General Terms and Conditions

GENERAL TERMS AND CONDITIONS VIRTUAL Balie (version January 2023)

1. Definitions

1. Virtual Balie: a trade name of Financial Marketing Concepts BV, established in Capelle aan den IJssel, registered with the Chamber of Commerce under number 24411421.
2. Customer: the person with whom Virtual Balie has entered into an agreement.
3. Party/Parties: Virtual Balie and Customer individually or together.

2. Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, agreements, deliveries of services and activities by or on behalf of Virtual Balie.
2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
3. Virtual Balie has the right to change these terms and conditions. Virtual Balie will inform the Customer in good time, before the effective date thereof, about changed terms and conditions. In the event of a material change, the Customer has the right to terminate the agreement (prematurely) as of the effective date of the amended terms and conditions, without observing a notice period.
4. If a provision of these terms and conditions appears to be void or voidable, this will not affect the other provisions in these terms and conditions and the Parties will enter into consultation to replace the void/voidable provision with a valid provision.
5. The applicability of purchase or general terms and conditions of the Customer is expressly excluded.

3. Offers and Quotations

1. Offers and quotations from Virtual Balie are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 1 (one) month, unless a different acceptance period is stated in the offer or quotation.
3. If the Customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
4. Offers and quotations do not apply to subsequent quotations or agreements, unless the Parties have explicitly agreed on this in writing.

4. Acceptance, conclusion of the agreement

1. An agreement between the Parties is concluded by acceptance by the Customer of a personalized offer from Virtual Balie. An oral acceptance by the Customer is binding on Virtual Balie when this acceptance has been confirmed by the Customer in writing or electronically and also when Virtual Balie implements the quotation.
2. Upon acceptance of a non-binding quotation or offer, Virtual Balie reserves the right to withdraw the quotation or offer within 3 (three) days after receipt of the acceptance, without the Customer being able to derive any rights from this.

5. Duration of the agreement, termination

1. The agreement between Virtual Balie and the customer is entered into for a period of 1 (one) year. After this period, the agreement will be converted into an agreement for an indefinite period, unless one of the Parties terminates the agreement with due observance of a notice period of at least 1 (one) month by the end of the annual term.
2. The Customer can terminate an agreement for an indefinite period at the end of a calendar month, subject to a notice period of 2 (two) months.
3. Each Party has the right to dissolve the agreement if the other Party does not fully or timely fulfill its obligations under the agreement, not even after a proper notice of default with a reasonable term for compliance.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of one of the Parties, the other Party has the right to terminate the agreement immediately. Virtual Balie's claims against the Customer are then immediately due and payable.

6. Prices

1. All prices charged by Virtual Balie are in euros, exclusive of VAT and exclusive of any other costs such as administration costs and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. Amounts to be paid by the Customer are determined on the basis of the hourly rate applied by Virtual Balie and on the basis of the hours actually spent or costs per call, e-mail handling or processing postal returns, unless the Parties agree otherwise.
3. When the Parties have agreed on a total amount for a service, this is always a target price, unless the Parties have explicitly agreed on a fixed price in writing, which cannot be deviated from.
4. Virtual Counter may deviate up to 10% from the target price without the Customer's consent. If the target price is going to be more than 10% higher, Virtual Balie will inform the Customer about this in good time, stating the reason why a higher price is justified. In that case, the Customer has the right to cancel the part of the agreement that exceeds the target price increased by 10%.
5. Virtual Balie has the right to adjust its prices. New prices apply to both existing and new agreements. For existing agreements, Virtual Balie will inform the Customer in a timely manner about price increases. In the event of price increases of more than the annual indexation in accordance with the CBS Price Index for business services, the Customer has the right to terminate the agreement with Virtual Balie on the date on which the new prices take effect. If the Customer has not canceled as of the date of the new prices, the Customer is deemed to have agreed to this.

7. Payments and Payment Term

1. The payment term for invoices from Virtual Balie is 14 days after the invoice date, unless the Parties have made other agreements about this or a different payment term is stated on the invoice.
2. Payments are made without any deduction or set-off.
3. Payment terms are regarded as strict payment terms. This means that if the Customer has not paid the agreed amount by the last day of the payment term at the latest, it will be in default by operation of law.
4. Virtual Balie has the right to request an advance payment, immediate payment or security.

8. Consequences of not paying on time

1. In the event of late payment, Virtual Balie has the right to suspend its obligations until the Customer has fulfilled its payment obligations.
2. Virtual Balie has the right to charge an interest of 1% per month from the day that the Customer is in default until the day of full payment, whereby part of a month is counted as a whole month.
3. Virtual Balie also has the right to charge extrajudicial collection costs, which are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the Customer refuses to cooperate in the implementation of the agreement by Virtual Balie, he is still obliged to pay the agreed price to Virtual Balie.

9. Execution of the agreement

1. Virtual Balie executes the agreement on the basis of an obligation of effort (and no obligation of result), to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Virtual Balie has the right to have the agreed services (partially) performed by third parties.
3. It is the responsibility of the Customer that Virtual Balie can start the implementation of the agreement in a timely manner. To this end, the Customer shall make all information, data and documents relevant to the correct performance of the agreement available to Virtual Balie in a timely manner and in the desired form and manner. The Customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties. In the event of late availability, the implementation of the agreement may be delayed. Any resulting additional costs and additional hours will be borne by the Customer.
4. Virtual Balie makes its services available on a weekly basis from Monday to Friday from 8:00 am to 6:00 pm and on Saturdays from 10:00 am to 4:00 pm. Virtual Balie is not available on public holidays, unless Parties agree otherwise.
5. In consultation and with sufficient occupancy, customers of the Customer will be assisted in English and French in addition to Dutch.
6. The Customer receives an internal telephone number from Virtual Balie, which number is only made available to forward its own telephone number(s) to the Virtual Balie service. At the end of the agreement, this telephone number will be removed, unless the Customer takes it over from Virtual Balie. Publishing this internal Virtual Counter telephone number, on websites, business cards, advertisements and the like, is at the Client's own risk. Virtual Balie is not liable for any costs and/or damage if the telephone number expires at the end of the agreement between the Parties.
7. If after the conclusion of the agreement it appears that changes and/or additions are necessary, these changes or additions will be agreed in writing.
8. The Customer is not permitted to transfer an agreement or rights therefrom to another party without the prior written permission of Virtual Balie.

10. Intellectual Property

1. All intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) with regard to the services provided by Virtual Balie and related documents are the exclusive property of Virtual Balie, unless the Parties have agreed otherwise in writing.
2. The Customer may not copy or have copied, make available to third parties or use the said intellectual property rights in any way other than that resulting from the agreement without the prior written permission of Virtual Balie.

11. Confidentiality

1. Virtual Balie will treat confidentially all information from or about the Customer which is indicated to be kept secret or which can reasonably be assumed to be kept secret and will only disclose this to third parties with the consent of the Customer. Virtual Balie makes every effort to prevent third parties from taking cognizance of this information without the permission of the Customer.
2. The Customer will keep all information regarding the business operations of Virtual Balie confidential.
3. If the Parties involve a third party in the agreement, they will impose the obligations of this article on this third party.

12. Privacy/Personal Information

1. In connection with the implementation of the agreement, Virtual Balie has the right to use personal data of the Customer. This includes, but is not limited to, names, telephone numbers and e-mail addresses.
2. Virtual Balie has the right to share personal data of the Customer with third parties engaged by it for the implementation of the agreement. These third parties are prohibited from using this personal data for any other purpose.
3. Virtual Balie also has the right to disclose personal data to third parties in connection with the sale, transfer or delivery of (part of) the company of Virtual Balie or in the context of an audit. Virtual Balie ensures that the third party will maintain confidentiality with regard to the personal data and that this party complies with the necessary security measures and instructions from Virtual Balie.
4. For more information about how Virtual Balie handles personal data, reference is made to Virtual Balie's Privacy Policy, which can be found via [add hyperlink].

13. Complaints

1. In the event of a complaint about the services provided by Virtual Balie, the Customer will inform Virtual Balie of this as soon as possible, with as detailed a description of the complaint as possible, so that Virtual Balie is able to respond adequately. Virtual Balie will handle the complaint and enter into consultation with the Customer about the complaint.

14. Liability

1. Virtual Balie is only liable for damage as a result of a shortcoming in the performance of an agreement insofar as this shortcoming is the result of a lack of due care that could reasonably be expected from Virtual Balie or in the event of intent or gross negligence.
2. Virtual Balie is only liable for direct damage. This is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the terms and conditions, any reasonable costs incurred to remedy the defective performance of Virtual Balie in accordance with the agreement. have answered, insofar as these can be attributed to Virtual Balie and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these terms and conditions. Virtual Balie is never liable for indirect damage, including in any case consequential damage, lost profit, missed savings and damage due to business interruption.
3. Virtual Balie is never liable for damage resulting from incorrect, incomplete or late information provided by the Customer.
4. If Virtual Balie is liable for damage suffered, the amount of compensation will be limited to the amount that is paid out in the relevant case under Virtual Balie's applicable liability insurance.
5. If, for whatever reason, no payment is made under the applicable liability insurance of Virtual Balie, any liability of Virtual Balie is limited to an amount of € 5,000.
6. The implementation of the agreement by Virtual Balie is exclusively for the benefit of the Customer. Third parties cannot derive any rights from the content of the work performed or the agreement. The Customer indemnifies Virtual Balie against all third-party claims arising from or related to the performance of the agreement.
7. The limitation of liability of Virtual Balie described in this article is also stipulated for the benefit of third parties who are engaged for the execution of the agreement.
8. Claims in connection with alleged liability of Virtual Balie must be submitted as soon as possible, but no later than 12 (twelve) months after the end of the agreement.

15. Force majeure

1. In the event of force majeure, Virtual Balie's obligations towards the Customer will be suspended until Virtual Balie can meet them again.
2. Force majeure includes in any case, but not exclusively: state of emergency (such as civil war, uprising, riots, natural disasters, etc.), extreme weather conditions, non-performance force majeure of suppliers, deliverers or other third parties, electricity, internet, computer and telecom failures, computer viruses, strikes, government measures and pandemics.
3. When a force majeure situation has lasted at least 3 (three) months, both Parties may dissolve the agreement in writing in whole or in part.

16. Applicable law and competent court

1. Dutch law applies to all quotations, offers, agreements and legal acts between the Customer and Virtual Balie.
2. Virtual Balie and the Customer will preferably resolve their disputes amicably.
3. If Virtual Balie and the Customer cannot resolve a dispute amicably within a reasonable period of time, the dispute will be settled by the court in the district where Virtual Balie is located at the request of either party.