General Terms and Conditions
A. General
+James performs services of a mediatory, promotional and co-ordinating nature. Amongst others, she offers her members convenience and facilitary services.
+James offers several standardized and custom services. The services that have been ticked are applicable to you.
Standard services:These services are subject to the +James General Terms and Conditions found below.
Custom services: These services are subject to the supplier’s General Terms and Conditions. A separate agreement will be concluded with you.
B. General Terms and Conditions
Article 1. Explanation
1.1 +James is part of Verwey Vastgoed, a limited company (Dutch: Besloten Vennootschap) in Rotterdam which mediates between various service organizations and +James opposite party regarding several service-related activities.
Article 2. Applicability
2.1 These general Terms and Conditions are applicable to all offers, tenders, instructions, contracts and agreements which are entered into by +James regarding the performance of the services concerned.
2.2 In view of the diversity of the services performed by James, the General part of these terms and conditions (articles 1 through 16) is applicable to all agreements.
Article 3. Entering into an agreement
3.1 An agreement is entered into by way of confirmation of an instruction, a signed offer, by online agreement to these Terms and Conditions (online: by ticking the box on www.plusjames.nl which is required when registering for the +James services) or by the commencement of services by +James without the opposite party protesting immediately after being informed hereof.
3.2 In these Terms and Conditions the opposite party is defined as: he who enters into an agreement with +James and/or he who, via mediation by +James, enters into an agreement with one of +James’s suppliers.
3.3 The opposite party will provide +James, to the best of her knowledge and ability, with all information and co-operation which is necessary for the execution of the agreement.
Article 4. Offers
4.1 Offers submitted by James are without obligation. If an offer is accepted by the opposite party, +James reserves the right to recall the offer if it turns out that the information provided by the opposite party in incorrect or incomplete.
4.2 The offers submitted by +James’s suppliers are without obligation. If an offer is accepted by the opposite party, +James’s supplier reserves the right to recall the offer if it turns out that the information provided by the opposite party in incorrect or incomplete.
Article 5. Circumstances beyond control
5.1 If +James, due to circumstances beyond her control, is prevented from executing the agreement in part or in whole, she is authorized to suspend or terminate the agreement according to her preference. No legal intervention is necessary and +James is not committed to any form of guarantee or compensation. However, within reasonable bounds +James will compensate the opposite party for any damages incurred.
5.2 Circumstances beyond control include, amongst others: any circumstance limiting the execution of the agreement, even if the circumstance was foreseeable at the time the agreement was entered into: fire; war; demonstrations; riots; threat of war; emergency situations; mobilization; enemy action; embargo; extreme weather conditions; company malfunctions; energy crises; inordinate absenteeism of +James personnel; transport difficulties; involuntary disruptions.
Article 6. Third parties
When providing advice about third parties which may be used by the opposite parties, +James will exercise due care. +James explicitly rejects any liability for third parties and their activities.
Article 7. Liability
7.1 Liability of +James is limited to the amount paid by the applicable liability insurance.
7.2 +James is only liable for damages caused by her or her employees through intentional act or omission or through recklessness during the performance of a service.
7.3 +James is not liable for damages caused by persons acting under her instruction through intentional act or omission or through recklessness during the performance of a service.
7.4 If the applicable liability insurance of +James decides not to pay out for whatever reason, the liability of +James is limited to the amount charged to the opposite party in relation to the service performed, with a maximum of € 5000,-.
7.5 The aforementioned liability articles remain in force even if, despite the rejection mentioned in article 6, +James is held liable for third parties.
7.6 If +James is to be held liable by an opposite party or a third party, this needs to be done within one month of the moment that the opposite party or third party can reasonably be expected to know about the incident causing the liability. If this condition is not met, liability will not be accepted by James.
7.7 Claims or other requirements by the opposite party or a third party against James relating to an agreement become void one month after the moment the opposite party of the third party could reasonably be expected to know about the claims or other requirements.
Article 8. Prepayment
+James may, in the context of an agreement with the opposite party, request a prepayment and keep this for the duration of the agreement. After termination of her services, +James will settle the prepayment with her last invoice.
Article 9. Prices
9.1 The prices mentioned by James are inclusive of VAT and other rates or taxes set by the government, unless stated differently.
9.2 Changes, increases or imposition of taxes, levies or other legally required charges which occur after the offer has been extended or the agreement has been entered into, will be charged to the opposite party by +James.
9.3 If the opposite party does not pay the full invoiced amount within the time period agreed upon, she will be held in default and James is entitled to charge interest over the remaining amount, without further legal intervention, from the date of default. The interest amounts to 2% per calendar month, where part of a month is counted as a full month.
Article 10. Complaints
Within 3 working days after termination of the activities performed by +James or her suppliers, any complaints should be communicated in writing to +James. Complaints received after this period will not be dealt with.
Article 11. Late payments
11.1 In case of late payment of an invoice by the opposite party, +James may terminate all agreements with the party concerned without further discussion, notification or notice of default.
11.2 The opposite party is obliged to communicate any questions or remarks about a +James invoice, in writing and reasoned, to James within 3 working days of receipt of the invoice. James will then reply, stating its reasons. In no case will the opposite party be justified in postponing its payments to +James.
11.3 Costs incurred by James due to having to remind the opposite party of its obligations towards +James, will always be borne by the opposite party. These costs may include: legal costs, bailiff or collection costs or extrajudicial costs. The extrajudicial costs, with a minimum of € 60,- which need not be motivated, amount to 15% of the contract amount and are payable whenever the claim is passed on for collection, whether or not the opposite party is notified of this.
Article 12. Deviation from these Terms and Conditions
Deviation from these Terms and Conditions is only valid when agreed upon in writing between both parties.
Article 13. Perpetual clause
If a company is transferred in full or in part to another owner, or if there is a significant change within the company where activities supplied by +James are involved, the opposite party is obligated to enforce these clauses on upon its successor.
Article 14. Termination
Without prejudice to the other articles in these Terms and Conditions, James is entitled to suspend or terminate the agreement without notice or legal intervention, if the opposite party:
1. Is in default of her obligations; 2. Is declared bankrupt or is requested to do so; 3. Is granted (temporary) suspension of payments, or has requested such; 4. Is subject to an extrajudicial settlement of debts, or has been requested to do so; 5. Ceases doing business in part or in full; 6. Loses a license, dispensation or registration necessary to its business; 7. Has been subject to an attachment order or warrant of execution, for whatever reason; 8. Dies or commences the (partial) liquidation of his company and/or assets; 9. is sentenced to an unconditional prison sentence, or is otherwise deemed incapable of complying with the obligations set forth in the agreement.
If one of the aforementioned situations is applicable, +James also reserves the right to claim compensation for direct and indirect damages, costs and interest.
Article 15. Legal government
The legal relationship between opposite party and +James is subject to Dutch law. Any conflicts arising from this relationship will be judged solely by the Court of Law in Rotterdam.
Article 16. Other
If any part of these Terms and Conditions is declared void or annulled, the other articles of the Terms and Conditions will remain in full force and parties are obliged to strive towards mutual agreement upon a replacement article which is valid and which is as close as possible to the original intentions of the parties.
This document is a translation of the Dutch language version of the Terms and Conditions (Algemene Voorwaarden +James February 2018). In case of any discrepancy between the original Dutch version and this translation, the Dutch version will be leading.