Terms and conditions VS Expat Services
ARTICLE 1. | DEFINITIONS
In these terms and conditions, the following terms, always indicated by a capital letter, are used in the meaning below.
VS Expat Services: the user of these terms and conditions, established on Gareel 11, 5502 SB in Veldhoven, listed in the Trade Register under Chamber of Commerce number 81554982.
Client: any natural or legal person with whom VS Expat Services has concluded or intends to conclude an Agreement.
Private Client: a Client, natural person, not acting from the exercise of a profession or business.
Parties: VS Expat Services and the Client jointly.
Agreement: every agreement between Parties in the context of which VS Expat Services has committed itself vis-a-vis the Client, against payment, to provide Services.
Services/Provision of Services: the services that VS Expat Services commits itself to in the context of the Agreement, including, in the widest sense of the term, the assistance of expats with their integration in the Netherlands.
Written: besides traditional written communication, communications by e-mail or any other manner of communication that with an eye on the state of the art and commonly held opinion can be equated therewith.
ARTICLE 2. | GENERAL PROVISIONS
These terms and conditions are applicable to every offer of VS Expat Services to enter into an Agreement and each Agreement as such.
The applicability of any possible terms and conditions of the Client, whatever they are called, is expressly rejected.
What is established in these terms and conditions can exclusively be derogated from expressly and in Writing. If and to the extent what Parties have expressly established in Writing deviates from what is established in these terms and conditions, what Parties have established expressly and in Writing applies.
The annulment or nullity of one or several of the provisions from these terms and conditions leaves unaffected the validity of the remaining clauses. In such case as may occur, Parties are obliged to enter into mutual consultation in order to make a substitute arrangement with respect to the impaired clause. The purpose and tenor of the original provision are thereby observed as much as possible.
ARTICLE 3. | OFFER AND ADOPTION OF AGREEMENTS
Every offer of VS Expat Services is non-committal, even if a term for acceptance is stated in it. An offer of VS Expat Services can still be revoked by it until immediately, or rather as soon as possible, after the acceptance thereof by the Client.
Apparent errors and mistakes in an offer of VS Expat Services do not bind it.
Every Agreement is adopted, without prejudice to what is established in section 1, at the moment that the Client has accepted the offer of VS Expat Services.
ARTICLE 4. | CONTENT AND SCOPE OF THE AGREEMENT
VS Expat Services exclusively commits itself to those performances that were expressly established in Writing. Barring the option of Parties to make additional or deviating arrangements expressly and in Writing, VS Expat Services is never obliged to carry out performances that go beyond the content or scope of the Agreement.
ARTICLE 5. | SPECIAL PROVISIONS FOR THE SEARCHING OF A PLACE OF RESIDENCE OR STAY
If the Agreement provides for the searching of a place of residence or stay, the Client owes the down payment that was expressly established in Writing for this Provision of Services. The payment thereof must be settled before VS Expat Services can be obliged to implement the Agreement.
Besides the down payment, the Client owes the payment of the balance that was expressly established in Writing if between the Client or the ultimate interested party on the one hand and the provider of a place of residence or stay on the other an agreement is adopted regarding the moving into the place of residence or stay by the Client or the ultimate interested party. If such an agreement is not adopted, the payment of the balance is not due.
If within 12 months after adoption of the Agreement between the Client or the ultimate interested party on the one hand and the provider of the place of residence or stay on the other an agreement is still adopted regarding the moving in by the Client or the ultimate interested party at the same place of residence or stay, the payment of the balance established expressly and in Writing is still owed to VS Expat Services. The Client must accordingly notify VS Expat Services within 14 days after adoption of said agreement, failing which the Client owes, besides the payment of the balance, an instantly payable fine of € 5,000 (in words: five thousand Euros) to VS Expat Services. The Client does not owe the fine, however, if the Client was acting in the context of the Agreement for the benefit of a third party (ultimate interested party) and the Client demonstrably had had no knowledge of the fact that the agreement regarding the place of residence or stay was concluded still.
ARTICLE 6. | CANCELLATION OF THE AGREEMENT
If the Client proceeds with the intermediate cancellation of the Agreement, VS Expat Services is entitled to a part of the established price that is to be reasonably determined. Upon determining it, into account are taken matters such as the Services already provided by VS Expat Services, the benefits that the Client derives therefrom, and the reason why the cancellation occurred. VS Expat Services can claim the full established price if the payment thereof, considering all circumstances of the case, is reasonable. In case of cancellation by the Client of an Agreement that provides for the searching of a place of residence or stay, the Client continues to owe the down payment in any event.
In derogation to what is established in the previous section, it applies that if no fixed price, but an hourly rate was established, the Client exclusively owes compensation for the hours for which work was effectively done.
ARTICLE 7. | OBLIGATIONS OF THE CLIENT IN GENERAL
The Client guarantees that he will provide all information (including any possible documentation, for example a copy of your passport (whereby picture and number are redacted), employment contract and/or salary slip also included) that is reasonably relevant for the setup and implementation of the Agreement as soon as possible as is required for this setup or implementation respectively, completely and in the manner that may have been prescribed for the purpose by VS Expat Services, to VS Expat Services. The Client guarantees the correctness of all information provided by him to VS Expat Services. VS Expat Services is never liable for damage that has arisen because it relied on incorrect or incomplete information provided by the Client.
For the purpose of the progress of the Provision of Services, it is important that the Client responds as soon as possible, though no later than within 24 hours after the receipt thereof, substantively to meal messages from VS Expat Services.
ARTICLE 8. | THIRD PARTIES
VS Expat Services is authorized at all times to leave the implementation of the Agreement entirely or in part to third parties. The applicability of article 7:404 and 7:407 section 2 of the Civil Code (BW) is excluded.
These terms and conditions have also been stipulated for the benefit of the third parties as referred to in the previous section. Such third parties therefore can, to the extent the right to compliance with the clauses by their nature or purport cannot be exclusively reserved to VS Expat Services, appeal vis-a-vis the Client to the provisions included in these terms and conditions and the provisions of these terms and conditions also apply with respect to the third parties referred to, all matters as if they were a party to the Agreement themselves instead of VS Expat Services.
Barring to the extent the law under the specific circumstances of the case opposes this in a mandatory manner, VS Expat Services is not liable for damage as a result of errors or shortcomings of third parties as referred to in section 1, under the proviso that VS Expat Services will exert itself, to the extent this may reasonably be demanded of them, to remand the restoral from these third parties of such errors or shortcomings as may be attributable to them.
VS Expat Services in no event accepts any liability for damage as a result of errors or shortcomings of third parties with which the Client concluded an agreement himself, not even if this occurred upon the advice or through the mediation of VS Expat Services or on the basis of an authorization granted to VS Expat Services.
ARTICLE 9. | COMPLAINTS
The Client is obliged to verbally communicate any complaint regarding the implementation of the Agreement by VS Expat Services without delay after discovery, or rather after having been reasonably able to discover the shortcoming alleged by him, to VS Expat Services and subsequently confirm it within two business days to VS Expat Services in Writing, failing which VS Expat Services is deemed to have fulfilled is obligations in the matter and the Client can no longer appeal to any shortcoming of VS Expat Services in the matter.
If the Client does not complain in time, no obligation whatsoever flows for VS Expat Services from such a complaint of the Client.
ARTICLE 10. | SUSPENSION AND RESCISSION
If the circumstances of the case reasonably justify such, VS Expat Services is authorized to suspend the implementation of the Agreement or to rescind the Agreement with immediate effect completely or in part, if the Client does not, does not timely, or does not fully comply with his obligations from the Agreement, or circumstances that come to the knowledge of VS Expat Services after conclusion of the Agreement provide legitimate grounds to fear that the Client will not fulfil his obligations. If compliance with the obligations of the Client with respect to which he falls short or threatens to fall short is not permanently impossible, the authority to rescind only arises after the Client has been declared in default by VS Expat Services in Writing, in which default notice a reasonable term is stipulated within which the Client can fulfil his obligations (still) and compliance after expiry of said term has still failed to occur.
If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been levied on his assets, or in cases in which the Client is unable otherwise to freely dispose of his assets, VS Expat Services has the right to rescind the Agreement with immediate effect completely or in part, unless the Client has already lodged sufficient security for the fulfilment of his payment obligations.
VS Expat Services furthermore has the right to rescind the Agreement completely or in part if circumstances occur that are of such a nature that compliance with the Agreement is impossible or the unaltered maintaining thereof cannot reasonably be demanded of it.
The Client is never entitled to any form of compensation of damages in connection with the right of suspension and/or rescission exercised by VS Expat Services on grounds of this article.
To the extent the grounds that have led to suspension or rescission of the Agreement can be attributed to the Client, the Client is obligated to compensate the damage that VS Expat Services incurs as a consequence.
If VS Expat Services rescinds the Agreement on grounds of this article, any possible claims on the Client that are still outstanding become instantly payable.
ARTICLE 11. | PAYMENTS
Payments must occur by way of bank transfer, within the term indicated on the invoice. VS Expat Services applies a standard payment term of 14 days after invoice date, but can deviate from it in individual cases, such as in case of a down payment.
Payment must occur without any appeal to suspension or setoffs, barring to the extent the law opposes this in a mandatory manner for the benefit of a Private Client.
In case the Services are provided against an hourly rate, barring proof to the contrary from the Client, the records of VS Expat Services are decisive for the determination of the hours that work was done.
VS Expat Services has the right to provide the invoices prepared for Client exclusively by e-mail.
If timely payment fails to occur, the default of the Client becomes effective legally. As from the day that the default of the Client enters into effect, the Client owes an interest of 2% per month on the outstanding amount, whereby a part of a month is considered as a complete month. In derogation to the previous sentence, instead of the contractual interest referred to there, the statutory interest rate applies if the Client is a Private Client.
All reasonable costs, both judicial, extrajudicial, and enforcement costs, incurred to obtain the sums owed by the Client are borne by the Client.
ARTICLE 12. | LABILITY AND INDEMNITY
VS Expat Services is not liable for damage caused by inaccuracies or omissions in the information provided by the Client, a different shortcoming in complying with the obligations of the Client that flow from the law or the Agreement, or a different circumstance that cannot be attributed to VS Expat Services.
VS Expat Services provides the Services to the best of their understanding and ability. VS Expat Services, however, commits itself exclusively to a best effort undertaking and can never guarantee that the results are achieved that the Client intended to achieve upon entering into the Agreement. VS Expat Services therefore does not accept any liability for not realizing the results desired.
VS Expat Services is never liable for indirect damage, also including losses incurred, lost profit, and damage as a result of stagnation of business operations.
Were VS Expat Services to be liable for any damage, then VS Expat Services always has the right to restore this damage. The Client must give VS Expat Services the opportunity to do so, failing which any liability of VS Expat Services in the matter lapses.
The liability of VS Expat Services is limited to properly providing the Services still. If such restoral is not possible, the liability of VS Expat Services is limited to a maximum of the invoice value of the Agreement, or rather that part of the Agreement that the liability of VS Expat Services is in regard to.
The Client indemnifies VS Expat Services for his possible claims and the claims by third parties for damage the cause of which can be attributed to others than VS Expat Services. If VS Expat Services were to be addressed on such account by third parties, then the Client is obliged to assist VS Expat Services both extrajudicially and judicially and to do everything without delay that may reasonably be expected of him in such case. Were the Client to fail to take adequate measures, then VS Expat Services has the right, without a default notice, to proceed to do so itself. All costs and damages on the part of VS Expat Services and/or third parties that arise as a result are at the integral expense and risk of the Client.
ARTICLE 13. | FINAL PROVISIONS
VS Expat Services has the right to modify these terms and conditions. In such case as may occur, the Client will be notified accordingly, whereby the modified terms and conditions will be provided to him and after which these will apply. In case of a Private Client it applies that modified terms and conditions do not apply to a current Agreement if and to the extent the modifications are to his disadvantage.
To each Agreement and all legal relationships that flow therefrom between Parties, Netherlands Law is exclusively applicable.
Before possibly appealing to the court of law, Parties are obliged to exert themselves optimally to settle the dispute in mutual consultation.
Exclusively the competent court of law within the district of the court of Oost-Brabant is designated in the first instance to hear any possible legal disputes between Parties, without prejudice to the right of VS Expat Services to designate a different court that is competent according to the law. If the Client is a Private Client, the Private Client has the right to choose the court that is competent according to the law within one month after VS Expat Services has announced in Writing it wishes to litigate before the court designated by them.