of payment or debt rescheduling of the Client, all that the Client owes to the Contractor is also immediately due and payable.

The Contractor is always authorized to request an advance payment or full advance payment of its activities and/or costs.

The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has accrued and finally to reduce the principal sum and the accrued interest.

The Contractor may, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation.

The Contractor may refuse full repayment of the principal sum, if the accrued and accrued interest as well as the costs are not also paid.

In the case of a joint assignment, the Clients are jointly and severally liable for the payment of the amounts due, insofar as the work has been performed for the benefit of the joint Clients.

9. Interest and collection costs

If after the expiry of the first payment term, as stated in Article 8 paragraph 2, the Customer has not or not fully fulfilled the payment obligation, the Customer owes the statutory commercial interest from the first day after the payment term has expired, without further notice of default being required. is required. In such a case, the Customer is also obliged to pay full compensation for all extrajudicial and judicial (collection) costs, including but not limited to the costs of lawyers, bailiffs and collection agencies.

10. Complaints

Complaints about the work performed or about an invoice must be submitted by the Customer within 8 days after discovery, but no later than 30 days after completion of the relevant work or within 30 days after sending.

End date of the invoice, to be reported in writing to the Contractor. The complaint must contain as detailed a description as possible of the shortcoming, so that the Contractor is able to respond adequately.

In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or re-performing the agreed work free of charge or, if the latter is no longer possible or useful, no longer performing it in whole or in part. of the Assignment against restitution in proportion to a fee paid by the Client.

If the performance of the agreed work is no longer possible or useful, the Contractor will only be liable within the limits of Article 14.

11. Termination and Cancellation

Agreements with a pre-agreed duration cannot be terminated prematurely.If the Client cancels the Assignment in whole or in part after its acceptance, the Contractor
is entitled to charge the entire amount quoted to the Client.

Ongoing management can be canceled annually before the end of the calendar year.


The Contractor processes personal data within the meaning of the General Data Protection Regulation of the Client in the context of the Agreement. These personal data will be processed in accordance with the Contractor’s Privacy Statement and the applicable laws and regulations.

If the Contractor processes personal data, this article will apply as a processing agreement between the Contractor and the Client, whereby the Client is regarded as the controller within the meaning of the General Data Protection Regulation (“GDPR”) and the Contractor as the processor.

The Contractor acts in accordance with the provisions of the GDPR and adequately secures the personal data provided to it. The Contractor will take appropriate technical and organizational measures to protect the personal data against loss and any form of unlawful processing. These measures guarantee, taking into account the state of the art and the costs of implementation, an appropriate level of security, given the risks involved in the processing and the nature of the data to be protected.

These measures will include:

  • Physical security and equipment security;
  • Developing an information security policy document;
  • Assigning responsibilities for security;
  • Using access security (procedures to give authorized employees access to the information systems and services);

Require employees in their employment contract and/or a non-disclosure agreement to keep confidential information confidential, including in any case personal data. The personal data will be kept separate from other information.

The Contractor processes the personal data it obtains from the Client exclusively for the purpose of delivering agreed Services or Products. The Contractor will not use the personal data for its own purposes or for the purposes of third parties without the explicit written
permission of the Client.

Insofar as the Contractor engages third parties in the performance of the Agreement, those third parties will be bound by similar obligations as the Contractor.
The Client gives the Contractor permission to share the personal data with potential providers of financing for the purpose of obtaining financing from the Client.

The following data can be processed:

  • Data from the Chamber of Commerce of the organization and related entities and individuals
  • Name, address, place of residence, date of birth
  • Contact details
  • Indicative figures, namely turnover, profit, investment (target and liabilities), balance sheet
  • Financial information, namely annual figures, budgets, loan overview including details per
  • Loan, bank statements, debtor lists
  • Financing notes/ information memorandum
  • Valuation report(s)
  • Rental agreements
  • Proofs of purchase of assets
  • Income tax return
  • Tenders from lenders
  • Proof of identity required for delivery to (intended) lenders

13. Termination

The Contractor is authorized to dissolve the Agreement (or have it dissolved) if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that that unaltered maintenance of the Agreement cannot reasonably be expected.

Each of the Parties may dissolve the agreement in full or in part by registered letter without notice of default and without judicial intervention, with immediate effect, if the other party is granted suspension of payment, provisional or not, the bankruptcy of the party is requested, the company of the other party is liquidated or terminated other than for the purpose of reconstruction, reorganization or merger of companies. The Party that terminates the agreement in this way is never obliged to pay compensation to the other party.

If the Contractor has already performed services with regard to the termination of the agreement as referred to in the previous paragraphs, these services and the resulting payment obligations are not subject to cancellation, unless the Contractor is in default with regard to those services. Amounts that the Client owesthe Contractor as a result of services received, regardless of whether the Client has already been invoiced for them, remain due in full and become immediately due and payable at the time of dissolution.

14. Liability and Indemnity

The Contractor only accepts legal and contractual obligations for compensation insofar as this appears from this article.

The Contractor is only liable to the Client (a) in the event of an attributable shortcoming in the performance of the Agreement, and then exclusively for replacement compensation, i.e. compensation for the value of the non-performance, or (b) in the event of an unlawful act attributable to the Contractor in which damage or physical injury has been caused to persons.

Any liability of the Contractor for any other form of damage is excluded, including additional compensation in any form whatsoever, as well as compensation for indirect damage or consequential damage or damage due to loss of turnover or profit, damage due to delay, damage due to loss of data, damage due to exceeding of periods as a result of changed circumstances and damage due to information or advice provided by the Contractor, the content of which does not explicitly form part of the Assignment.

The Contractor has the right at all times to prevent or reduce the damage suffered or suffered by the Client as far as possible.

The liability for the total damage resulting from or in connection with the agreed work is limited to the amount paid by the Client to the Contractor for the work in connection with which the damage arose.

The liability of the Contractor due to an attributable shortcoming in the fulfillment of an agreement only arises if the Client immediately and properly declares the Contractor in default in writing, stating a reasonable term to remedy the shortcoming, and the Contractor is also attributable to the fulfillment of its obligations after that term. continues to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Contractor is able to respond adequately.

The exclusion and limitation of liability, as referred to in the previous paragraphs, does not apply if and insofar as the damage is the result of intent or willful recklessness on the part of the Contractor or its management.

The Client indemnifies the Contractor against all third-party claims related to the performance of the Agreement.

The liability limitations laid down in this provision are also stipulated for the benefit of third parties engaged by the Contractor, who therefore have a direct appeal to these liability limitations.

If the Client provides the Contractor with information carriers, electronic files or software, etc., the Client indemnifies the Contractor against damage caused by viruses and defects.The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the performance of the Agreement and which can be attributed to the Client.

15. Force majeure

In the event of force majeure, which in any case includes disruptions or failures of the internet, the telecommunication infrastructure, power failures, domestic disturbances, mobilization, war, transport delays, strikes, lockouts, business disruptions, illness of the Contractor or personnel, stagnation in supply, fire, flood, import and export restrictions as a result of which the performance of the Assignment cannot reasonably be required from the Contractor, the performance of the Assignment will be suspended or the Agreement will be terminated if the force majeure situation has lasted longer than ninety (90) days. lasted, all without any obligation to pay compensation to each other.

The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the Contractor should have fulfilled its obligations.Insofar as the Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the Contractor is entitled to invoice the part already fulfilled or to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate agreement.

16. Confidentiality

Both Parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their Agreement. Information is considered confidential if this has been communicated by the other Party or if this follows from the nature of the information. The Contractor will impose its obligations under this provision on third parties engaged by it.

Contrary to the first paragraph of this article, if the Contractor acts for itself in disciplinary, civil or criminal proceedings, the Contractor is entitled to use the data and information provided by or on behalf of the Client, as well as other data and information that it uses in the performance of the the Commission has taken cognizance, to use insofar as it believes they may be important in its defence.

Any obligation of confidentiality expires the moment the information is available from public sources. Furthermore, a Party is entitled to make confidential information available to government authorities if this is required by law or authorized order. In that case, the Party will inform the other Party about this as soon as possible. The obligations under this article also continue to exist after termination of the Agreement for whatever reason, and for as long as the providing Party can reasonably claim the confidential nature of the information.

17. Intellectual Property and Copyrights

All documents provided by the Contractor, such as advice, (model) agreements and other intellectual products, are exclusively intended for use by the Client and may not be reproduced, made public, exploited or made known to third parties by the Client without the prior written permission of the Contractor. unless the nature of the documents provided dictates otherwise.

The copyrights and other intellectual property rights to all materials developed or made available by or on behalf of the Contractor in the context of the Assignment, including but not limited to analyses, documentation, advice, reports, Quotations, as well as preparatory material thereof, are vested in Contractor and/or its licensors. The Customer will only acquire the rights of use and powers that arise from the purport of the Agreement or that are further granted.

The Contractor reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

18. Expiration Period

Insofar as not stipulated otherwise in these General Terms and Conditions, claims and other powers of the Client for whatever reason against the Contractor in connection with the performance of work by the Contractor lapse in any case one year after the time at which the Client became aware or could reasonably have known with the existence of these rights and powers.

19. Governing Law, Disputes and Choice of Forum

Dutch law applies to all agreements between the Contractor and the Client.There is a dispute if at least one of the Parties is of the opinion that this is the case. All disputes will be resolved as much as possible through proper consultation.

If the Parties fail to reach a solution, the disputes will be settled by the competent court.

20. Other Provisions

Where these General Terms and Conditions refer to “in writing”, electronic communication such as e-mail and fax may also be used, provided that the identity of the sender and the authenticity of the communication are sufficiently established. The burden of proof regarding receipt of electronic communication lies at all times with the Customer.

The Client must pass on relevant changes in its data, such as changes in address and billing data, to the Contractor as soon as possible, but in any case at the Contractor’s first request.A Party is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the Contractor or the other Party. However, the Contractor may transfer its rights and obligations under the Agreement to a parent, sister or subsidiary company without further permission from the Client.

Version July 14, 2022