TERMS & CONDITIONS

GENERAL TERMS & CONDITIONS OF ROF-Style

  1. Scope
    • Introduction.
      These are the general terms and conditions of ROF-Style
    • Scope.
      These general terms and conditions are applicable to all proposals from and agreements with ROF-Style (including follow-on assignments and services), including any supplements and changes. The terms are also applicable, if the client is already using the services of ROF-Style before having accepted the offer.
    • Beneficiaries.
      These general terms and conditions have been stipulated for the benefit of ROF-Style, its group companies, their directors and employees, as well as any third parties that have been hired by them.
    • Other general terms and conditions.
      The general terms and conditions of clients, suppliers, (sub)contractors and other third parties shall not be applicable.
  2. Proposals and acceptance
    • Non-binding.
      A proposal shall be non-binding, unless the proposal specifies a date for acceptance.
    • Acceptance and execution by ROF-Style
      Assignments will only be accepted and executed by NEW NRG Real Estate B.V., also if the assignment has only been granted with a view to execution by a specific person. Sections 7:404 and 407 para. 2 of the Dutch Civil Code (Burgerlijk Wetboek) are not applicable.
    • No deviating acceptance.
      A client may only accept a proposal in its entirety. Partial acceptance or acceptance with modifications are deemed a rejection of the proposal, which shall not create any binding obligation for ROF-Style
    • Multi-part proposals.
      ROF-Style may make a proposal that consists of multiple parts. If the client wishes to accept one or more (but not all) parts of the proposal, ROF-Style shall have the right to adjust the price per part of accordingly.
    • Subsequent assignments.
      A proposal does not necessarily apply to subsequent assignments.
  3. Services
    • Description.
      ROF-Style shall only render services that have been included in the agreement, including: advice, broker services for the sale or purchase of real estate, broker services for the lease or rent of real estate.
    • Nature.
      The services of ROF-Style are commercial and technical. ROF-Style does not render legal or tax advice.
    • Quality goal.
      ROF-Style shall execute the agreement to the best of its abilities. It strives for the highest quality in the execution of its work. This is a ‘best efforts’ obligation (inspanningsverplichting). A guaranteed result, in view of the nature of the work, is not possible.
    • No power of attorney.
      An assignment does not imply that ROF-Style is authorized or required to perform legal acts (rechtshandelingen) on behalf of the client.
    • Timing.
      Time schedules are indicative, unless agreed otherwise.
  4. Information from the client
    • Provision.
      De The client shall, before, during and after the assignment, provide all information to ROF-Style, of which it knows, or should reasonably have known that it is relevant for the execution of the assignment.
    • Accurate and complete.
      If the client provides information that is incorrect and/or incomplete, it shall not be able to claim against ROF-Style in this respect.
  5. Cooperation with third parties
    • The nature of the projects.
      The nature of the projects entails that ROF-Style shall often work together with third parties, such as lawyers, tax experts, construction specialists and other advisors.
    • No liability for damages caused by third parties.
      If the client hires a third party and such third-party causes (directly or indirectly) any damage, ROF-Style shall not be liable for any such damage. Clause 4.2 shall be applicable.
  6. Subcontracting
    • No subcontracting without prior written consent.
      ROF-Style shall not subcontract any activities to a third party without the prior written consent of the client.
    • Any claim against a third party will be passed on.
      If a subcontractor of ROF-Style causes any damage for the client and ROF-Style has a claim against the subcontractor, ROF-Style is willing to, at the request of the client (a) enforce such claim (at the expense of the client) or (b) transfer its claim to the client.
  7. Invoicing and payment
    • Remuneration.
      The remuneration (or the way in which it will be calculated) shall be specified in the agreement.
    • Expenses.
      The client shall reimburse ROF-Style for any reasonable out-of-pocket expense that ROF-Style incurred for the execution of the assignment.
    • Invoicing and payment terms.
      ROF-Style shall invoice upon meeting the agreed target or any agreed milestone, unless agreed otherwise. Invoices shall be paid within 15 calendar days after the date on the.
    • Payment in case of early termination.
      In case of early termination, the renumeration shall be due and payable pro rate parte, regardless of the reason for early termination.
    • Payment in case of execution by the client or a third party, during or after the assignment.
      The agreed remuneration shall be payable in full (against invoice), if the assignment shall be executed by the client itself or by a third party hired by the client. This shall apply during the assignment and for a period of 12 months after the assignment terminated, unless the nature of the project requires.
    • Currency, bank details.
      The client shall pay the amount due in euros into the bank account specified by ROF-Style on the invoice.
    • VAT.
      The amount invoiced shall exclude VAT. The client shall pay any VAT due.
    • Advance payment.
      The client shall pay an advance, if ROF-Style shall request one.
    • Late payment; interest.
      In case of late payment, the client shall owe ROF-Style an interest equal to the legal interest (wettelijke handelsrente) plus 1%, without any notice being required.
    • Collection.
      The client shall reimburse any collection costs (whether or not extrajudicial). The costs are established at 15% of the amount of the invoice, with a minimum of EUR 1,500.
    • Suspension.
      ROF-Style may suspend its activities, for as long as an invoice remains unpaid after expiration of its due date. A dispute over the invoice shall not constitute a valid reason to withhold or suspend.
    • No set-off.
      The client shall not be allowed to set-off any debt to ROF-Style against a claim that it may have.
    • Joint and several liability.
      If there is more than one client for an assignment, each client shall be jointly and severally liable for the due performance of the obligations of the clients.
  8. Force majeure
    • The statutory regime.
      The statutory regime for force majeure (as set forth in the Dutch Civil Code) is applicable.
    • Supplements to the statutory regime.
      In addition to the statutory regime, the following applies;
      (a) Duty to inform of force majeure.
      Each party shall immediately (but in any case, within two business days) notify the other party/parties, if an event of force majeure occurs.
      (b) Payments in case of force majeure.
      The client shall only have to pay 50% of the invoice, if the event of force majeure is on the side of ROF-Style (the remaining part being due after the event of force majeure shall have subsided). If the event of force majeure is on the side of the client, force majeure shall not be a valid reason to withhold or suspend.
      (c) Termination in case of prolonged force majeure.
      If an event of force majeure continues for more than three months, the party that has not invoked force majeure shall have the right to terminate this agreement, if the situation would justify termination.
  9. Liability
    • Willful intent and gross negligence.
      ROF-Style shall only be liable in case of willful intent or gross negligence of ROF-Style or its executives (leidinggevenden).
    • Limitation of remaining liability.
      If and to the extent that ROF-Style shall be liable, its liability shall be limited to the contract value of the assignment or, in case of milestones, multi-part assignments or assignments with monthly lump sum installments, of the contract value of the relevant milestone, part of the assignment or one monthly lump sum respectively.
    • Exclusion of indirect damages.
      ROF-Style shall never be liable for any indirect damages, including (but not limited to) loss of revenue or profit.
    • Lapse of claim.
      A claim for damages must be filed forthwith and shall lapse one year after the event that caused the damage.
  10. Confidentiality
    • Duty of confidentiality.
      Neither party shall disclose the existence or content of this agreement to any third party, except to the extent such disclosure is required (a) for the execution of the assignment or (b) pursuant to any applicable legislation, exchange regulation or court order.
    • Marketing purposes.
      Notwithstanding the above, ROF-Style may, in consultation with the client, mention the transaction or assignment for marketing.
  11. Intellectual property
    • No transfer.
      ROF-Style remains the sole owner of any intellectual property right (models, techniques and instruments) it uses for the execution of the assignment and shall become the sole owner of any such rights that it developed for or during the execution of the assignment.
    • Limited right to use.
      To the extent required for the execution of the assignment, the client shall have a limited right to use such intellectual property rights. Imitation or copying shall not be allowed.
  12. Duration and termination
    • Duration.
      In principle, an agreement shall last for the duration of a project or until a specified goal shall have been reached, unless agreed otherwise.
    • Early termination.
      No party shall be able to terminate an agreement early, except:
      (d) if the other party structurally fails to meet its obligations under the agreement, despite having been given notice and having been granted a reasonable period to remedy its performance; or
      (e) if an application is filed for the bankruptcy or suspension of payments the other party; or
      (f) if the relationship between parties has deteriorated to such an extend that continuation can no longer be reasonably required.
  13. Miscellaneous
    • Amendment or supplement.
      These general terms and conditions may be amended or supplemented by ROF-Style. In such case, ROF-Style shall send the client a set of the new general terms and conditions. The most recent terms and conditions shall be available on www.rof-style.com
    • Consent for transfer.
      No party may transfer all or part of its rights and obligations under an agreement or from these general terms and conditions without the prior written consent of the other party. The client hereby grants in advance its unconditional and irrevocable consent for the transfer by ROF-Style of all its rights and obligations under an agreement (including these general terms and conditions) in the context of a transfer of all its business activities to a third party.
    • Conversion.
      If a clause from the agreement or these general terms and conditions shall not or no longer be applicable, it shall be deemed to have been replaced by a valid and enforceable provision that most closely resembled the original provision.
    • Interpretation.
      If the text of a provision in the agreement or in these general terms and conditions is not sufficiently clear, the purpose of these general terms and conditions (protection of the legal position of ROF-Style) shall be leading. The contra proferentem rule shall not apply.
    • Additions.
      If the agreement and these general terms and conditions do not (or not fully) provide for a certain situation, the purpose of these general terms and conditions shall be leading.
    • No waiver.
      ROF-Style does not strictly enforce a right under the agreement or under these general terms and conditions, this shall not imply a waiver of such right by ROF-Style.
    • Multiple languages, leading language
      These general terms and conditions are available in multiple languages. The Dutch version is leading and legal concepts used or referred to in these general terms and conditions have the meaning attributed to them under Dutch law.
    • Marketing.
      ROF-Style is allowed to publish visual material of projects on her website and in other marketing material, without (additional) permission of the.
  14. Disputes
    • Governing law.
      The laws of the Netherlands are applicable.
    • Choise of forum.
      Any dispute will be submitted to the competent court in Amsterdam.

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