TERMS AND CONDITIONS
- 1. Definitions
1.1. In these general terms and conditions, the following definitions apply::
General Terms and Conditions: these general terms and conditions of the Contractor.
Contractor: The private company Robinia Family Office Services B.V. registered with the Chamber of Commerce under number 87966271.
Client: Any (legal) person to whom an offer from the Contractor is addressed and each counterparty of the Contractor to an agreement.
Assignment: an agreement whereby one party, the Contractor, undertakes to provide Services to the other party, the Client, as laid down in the Assignment Letter and the General Terms and Conditions.
Services: Providing financial guidance to wealthy relationships and related activities.
Parties: Contractor and Client with whom Contractor concludes an agreement.
- 2. Applicability of these terms
2.1. These General Terms and Conditions apply to every offer and every agreement between the Contractor and the Client insofar as the Parties have not explicitly deviated from these terms and conditions in writing. en schriftelijk is afgeweken. Once these General Terms and Conditions have been declared applicable to an agreement, they also apply to any agreements concluded afterwards and the Client is deemed to have accepted that applicability when entering into a successor agreement, even if they are not explicitly declared applicable again or have been handed over to the Client.
2.2. These General Terms and Conditions are stipulated partly for the benefit of (legal) persons who are directly or indirectly involved in any way in work in connection with the assignment given to the Contractor, or for whose actions or omissions the Contractor could be liable. The operation of Articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded.
2.3. When engaging third parties, the Contractor is authorized to accept any limitations of liability of the third parties engaged by it on behalf of the Client without prior consultation with the Client. The Contractor is not liable towards the Client for any shortcomings or errors of these third parties.
2.4. The Contractor expressly rejects the applicability of any general terms and conditions of the Client. General terms and conditions or deviating clauses of the Client are only valid if, and insofar as they have been accepted in writing by the Contractor. Such acceptance cannot be inferred from the fact that the Contractor does not dispute that the Client declares other conditions applicable. If and insofar as other general terms and conditions would also apply to the agreement, in the event of incompatibility of the various general terms and conditions, the general terms and conditions of the Contractor shall prevail.
2.5. The Contractor is entitled to change and/or supplement these General Terms and Conditions. A change and/or addition is binding on the Client, but not earlier than 14 days after the Client has been informed of the change in writing.
- 3. Offer and conclusion of agreement
3.1. An agreement is concluded because the Contractor sends a written confirmation (“the Order Letter”) of the Assignment to the Client or at the moment that the Contractor starts executing the Assignment. The Contractor reserves the right not to accept an acceptance if it deviates from the offer. The Contractor is only bound by such a deviation if he confirms it or demonstrably actually implements it..
3.2. All offers from the Contractor are without obligation, unless expressly agreed otherwise. If no acceptance period has been set, no right can be derived from the offer or offer if the Order to which the quotation or offer relates is no longer enforceable in the meantime
3.3. If the Client provides information to the Contractor, the Contractor may assume that it is correct and will base its offer on this.
- 4. Fee
4.1. The fee is determined on the basis of a fixed percentage on an annual basis of the total assets under management, including cash. For capital invested in/as private equity, an X percentage applies over the committed amount during the term. This is an all-inclusive rate which means that no additional fees will be charged unless third parties are called in. The fee is invoiced quarterly afterwards including VAT. The fee is calculated according to the percentages stated in the Order Confirmation and takes effect on the date of signature.
4.2. The fee in the order confirmation/agreement is exclusive of VAT, unless stated otherwise.
4.3. If other service providers and/or specialists, such as tax specialists, are engaged in the interest of the client, these costs will be invoiced separately by the relevant party to the client. The Client will agree to this in writing in advance.
4.4. The fee due will be charged quarterly afterwards. If an order confirmation is signed or terminated during a quarter, payment will be made pro rata and therefore not charged a full quarter
The Client is obliged to provide the Contractor with a copy of the original asset reports to the Contractor within two weeks of the end of the quarter so that the Contractor can calculate the fee owed by the Client.
4.5. The Contractor is entitled to increase the agreed rate in the interim after the agreement has been concluded. In that case, the Client will be informed of this at least 14 days in advance. If the Client does not agree with the increase, it is of course free to terminate the Assignment.
- 5. Execution of the assignment
5.1. The Assignment is entered into for an indefinite period of time.
5.2. The Contractor will carry out the Assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
5.3. The Contractor will carry out the Assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
5.4. The Contractor or the (legal) person who actually fulfills the Assignment can be replaced by another (legal) person. The Client will be informed about this in advance, except in situations of force majeure. 5.5. Indien en voor zover een goede uitvoering van de overeenkomst dit vereist, heeft Opdrachtnemer het recht bepaalde werkzaamheden te laten verrichten door derden.
5.6. The Contractor will in no way directly enter into contracts with third parties on behalf of the Client without prior notification of this to the Client.
5.7. The Contractor is in no way liable for, and does not guarantee, the accuracy of the information and advice provided by third parties, such as financial institutions, banks, accountants, notaries, tax specialists, lawyers or other third parties engaged by the Contractor in the context of the Assignment.
5.8. The Client shall ensure that all data, which the Contractor indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the agreement, are provided to the Contractor in a timely manner. If the information required for the execution of the agreement has not been provided to the Contractor in time, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay.
5.9. If the fulfillment becomes permanently impossible, the agreement can be dissolved for that part that has not yet been fulfilled. In that case, neither Party is entitled to compensation for the damage suffered as a result of the dissolution.
5.10. The Contractor is not liable for damage, of whatever nature, as a result of the Contractor acting on the basis of incorrect and/or incomplete information provided by the Client, unless it should have been aware of this inaccuracy or incompleteness.
5.11. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, the Parties will adjust the assignment accordingly in a timely manner and in mutual consultation.
- 6. Termination of the assignment
6.1. The parties are at all times entitled to terminate the agreement early during the contract period with due observance of a notice period of 3 months. Termination must be made in writing.
6.2. If the Client does not, not properly or not in time, fulfill any obligation arising from the agreement concluded with the Contractor after the Client has first been given notice of default by the Contractor, whereby a period of 14 days has been given to properly perform as yet, as well as in the event of bankruptcy , suspension of payment or receivership of the Client or the shutdown or liquidation of its business, the Contractor is entitled to dissolve or terminate the agreement at its discretion, without mandatory announcement or (partial) crediting and without being obliged to pay compensation for any 5 damage. in connection with the dissolution or termination. In those cases, the Contractor is furthermore entitled to demand immediate payment of what is due to it.
6.3. This does not affect the other rights accruing to the Contractor, including the right to compensation for the damage suffered as a result of the dissolution. Circumstances that result in a force majeure situation for the Contractor are in any case: conduct, except in the case of intent or gross negligence, of persons whom the Contractor makes use of in the performance of the agreement; unsuitability of items that the Contractor makes use of in the performance of the obligation.
6.4. Even in the event of termination by mutual consent, the Contractor retains its right to compensation for the damage suffered as a result of such termination.
- 7. Payment Terms
7.1. Unless otherwise agreed, the following payment arrangement applies: payment within 14 days of the (partial) invoice date in a manner indicated by the Contractor in the invoice in the currency in which the invoice was invoiced.
7.2. After the expiry of 14 days after the invoice date, the Client is in default; The Contractor then has the right to suspend its activities or to dissolve or terminate the agreement at its discretion and to recover its damage from the Client.
7.3. From the moment of default, the Client owes interest of 1% per month on the amount due, unless the statutory commercial interest is higher, in which case this statutory interest applies. The statutory interest applies to transactions with consumers. In the event of payment arrears, the penalty interest will take effect by operation of law without a demand for payment or notice of default being required.
7.4. The Client’s right to set off its claims against the Contractor is expressly excluded, unless the Contractor becomes bankrupt.
7.5. The full claim for payment is immediately due and payable if: a. a payment term has been exceeded; b. Client is bankrupt or is in suspension of payment; c. Client as a company is dissolved or liquidated; d. Client as a natural person is placed under guardianship or dies.
7.6. If payment has not been made within the agreed term, the Client owes the Contractor all extrajudicial collection costs. These costs are calculated as follows: on the first €3,000 15% on the excess up to €6,000 10% on the excess up to €15,000 8% on the excess up to €60,000 5% on the excess from €60,000 3%.
7.7. If the actually incurred extrajudicial costs exceed the above calculation, the actual costs incurred by the Client are due.
7.8. If the Contractor is in favour of legal proceedings, all costs that he has had to incur in connection with these proceedings will be for the account of the Client.
7.9. Payments made by the Client always serve in the first place to settle all interest and costs owed, in the second place for payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
- 8 Intellectual Property
8.1. The Contractor and third parties engaged by it retain at all times all rights to reports, calculations, documents, images, software and/or the related information and “know-how” made by it, even if costs have been charged for this or after the sale, improvements have been made, whether or not at the request of the Client.
8.2. The items referred to in the previous paragraph may not be copied in whole or in part without the written permission of the Contractor, other than for internal use at the Client, nor shown to third parties, handed over or made known in any other way, nor used or made available by the Client other than for the purpose, for which they were provided by the Contractor.
8.3. The Client indemnifies the Contractor against infringements of intellectual property rights of third parties.
8.4. The Contractor also 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.
- 9. Confidentiality and Privacy
9.1. Both Parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other, from third parties engaged by the Contractor 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 results from the nature of the information. The Client will also impose this obligation on its employees and/or third parties working for it.
9.2. The Contractor shall treat with care all information and knowledge that it receives or acquires in the context of the agreement from or about the Client. The sharing of information from or about the Client only takes place insofar as this is necessary for achieving the purpose of the assignment or because of a legal obligation to disclose.
9.3. The Client grants the Contractor permission to disclose information known to the Contractor to third parties within the meaning of Article 5.5 and third parties engaged by the Contractor for the purpose of its business operations and to process that (personal) data in its CRM system.
9.4 . The Client grants the Contractor permission to bring known data known to the Contractor to third parties on the basis of a legal obligation, such as to (foreign) supervisors, or in the context of legal proceedings.
9.5 The Contractor or one of the directors or employees employed by it shall, if it acts for itself in disciplinary, civil, arbitral, administrative or criminal proceedings, be entitled to use the data and information of which it has taken note in the performance of the assignment insofar as it reasonably considers that it may be relevant.
9.6. The security of confidential information and personal data will meet a level that, in view of the state of the art, the sensitivity of the data and the costs associated with securing the security, is in line with the market.
- 10. Force Majeure
10.1. The Contractor has the right to suspend the agreed work if it is temporarily prevented from fulfilling its obligations due to circumstances beyond its control or of which it was or could not have been aware when the agreement was concluded
10.2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law in case law, all external causes, foreseen or not foreseen, over which the Contractor cannot exert any influence, but as a result of which the Contractor is unable to fulfil its obligations.
10.3 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 obligation. During force majeure, the Contractor’s obligations are suspended. If the period in which fulfillment of the obligations by the Contractor is not possible due to force majeure lasts longer than 2 months, both Parties are entitled to terminate the agreement without there being any obligation to pay compensation in that case.
10.5. If the Contractor has alreeds partially fulfilled its obligations at the onset of force majeure, or can only partially meet its obligations, it is entitled to invoice the already executed or executable part separately and the Client is obliged to pay this invoice as if it were a separate contract.
- 11. Complaints
11.1. Complaints must be made in writing and as soon as possible, but at the latest within 30 days after discovery, or within 30 days after the defects could reasonably have been discovered.
11.2. Complaints about an invoice must be submitted in writing within 14 days of the date of dispatch of the invoice. The burden of proof with regard to the timely submission of the complaint rests with the Client. After this period, complaints will no longer be processed and the Client will be deemed to have agreed to the relevant invoice. A complaint does not affect the payment obligation.
11.3. Claims and defences, based on the contention that the Contractor had failed in any way, are time-barred by the expiry of 1 year after the conclusion of the assignment to which they relate.
- 12. Liability
12.1. The Contractor is only liable for damage suffered by the Client that is the direct and exclusive result of a shortcoming attributable to the Contractor, on the understanding that:
12.2.
12.2.a. Compensation is only eligible for damage for which the Contractor is insured, or should reasonably have been insured, in view of the customs applicable in the industry.
12.2.b. The Contractor is never liable for consequential damage such as trading loss, loss of income and the like.
12.2.c. The Contractor is not liable for information or advice provided by financial institutions, accountants, civil-law notaries, tax specialists, lawyers or other third parties that are approached by it in the context of the Assignment to make a proposal to the Client.
12.2.d. The Contractor is never liable for damage caused by intent or gross negligence on the part of third parties.
12.2.e. The damage to be compensated by the Contractor will be moderated if the price to be paid by the Client is small in relation to the extent of the damage suffered by the Client.
12.2.f. If in any case the insurer does not pay out or if damage is not covered by insurance, the Contractor’s liability is limited to a maximum of € 25,000.
12.3. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, a claim for compensation will in any case lapse if the Contractor has not been notified of this in writing within three months after the Client became aware or could reasonably have become aware of the event or omission from which the damage arises.
12.4. In the event that communication between the Client and the Contractor takes place using electronic means such as e-mail and other forms of data traffic, both Parties will ensure standard virus protection. Neither Party is liable to the other party for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication, and for the failure to receive or damaged messages.
- 13. Applicable law and choice of forum
13.1. The legal relationship between the Parties is exclusively governed by Dutch law. The applicability of foreign law is excluded.
13.2. Only the civil court in the district where the Contractor is established is authorized to hear disputes
13.3. There is a Dutch and an English version of these general terms and conditions. In the event that there is a difference between the general terms and conditions in the Dutch and English languages, the Dutch text is decisive and binding.
These general terms and conditions were filed on 22 February 2023 at the Registry of the District Court of Amsterdam under filing number 11/2023