Terms and Conditions
of Koelewijn & Partners bv
1. Definitions
In these General Terms and Conditions, the terms included in this article are capitalised. These terms mean the following:
1.1. General Terms and Conditions: These terms and conditions, regardless of the form in which they are made known. Additional general terms and conditions may be attached to these terms and conditions, depending on the content and purpose of the Agreement.
1.2. Services: Any of the services offered by Koelewijn en Partners bv, such as, among others, providing advice, posting information online about the Client and its affiliated organisations, bringing together (Prospective) franchisees, franchisors and suppliers, providing practical operational support and any other services that are the subject of any offer, quotation, agreement or other legal act in the relationship between Koelewijn en Partners bv and Client.
1.3. Client: The (potential) Client and any other natural or legal person who uses Koelewijn en Partners bv's Services and/or with whom an Agreement is concluded.
1.4. Koelewijn en Partners bv: Koelewijn en Partners bv, registered under Chamber of Commerce number 31050175. You may contact Koelewijn en Partners bv via telephone number +31 35 542 0828 or via email address: info@koelewijn.nl.
1.5. Agreement: The agreement between Client and Koelewijn en Partners bv pursuant to which Koelewijn en Partners bv makes Service(s) available to Client.
1.6. Prospective Franchisee: The natural person who provides his or her personal data and other information to Koelewijn en Partners bv or Client with the ambition to become a franchisee with a franchise formula.
1.7. Cloud services: services where Koelewijn en Partners bv uses third-party software, hardware and/or storage space via the Internet and/or makes personal data available to suppliers of this software, hardware and storage space.
2. General
2.1. The General Terms and Conditions shall apply to the provision of Services by Koelewijn en Partners bv to its Client or its legal successor respectively, whether or not laid down (in writing) in offers, quotations, Agreements of Koelewijn en Partners bv or resulting from other possible legal acts between Koelewijn en Partners bv and its Client or its legal successor respectively.
2.2. Client also hereby indicates his agreement with the provisions of the privacy policy as it can be viewed on the Koelewijn en Partners bv website at https://koelewijn.nl/privacy-policy.
2.3. Any deviations from the General Terms and Conditions proposed by Client shall only be valid if expressly agreed in writing by Koelewijn en Partners bv and Client.
2.4. Koelewijn en Partners bv shall always be entitled to amend or supplement the General Terms and Conditions. Client shall already now agree to such amendments and additions.
2.5. Koelewijn en Partners bv expressly rejects in advance the applicability of any general terms and conditions of the Client.
2.6. Once these General Terms and Conditions have applied to a legal relationship between Koelewijn en Partners bv and Client, Client shall be deemed to have agreed in advance to the applicability of the General Terms and Conditions to Agreements concluded and to be concluded thereafter, including amendments and additions to the General Terms and Conditions.
2.7. If and to the extent that any provision of the General Terms and Conditions is nullified or annulled, the other provisions of the General Terms and Conditions shall remain in full force and effect. Koelewijn en Partners bv shall then adopt a new provision to replace the void/annulled provision, observing as much as possible the purport of the void/annulled provision, but that in doing so the voidness/annullability shall be removed.
2.8. In case of conflict between provisions of an Agreement and the General Terms and Conditions, the former provisions shall prevail.
3. Offers/agreement
3.1. All quotations, including offers, of Koelewijn en Partners bv shall be without obligation unless expressly stated otherwise therein. Unless stated otherwise, tenders shall have a validity period of 30 working days, on the understanding that Koelewijn en Partners bv shall always be entitled to amend, suspend, or withdraw tenders.
3.2. Agreements with Client shall only bind Koelewijn en Partners bv and Client after the Agreement has been confirmed by Koelewijn en Partners bv by email or signed by Koelewijn en Partners bv, or after Koelewijn en Partners bv has made it known that it has started implementing the Agreement. In the latter case, not having confirmed or unsigned by Client shall be irrelevant for the fulfilment of the Agreement by Client and Client shall be bound by the Agreement
3.3. Offers and Agreements are based on information provided to Koelewijn en Partners bv by Clients. Client guarantees that Client has provided essential information required for the set-up and execution of the Agreements.
4. Execution of the work
4.1. The time at which work shall be started and the period in which the work shall be carried out shall be determined by Koelewijn en Partners bv in consultation with Client. Execution of agreed work shall only be started after an agreement has been concluded in the manner described in article 3.2, unless expressly agreed otherwise.
4.2. During the execution of the work, Koelewijn en Partners bv shall provide Client with sufficient insight into results and intermediate results so that the working method and progress can be monitored. If it appears during the execution of the work that the agreed time schedule will be exceeded, Koelewijn en Partners bv shall be obliged to inform Client of this in writing at the earliest possible stage. The time schedule indicated by Koelewijn en Partners bv shall never be regarded as a deadline, unless expressly agreed otherwise. If the order is not delivered on time, we shall be placed in default. Exceeding the time schedule, insofar as this remains within reasonable limits, shall not be a reason for the Client to dissolve the agreement. If the time planning is exceeded excessively, Koelewijn en Partners bv shall consult with Client.
4.3. Koelewijn en Partners bv shall be entitled to engage third parties in carrying out the work if we are of the opinion that this contributes to fulfilling the work as well as possible. To support our business operations, we shall also be entitled to use Cloud services.
4.4. Koelewijn en Partners bv shall produce and place advertisements only after written orders based on information provided by the Client. Koelewijn en Partners bv shall not accept any liability for the content and layout of the advertisement.
4.5. The Client shall bear the production and placement costs of an advertisement. The Client shall pay the production and placement costs directly to third parties, unless otherwise agreed with Koelewijn en Partners bv.
4.6. Work shall be carried out by Koelewijn en Partners bv to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The results of application and use of studies and advice provided by Koelewijn en Partners bv shall depend on many factors beyond its control. Koelewijn en Partners bv cannot therefore provide any guarantees regarding the results of the work carried out by Koelewijn en Partners bv. Koelewijn en Partners bv shall have a best-efforts obligation.
4.7. Our records (including emails and digital scans for example of order letters) shall constitute full evidence against you, subject to evidence to the contrary provided by you.
4.8. We may perform and charge you for more work than that for which the Engagement was granted if this work arises from any (inter)national legislation or (professional) regulations applicable to the Engagement.
5. Intellectual property rights
5.1. The (intellectual property) rights, including copyrights to texts, images, design, photos and other (stationary and/or moving) visual material, sound material, formats, software, advice, manuals, reports and other materials, database rights, trademark rights (including domain names) and trade names are vested in Koelewijn en Partners bv or its licensors except for material and information supplied by the Client.
5.2. The Client shall not be allowed to make any information or materials provided by Koelewijn en Partners bv available to third parties in any way, reproduce, distribute, transmit, or otherwise reproduce or in any way incorporate into another document or other material without Koelewijn en Partners bv's prior written consent.
6. Cooperation Client
6.1. Client shall make information and/or resources available at Koelewijn en Partners bv's first request in order to carry out the assigned work. Koelewijn en Partners bv shall also have to be able to count on the timely availability of the employees of the Client's organisation involved in its work. The Client shall guarantee the correctness of the data and/or resources it provides, as well as their timely delivery. If a schedule for the provision of our Services has been drawn up for the Client and the Client does not provide the requested data and/or resources in time, before the deadline communicated by Koelewijn en Partners bv, the obligation for Koelewijn en Partners bv to provide the Services in question shall lapse or Koelewijn en Partners bv may charge additional costs when still providing the Services. Amounts that Koelewijn en Partners bv may charge the Client for these Services in accordance with the Agreement shall remain due by the Client in full observance of the provisions in the previous sentence. The consequences that may arise from not fulfilling or not fulfilling on time any of these obligations shall be borne by the Client.
6.2. If interim changes or facts occur in data, information or wishes previously made available, Koelewijn en Partners bv shall at all times be entitled to adapt the agreement to these circumstances in consultation with the Client.
6.3. If it has been agreed that all or part of the work shall be carried out at the Client's premises, the latter shall undertake to make a space available that allows the work to take place quietly, safely and undisturbed.
6.4. We determine the manner in which and by which persons the Assignment will be performed. In situations where it is explicitly intended that the Services are performed by a certain natural person, the applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
6.5. If what we deliver for Client is placed on Cloud Services controlled by or on behalf of Client, Koelewijn en Partners bv shall remain entitled to access and/or keep a copy of what Koelewijn en Partners bv has delivered, even after the Agreement has been worked out or there is no longer any relationship between Client and Koelewijn en Partners bv, in order to be able to provide operational and/or technical support.
6.6. At your request, data made available by you will be returned after execution of the Order. We shall keep our own (electronic) work file in respect of the Services containing (copies of) relevant documents and files which shall remain our property.
6.7. The Client guarantees that all data, including, but not limited to, company and bank data, to be provided to Koelewijn en Partners bv for the execution of the Agreement are complete, correct and up to date. In addition, Client guarantees that he is (legally) authorised to take up the Services.
6.8. Client shall ensure that the description of the advertisement and/or business information placed, offered for placement or otherwise offered for distribution by him corresponds to reality and is therefore correct, complete and up to date and meets the requirements set for this purpose by Koelewijn en Partners bv. In the advertisement placed, Client may not refer to other advertisements not listed on the Site. By placing the advertisement and/or company information, Client authorises Koelewijn en Partners bv to post these details on the Site or otherwise use them to provide Services.
6.9. Client is responsible for ensuring that the materials and/or information it provides do not infringe on the (intellectual property) rights of third parties and accepts all liability for this.
6.10. Koelewijn en Partners bv reserves the right to shorten, change, refuse or remove (the texts of) advertisements and/or company information (including photo and/or video material) from the Site if this is necessary in the opinion of Koelewijn en Partners bv, without this leading in any way to any right of Client to compensation and/or refund. Removal will be possible, inter alia, in the following cases:
- The advertisement and/or company information is incorrect, incomplete, not current, non-existent and/or not concrete;
- The advertisement contains a reference to other advertisements that are not mentioned on the Site;
- The advertisement and/or company information infringes the (intellectual property) rights of third parties or is otherwise unlawful towards third parties;
- The advertisement and/or company information violates the laws and regulations applicable in the Netherlands, including, but not limited to, the Dutch Advertising Code and the AVG.
6.11. Koelewijn en Partners bv shall be permitted to formulate additional requirements that information placed in media or otherwise shared must comply with after which it shall apply directly.
7. Exclusion
7.1. Koelewijn en Partners bv reserves the right to terminate the Agreement with the Client if the Client acts in any way contrary to these General Terms and Conditions, the AVG, any provision of Dutch law or the etiquette that the Client must observe on the Internet, without prejudice to Koelewijn en Partners bv's right to take further legal action against the Client and claim damages. Amounts that Koelewijn en Partners bv has invoiced before the dissolution in connection with what it has already done or delivered in execution of the Agreement shall, with due observance of the provisions in the previous sentence, continue to be owed in full and shall become immediately payable at the time of dissolution.
8. Confidentiality and GDPR
8.1. Unless any legal provision, regulation or other rule obliges him to disclose, both parties will observe strict confidentiality regarding information about each other's organisations, as well as regarding the project in which parties are involved. Parties may grant each other an exemption in this respect. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
8.2. The login details provided by Koelewijn en Partners bv are Client-specific and not transferable. Client shall treat the login details provided by Koelewijn en Partners bv with care in accordance with the provisions of these General Terms and Conditions as well as the GDPR.
8.3. In executing the Agreement, Koelewijn en Partners bv shall process personal data of the Client to which the GDPR applies. Koelewijn en Partners bv refers Client to the privacy and cookie statement of Koelewijn en Partners bv, posted on the Site, showing how Koelewijn en Partners bv handles the personal data and how Client can make use of the rights granted by the GDPR. If Client provides Koelewijn en Partners bv with personal data of third parties, Client shall ensure that these third parties are informed about the manner of processing as well as the presence of a legally valid basis for processing in accordance with the GDPR.
8.4. Parties acknowledge that in the context of this Agreement, they may obtain confidential data from each other, from Prospective Franchisees and/or other parties. Parties undertake to keep such confidential data confidential. Parties shall keep such data confidential at all times and shall not disclose and/or duplicate such data without the prior express written consent of the relevant other party. Confidential information in the sense of this article also includes all personal data included in our CV database.
8.5. Koelewijn en Partners bv shall send digital newsletters to Client. Client may unsubscribe from these at any time.
8.6. Koelewijn en Partners bv shall be entitled to place Client's name on a reference list and make it available to third parties for information purposes.
8.7. In addition to the confidentiality referred to in this article, both Koelewijn en Partners bv and Client shall comply strictly with the GDPR regarding the data of natural persons and the personal data shall always be secured to a reasonable extent using the latest techniques. Depending on the order and the personal data collected in that context, Koelewijn en Partners bv and Client shall be able to act as processors or responsible or jointly responsible (alternating roles).
8.8. The Parties shall not supply each other with any sensitive personal data and shall not process them for or on behalf of the other party unless the Parties have signed an additional processor agreement for this purpose.
8.9. Insofar as Koelewijn en Partners bv and Client make use of third parties to process the aforementioned personal data, a processor agreement shall in each case have been entered into with the relevant third parties. The parties shall grant each other permission in advance to engage third parties insofar as deemed useful or necessary by the executing party for the purpose of executing the Agreement, whereby the executing party shall impose the same or stricter obligations on the third party it engages as ensue for itself from this Processor Agreement and the GRPR regulations and shall supervise compliance therewith by the third party.
8.10. Insofar as the GDPR is not correctly complied with by either Koelewijn en Partners bv or by Client, and that failure to comply correctly is due to an attributable shortcoming, the attributable failing party shall indemnify the other party for resulting damage and compensate any damage to the other party.
8.11. Parties have the right to supervise compliance with the aforementioned measures (or have them supervised). If requested by the other party, the parties will in any event give each other the opportunity once a year at a time to be determined by the parties in joint consultation, and furthermore if one of the parties sees reason to do so as a result of (suspected) information or privacy incidents, to check this (or have it checked). Parties will comply with any reasonable instructions given by the other party as a result of such an audit to adjust the security policy within a reasonable term.
8.12. The provisions in this article regarding the processing of personal data qualify as a data processing agreement as referred to in the GDPR.
9. Internet use
9.1. The parties may communicate with each other via electronic means of communication. The parties acknowledge that the use of electronic means of communication involves risks such as - but not limited to - distortion, delay, interception, manipulation and viruses. The parties hereby establish that they shall not be liable to each other for any damage suffered by one or all of them as a result of the use of electronic means of communication. This also applies to the use we make of electronic means of communication - in whatever form - in our contacts with third parties. The parties shall do or refrain from doing everything that can reasonably be expected of each of them to prevent the aforementioned risks from occurring.
10. Force majeure
10.1. Neither party shall be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. In the event of force majeure, Koelewijn en Partners bv's obligations shall be suspended and shall revive when fulfilment is reasonably possible again. Force majeure shall include unforeseen circumstances regarding persons and/or material which Koelewijn en Partners bv uses or tends to use in executing the agreement and which are of such a nature that execution of the agreement becomes impossible or so difficult and/or disproportionately expensive that fulfilment of the agreement can no longer reasonably be required. If Koelewijn en Partners bv has already partially fulfilled its obligations when the force majeure occurs or has only been able to partially fulfil its obligations, Koelewijn en Partners bv shall be entitled to separately invoice the advice already provided or the part of the advice to be provided and the Client shall be obliged to pay this invoice as if it were a separate contract.
11. Maintenance
11.1. Koelewijn en Partners bv shall be entitled to (temporarily) take its systems out of operation or restrict their use in case this is necessary for complying with legal requirements, maintenance, or modifying (parts of) its systems, without this resulting in any right of Client to compensation towards Koelewijn en Partners bv.
12. Liability
12.1. The total liability of Koelewijn en Partners bv for direct losses due to attributable shortcomings in fulfilling the Agreement shall be limited to the amount paid by Client to Koelewijn en Partners bv for the Agreement in question during the previous 12 months, as well as to the amount paid out under Koelewijn en Partners bv's professional liability insurance in the case in question.
12.2. Koelewijn en Partners bv shall never be liable for indirect damages, including consequential damages, lost profits, missed savings, damages due to business stagnation and damages due to loss of data.
12.3. The application and use of its advice and Services are entirely at the Client's risk.
12.4. Client shall indemnify Koelewijn en Partners bv against all third-party claims for damages due to a defect or shortcoming in an advice, study or operation provided by Client to a third party that (partly) consisted of what was supplied by Koelewijn en Partners bv.
12.5. Koelewijn en Partners bv shall not be liable for costs and damages resulting from mutilation, destruction, or loss of files and/or other information carriers of the Client, as these shall always be deemed to be copies of the originals in the possession of the Client.
12.6. You and/or any other entity in your group shall exercise any rights of action and recourse exclusively against us and not against our (directors of) shareholders, directors, or employees.
12.7. The limitations of liability for direct and/or indirect damage included in these terms and conditions shall not apply in cases where the damage is due to intent or gross negligence of Koelewijn en Partners bv or its subordinates.
13. Duty to investigate
13.1. When placing the advertisements and/or company information, Client shall be obliged to investigate whether these details comply with the Agreement. If this is not the case, Client shall be obliged to send any complaints, stating reasons, by e-mail within 8 days of the placement of the advertisement and/or business information in question to the address of Client's account manager with the CC info@koelewijn.nl.
13.2. If the ad and/or company information placed does not comply with the Agreement, Koelewijn en Partners bv shall at its discretion only be obliged to repair or change the (text of the) ad and/or company information or replace the ad and/or company information placed.
14. Terms of payment
14.1. Client must pay the amount due for the Services within fourteen
(14) days after the invoice date in accordance with the terms and conditions stated on the invoice or otherwise agreed in writing and on other terms agreed in writing.
14.2. Client shall, if Client has not cancelled an appointment scheduled with us at least 24 hours before the scheduled appointment was to take place, reimburse Koelewijn en Partners bv for the time of the scheduled appointment at the usual prevailing hourly rate of the scheduled persons. The above applies in full in the situation where a fixed price applies to the order.
14.3. All prices stated are in Euro and exclusive of VAT, unless otherwise stated.
14.4. If the term of payment is exceeded, Client shall owe interest of 1% per month, unless the legal interest rate is higher in which case the legal interest rate shall apply. This interest shall be due by Client solely by exceeding the payment term, such without the need for a demand for payment or notice of default. In addition, Koelewijn en Partners bv shall be entitled to suspend execution of the Agreement as long as Client has not fulfilled the relevant payment obligation.
14.5. If Koelewijn en Partners bv is forced to call in legal assistance to collect amounts owed to it, all costs incurred for this, both extrajudicial and judicial, shall be reimbursed to Koelewijn en Partners bv by the relevant Client. The extrajudicial costs shall be deemed to be at least 15 percent of the amount to be claimed with a minimum of €250.
14.6. If the work resulting from an agreement requires advance payments to third parties, Koelewijn en Partners bv shall be entitled to demand advance payment from the Client in the amount of the amounts to be paid to third parties.
14.7. If Client pays by direct debit the (partial) amount due for the Services, Client shall ensure sufficient bank balance around the agreed collection date.
14.8. In the absence of a payment on the due date, Client shall be in default by operation of law, therefore without further notice of default being required. In such case Koelewijn en Partners bv's total claim, including invoices whose due date has not yet expired, shall be immediately due and payable at once.
14.9. If there are good reasons to doubt that Client will not meet his obligations on time and/or in full, Client shall be obliged at Koelewijn en Partners bv's first request to provide security in the form desired by Koelewijn en Partners bv.
14.10. If Client does not comply with the request mentioned in the previous paragraph within 14 days, Koelewijn en Partners bv shall be entitled to suspend execution of the Agreement for as long as Client has not complied with the request.
14.11. Koelewijn en Partners bv shall have the right against Client who has not paid on time, without prejudice to its other rights, to suspend further execution of the order; and to consider the order as dissolved insofar as it has not been executed, without further notice of default or judicial intervention being required, all this without prejudice to Koelewijn en Partners bv's right to compensation for damages as a result of the dissolution of the orders as well as the other rights stipulated in these General Terms and Conditions.
14.12. Koelewijn en Partners bv is entitled to adjust its rates annually. In case of unchanged services, the increase will be a maximum of twice the inflation rate (CPI) as estimated by the CBS (Statistics Netherlands).
15. Duration and (interim) termination
15.1. Each Fixed Term Agreement shall be entered into for the period indicated therein. Premature termination is not possible, except for the situations mentioned in articles 15.2 and 15.5.
15.2. Agreements entered into for an indefinite period can be terminated with a notice period of 1 month before the start of the next invoice period.
15.3. Each of the parties shall also be entitled to dissolve the Agreement if the other party, even after a proper written notice of default which is as detailed as possible and which sets a reasonable term for remedying the failure, continues to fail culpably in the fulfilment of obligations under the Agreement.
15.4. If, at the time of dissolution as referred to in article 15.1, Client has already received performances in execution of the Agreement, these performances and the related payment obligations shall not be the object of undoing, unless Koelewijn en Partners bv is in default regarding these performances.
15.5. If either party becomes bankrupt, applies for a moratorium, or ceases its business operations, the other party shall be entitled to terminate the Agreement without observing a notice period, all this without prejudice to its rights.
16. Staff
16.1. During one year after termination of the assignment, parties shall not conclude an employment contract, under any denomination, with staff members who are or have been employed by the other party or who were directly or indirectly involved in the assignment, irrespective of whether the initiative to approach came directly from this person, unless the other party declares in writing that it has no objection to this.
17. Miscellaneous
17.1. These General Conditions and the Agreements of which these General Conditions form a part shall be governed by Dutch law. Any disputes shall initially be solved in good faith and, if that fails, shall be submitted to the District Court of Midden-Nederland, location Utrecht. The General Terms and Conditions may be amended by Koelewijn en Partners bv at any time. Koelewijn en Partners bv therefore recommends reviewing the General Terms and Conditions regularly.