Terms & Conditions

DEFACTO PARTNERS B.V. is a limited liability company established under the laws of the Netherlands, registered with the Trade Register of the Chamber of Commerce in Amsterdam under number 51042118, (hereinafter referred to as: “DEFACTO PARTNERS”).
These general terms and conditions govern the provision of services by DEFACTO PARTNERS such to include those services rendered in capacity of strategy or IT advisor, and other functions.
The applicability of other general terms and conditions, such as those of the client, is explicitly excluded. Under exclusion of the Articles 7:404, 7:407 sub 2 and 7:409 of the Dutch Civil Code, all work shall be exclusively accepted and performed by DEFACTO PARTNERS unless agreed otherwise in writing.
These general terms and conditions also relate to:
i) all employees and others who are or have been in whatever way working for or in the employment of or related to DEFACTO PARTNERS, ii) all directors and legal representatives of DEFACTO PARTNERS.
The performance of the instructions given to DEFACTO PARTNERS is exclusively for the benefit of the client. Third parties have no rights or claims whatsoever related to the performance of such services.
Any professional liability of DEFACTO PARTNERS is limited up to 20% of the amount that DEFACTO PARTNERS has billed in that particular assignment up to a maximum of EUR 5.000,--.
Any claim against DEFACTO PARTNERS and/or against the parties mentioned in article 4 of these general terms and conditions will become time-barred 6 months after the claimant-party becomes or should have become aware of the fact giving rise to the damage.
If in the performance of the services rendered or otherwise damages are inflicted to persons or goods for which DEFACTO PARTNERS is liable, such liability shall be limited to the amount or amounts paid out in the particular case under the general liability insurance policy(ies) DEFACTO PARTNERS has entered into. If for whatever reason no amount is paid out under the insurance policy, all liability is limited up to EUR 5.000,--.
In connection with its services, DEFACTO PARTNERS is authorised to use the services of third parties. DEFACTO PARTNERS is not liable for any shortcomings on the part of such third parties.
The exclusions of liability described in these general terms and conditions apply to all events, acts and omissions and also apply without exception to the improper functioning of equipment, software, databases, registers or other media used by DEFACTO PARTNERS in the performance of its services as well as to any interception of audio and/or data transmissions by telephone, fax or e- mail. All e-mail, data, audio, fax and telephone transmissions and communications are unencoded.
DEFACTO PARTNERS and the parties mentioned in article 4 hereof are bound by the obligation to keep confidential any and all information regarding the client and the nature of the services provided, except in the event that mandatory law requires such information be disclosed.
The term of payment shall be 14 days after the invoice date. Payment must be made in the manner stated in the invoice. If payment is not made, the client shall be in default by operation of law and shall owe overdue payment of legal interest. The costs of collection measures –at a minimum, 15% of the outstanding balance shall be charged to the client.
Prior to or in order to continue its provision of services, DEFACTO PARTNERS shall at all times be entitled to demand from the client one or more advance payments, which will be set off. In the event of default in payment of same, DEFACTO PARTNERS shall be authorised, after prior notification, not to commence, to suspend, or to cease its work. Unless explicitly agreed upon otherwise the advance payment shall be set off against the final invoice. Also, DEFACTO PARTNERS is entitled to set off the advance payment against any other invoice not paid by the client. DEFACTO PARTNERS is entitled to alter the fees with effect from a future date.
The legal relationship with and the services rendered by DEFACTO PARTNERS shall be exclusively governed by Dutch law. Disputes shall be exclusively resolved by the competent Dutch court in Amsterdam.