Terms & Conditions

Article 1 Definitions

In these Terms & Conditions the following terms have the following meaning, unless otherwise indicated.
Contractor: Vissers Finance Groep BV, located at Valeriusplein 30 1070 BR Amsterdam, hereinafter "VFG".
Client: the natural or legal person to whom VFG has made an offer or quotation, or the natural or legal person with whom VFG has an agreement, hereinafter “the Client”.
The VFG Terms and Conditions apply to all relationships and agreements between the client and VFG.
This English version is a translation of the Dutch Terms & Conditions, but the Dutch version will always take precedence over the English version. This applies not only to the Terms & Conditions, but applies to any kind of translation into another language than Dutch produced by VFG.

Article 2 General

1. The Terms & Conditions apply to every offer, quotation and agreement between VFG and the client. Parties can only explicitly agree in writing to deviate from these Terms & Conditions.
2. The Terms & Conditions also apply to the agreement between VFG and the client, if a third party has to be involved for the implementation of the agreement.
3. Any purchase or other condition which the client refers to in a tender, offer or agreement are expressly rejected, unless agreed to by VFG expressly and in writing.
4. All information provided by VFG in offers and agreements is solely made and executed by VFG, even when the client intends to have the assignment executed by a specific associate of VFG.

Article 3 Offers and quotations

1. All offers presented by VFG, on behalf of a financial institution are subject to acceptance, unless otherwise indicated.
2. The prices of these quotations or offers are exclusive of VAT and other government levies, as well as other costs or disbursement incurred as a result of making the agreement(s), unless indicated otherwise.
3. On calculations made by VFG regarding the costs of a financial product and the possible effect on the monthly outlays of the client, the client has no specific rights. The calculations made by VFG are indicative and provisional and subject to modification when necessary.
4. Advice given by VFG is based on assumptions of currently applicable laws and regulations. Offers and quotations are temporary and do not apply automatically to future assignments.
5. A compound quotation does not bind VFG to execute a part of the assignment against a corresponding part of the price quoted.
6. If the acceptance by the client deviates from the offer or quotation given by VFG, VFG is not bound by this acceptance.

Article 4 Content of the agreement

1. Agreement has been reached if both VFG and the client signed the order confirmation in writing. VFG can refuse to sign an agreement without giving any reasons, even after VFG already sent an offer and/or quotation to the client.
2. The order confirmation is based on information given by the client to VFG. The order confirmation is considered to be the correct and complete representation of the agreement.
3. Contents of the order conformation supersedes and replaces all previous offers, correspondence, agreements or other written or oral communications.

Article 5 Implementation of the agreement

1. VFG will execute the agreement to their best knowledge and ability and according to the requirements of competence to the current state of science. However, VFG agreement only leads to a commitment of effort and not a commitment of result, unless the nature of the agreement requires otherwise or the parties explicit agree otherwise.
2. If and insofar as the agreement requires, VFG has the right to have certain work done by third parties. The costs involved are charged to the client, because this not included in the fee agreed with VFG. If the client would like to involve third parties with the execution of the agreement, then the client will only engage this party after agreement has been reached with VFG.
3. The client shall ensure that all information, which VFG has indicated as necessary or which the client should reasonably understand to be necessary for the agreement, will be provided to VFG. If the information for the agreement has not been provided to VFG in time, VFG has the right to suspend the agreement and / or charge additional costs resulting from the delay to the client.
4. VFG is not liable for damages of any kind, if the client has provided VFG wrong or incomplete information.
5. The client has to inform VFG immediately of any change of facts or circumstances which may have an effect on the agreement. The client is responsible for the accuracy, completeness and reliability of the available information for VFG, including information obtained from third parties.
6. If the agreement will be executed by VFG in phases, then VFG can suspend the execution of elements which belong to a following phase, until the client agreed with the results of the preceding phase, in writing.
7. On request of the client, VFG will return original documents or documents with a formal status to the client.

Article 6 Amendment of Agreement

1. If during the agreement it appears that, for a proper execution of the agreement it is necessary to adjust or expand the activities. VFG and the client will adjust the agreement, in consultation, timeously.
2. If VFG and the client agree that the agreement will be changed, the date of completion of the execution of the agreement can be affected. VFG will inform the client as soon as possible.
3. If the change of the agreement will have financial and / or qualitative consequences, VFG will inform the client of the consequences as known by VFG.
4. If a fee has been agreed, VFG will inform and shall indicate the client of what the increase of the fee will be.

Article 7 Delivery

1. The agreement between VFG and the client is an open-ended agreement, unless the contents, nature or scope of the order confirmation implies a fixed-term agreement or parties explicitly agree otherwise.
2. If the client should pay in advance or has to submit specific information, necessary for the execution of the agreement, to VFG, then the term within which the agreement has to be executed will not commence unless payment has been received, or the information requested has been made available to VFG.
3. The terms within which VFG will execute the agreement shall never be regarded as deadlines, unless otherwise is indicated.
4. Unless it is clear that continuing the agreement is impossible, this agreement may not be dissolved in case of delay, unless VFG fails to perform the agreement, whether in whole or in part, within a reasonable time unless VFG have received notice from the client, giving a reasonable time to perform.

Article 8 Honorarium

1. For offers and agreements in which a fee is agreed paragraphs 3 - 10 of this article are applicable. If no fee has been agreed, paragraphs 2 - 10 of this article are applicable.
2. VFG and clients may agree on a fixed fee for services to be performed.
3. If no fixed fee has been agreed, the fee will be determined on the basis of an hourly rate. The fee is calculated according to the usual hourly rates of VFG ,valid for the period in which the work is done, unless a different hourly rate has been agreed.
4. The fee and any cost estimate are exclusive of VAT.
5. Costs will be charged to the client on a monthly basis. After completion of the agreement FVG will issue an invoice, deducting any advances or disbursements charged previously..
6. VFG is free to increase their fee if, during the execution of the agreement it appears that the originally agreed quantity of work is underestimated, so that reasonably client cannot expect VFG to perform the agreed activities at the initially agreed fee.
7. VFG will notify client of her het intention to increase the fixed fee or hourly rate in writing.
8. In case of an increase of the fixed fee or hourly rate, the client is authorized to terminate the agreement if the fees or rates increase within three months after the date of the agreement, or if this term is exceeded, if the increase is more than 10%, by sending the notification terminate of termination within 7 days after receipt of the notification from VFG. The client is not authorized to rescind the agreement if the increase of fees is based on legal authority. Furthermore, in case of termination of the agreement by the client, the client is obliged to pay the work done by VFG to the date of termination. The preliminary results will be made available to the client on a ‘sans prejudice’ basis.

Article 9 Payment

1. Invoices of VFG must be paid within 14 days after the invoice date, unless otherwise indicated. Objections to fees charged do not suspend the obligation to pay.
2. If the client has not paid the invoice(s) when due, VFG has the right, after notifying the client at least once, to charge legal interest, without further notice and without prejudice to other rights of VFG, from the due date of the invoice date until the date of payment.
3. If VFG charges on behalf of a financial institution, the client must realize that lack of (timely) payment may result in a suspension of coverage for the insured risk or could lead to a forced sale of property on which a mortgage is located.
4. Any reasonable judicial and extrajudicial (collection) costs incurred by VFG as a result of failure of clients payment will be charged to the client.
5. The collection costs are calculated according to the collection rates by the Nederlandse Orde van Advocaten (the Netherlands Bar Association). If VFG has incurred higher expenses, which were reasonably necessary, these will also be recoverable.
6. If the financial position or performance of the client, in the opinion of VFG, causes concern, VFG is entitled to require an immediate (additional) security from the client in a manner to be determined by VFG. If the client fails to provide the required security, VFG is entitled, without prejudice to other rights, to suspend executing any agreements and all receivables of VFG are due immediately.
7. In case of a joint agreement, the clients shall jointly be held liable for payment of the invoice amount.
8. In the event of liquidation, bankruptcy, seizure or receivership or debt restructuring of the client, the claims of VFG on the client are immediately due and payable.
9. VFG has the right to apply payments made by client against (collection) costs, then against interest owed and finally against the principal amount and accrued interest. VFG may refuse an offer if the client chooses a different sequence of attribution. VFG may refuse total repayment of the principal sum, if not also the accrued interest and interest owed and charged are paid.

Article 10 Inspection & Advertisement

1. Complaints should reach VFG within 8 days after discovery and within 30 days after completion of the assignment, by letter. The letter must give a detailed description of the complaint, so that VFG is able to respond adequately.
2. In case of a justified complaint, the customer has the choice between adjusting the fee charged, the free improvement or re-performance of the rejected work or the whole or part execution of the assignment against restitution in proportion to the client of fees paid.

Article 11 Suspension and dissolution

1. VFG may suspend or terminate the agreement if;
- The client does not the obligations arising out of the agreement (fully).
- If, after entering into the agreement, VFG learns of circumstances which give FVG good grounds to fear that the client will not fulfill his obligations, suspension shall be allowed in so far the shortcoming justifies such action.
-Client, entering into the agreement, was requested to provide security for the fulfillment of his obligations and this security is not provided or insufficiently so.
2. Furthermore, VFG could terminate the agreement if circumstances arise of such nature that fulfillment of the agreement can reasonably be considered impossible, or if other circumstances arise of such nature that the maintaining the agreement in its present form cannot reasonably be expected.
3. If the agreement is terminated, the amounts owed to VFG are immediately due and payable. If VFG suspends fulfillment of their obligations, VFG retains all rights under the law or the agreement.
4. VFG reserves the right to claim damages, if damages arise after suspension or termination of the agreement.

Article 12 Termination

1. If the agreement is terminated prematurely by the client, VFG is entitled to receive compensation. Furthermore, the client shall be obliged to pay the invoices for work done so far. The preliminary results of the work done so far will be made available to the client.
2. If the agreement is terminated prematurely by VFG, VFG will (in consultation with the client) transfer the additional work to a third party, unless facts and circumstances underlying the termination are attributable to the client.
3. VFG will charge additional costs for this transfer to the client.

Article 13 Return of goods made available by VFG

1. If VFG made goods available to the client in the course of the agreement, the client return these within 14 day in original condition, free from any defects. If the client fails to fulfill this obligation, VFG will charge client any consequential cost.
2. If the client, for whatever reason, still does not return the goods made available by VFG, VFG has the right the resulting damage and costs, including replacement costs, recover by the client.
3. On termination of the agreement each party will return goods, objects and documents of the other party without delay, with the exception that VFG may retain a copy of any document on which the work is based, intended for the administration of VFG.

Article 14 Liability

1. If VFG is liable, this liability is limited as described in this article.
2. VFG will work to the best of its ability. If an error has been made as a result of incorrect or incomplete information from the client, VFG is not liable for any resulting damage. If the client demonstrates that he has suffered damages as a result of an error by VFG attributable to gross negligence or intend, VFG is liable to the extend laid down in paragraphs 4 and 5 of this article.
3. The limit of liability described in paragraphs 2, 4, 5 and 6 is also applicable to any third party engaged by VFG, whom therefore may directly appeal to this limitation of liability.
4. If VFG is liable for damages, this liability is limited to the amount invoiced, at least to the part of the assignment which the liability relates.
5. Damage are only:
- The reasonable costs of determining the cause and extent of the damage, in as far as the determination relates to damage under these conditions;
- Any reasonable cost incurred for an error made by VFG to make the flawed delivery conform to the agreement, unless such cost cannot be attributed to VFG;
- Reasonable costs incurred to prevent or minimize the damage, in so far as the client demonstrates that these costs have led to the limitation of damages under the conditions.
6. VFG is never liable for indirect damage, including for example consequential damages, lost profits, lost savings and damage due to business stagnation.
7. VFG is never liable for damage arising from the use of quotations, terms, brochures and other information from third parties, unless the inaccuracy of this data should have been totally clear to VFG.

Article 15 Communication

1. In case the client sends digital messages to VFG, the client may only trust that this message has reached VFG if a confirmation message, other than an automated message, is received by the client.
2. General information provided by VFG, whether or not on the internet and applicable to the agreement, can not be considered as advice given by VFG under the agreement with the client, unless otherwise is indicated.
3. The client is responsible for notifying changes of address to VFG. VFG therefore assumes that the client can be reached on the stated address mentioned in the agreement, including the email address.

Article 16 Safeguarding

1. The client shall indemnify VFG for any claims by third parties in connection with the agreement which are attributable to the client. This also applies to intellectual property rights on material or data provided by the client to VFG, used for the execution of the agreement.
2. The client indemnifies VFG for claims by third parties for damages caused by the client to VFG incorrectly or incomplete information, unless the customer proves that the damage is not due to a culpable act or omission on his part or was caused by intent or negligence of VFG .
3. The client shall guarantee that his digital messages to VFG are free of viruses and other defects.

Article 17 Force Majeure

1. Parties are not obliged to fulfill any obligations if they are hindered to perform as a result of a circumstance that is not due to negligence, and neither under the law, a legal action or generally accepted practice can be held responsible for.
2. In these Terms & Conditions Force Majeure is considered to be, in addition to its connotations in the law and jurisprudence, all external causes, foreseen or unforeseen, which VFG can not influence but which prevent VFG to perform on its obligations. Strikes of staff of VFG included.
3. VFG is entitled to invoke force majeure if the circumstance rendering (further) fulfillment of the assignment occurs before VFG could have fulfilled the obligation.
4. Both parties may, during the period of force majeure, suspend the obligations under the agreement. If this period lasts longer than 2 months, each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
5. Insofar VFG , at the time of force majeure, has partly performed the obligations under the agreement or can and will fulfill these obligation, VFG is entitled make a separate invoice for the parts fulfilled or to be fulfilled. The client shall pay this invoice as if it were a separate agreement.

Article 18 Confidentiality

1. The client and VFG are required to treat any confidential information obtained in the course of their agreement from each other or from another source as confidential. Information is confidential if the other party communicated this or as this reasonably arises from the nature of the information.
2. Unless authorized by the VFG, the client is not authorized to use the information that is made available, for another purpose than for which it was obtained.
3. Unless agreed by FVG in writing, the client will not disclose written expressions of VFG, which are not prepared with the intend to provide third parties with the information contained therein.
4. FVG will impose the obligations under this article to third parties involved in the assignment.
5. If not considered to be contrary to Article 22 paragraph 1 and 2, VFG has the right to state the work done to (potential) customers of VFG as indicative of VFG’s experience, unless otherwise is indicated.
6. If, on grounds of a legal provision or jurisprudence, VFG has to share confidential information by law or court to a third party, and VFG can not rely on a legal privilege, then VFG is not liable for damages and the other party not entitled to terminate the agreement.

Article 19 Intellectual Property and Copyrights

1.Notwithstanding these Terms & Conditions, VFG reserves the rights which VFG is entitled to under the Copyright Act (Auteurswet).
2. Documents provided by VFG are intended only to be used by the client and may not be reproduced, revealed or disclosed to third parties without written permission of VFG, unless the nature of the documents indicates differently.
3. FVG reserves the right to use the additional knowledge obtained in the course of the assignment for other purposes, in as far as no confidential information is disclosed to third parties.
4. VFG reserves the right of intellectual property used or developed in the course of the execution of the assignment from the client, in as far as these rights arise out of legal provisions or a license has been obtained. he execution of the work increased knowledge for other purposes, provided that no confidential information to third parties. All other intellectual property rights, owned by VFG before the date of the agreement (or licensed to VFG) continue to be property of VFG (or licensor).

Article 20 Miscellaneous

1. If not otherwise provided in these Terms & Conditions, rights of claim other prerogatives of the client expire one year after the date on which the client became aware or could reasonably be aware of the existence of these rights and prerogatives.
2. If VFG does not directly enforce any provision of the agreement, then this does not affect or limit VFG’s rights and powers under the agreement.
3. If any article of these Terms & Conditions is not applicable, the intend with regard to content and meaning of the article has, as far as possible, equal significance.
4. The provisions of the agreement, where the explicit or implicit intention is that these provisions remain in force even after termination of the agreement, shall continue to be in force after such termination, and will bind VFG and the client.
5. If these Terms & Conditions and the agreement contain conflicting terms, the provisions in the agreement are applicable.
6. The judge in Amsterdam has exclusive jurisdiction to take cognizance of disputes. Dutch Law is applicable to any agreement between VFG and the client.

Article 21 Amendment and location of these Terms & Conditions

1. These Terms & Conditions shall be filed at the Chamber of Commerce in Amsterdam.
2. The latest version of the applicable Terms & Conditions can be found on our website www.vissersfinancegroep.nl
3. The latest registered version on the website is applicable or the version at the time of the formation of the agreement between VFG and the client is applicable.