General provisions:

Article 1. Definitions:

1.1
General Terms and Conditions: the current General Terms and Conditions, irrespective of the form in which they are presented (either on paper or electronically, for example on the Internet website www.boxx-expat.eu).

1.2
BOX² expat solutions (hereinafter abbreviated as: BOX²): name of the private company with limited liability BOX².

1.3
Client: the party established or residing in the Netherlands or of Dutch nationality to whom the offer of BOX² is made, with whom BOX² has concluded the Agreement or on whose behalf the juristic act is/is being performed based whereon Services are provided to this party.

1.4
Services: all work and other activities that are the subject of any offer, quotation, agreement or other juristic act in the relationship between BOX² and the Client.

1.5
Documentation: all information made available by the Client to BOX², as well as information obtained by BOX² in the course of its activities.

Article 2. Conclusion and content of the Agreement

2.1
The General Terms and Conditions apply to and are part of all offers, quotations, agreements and other juristic acts, irrespective of whether these were made verbally, in writing, electronically or in any other form, concerning the provision of Services by BOX² to or on behalf of the Client.

2.2
The General Terms and Conditions also apply to Services BOX² has obtained partly or entirely from third parties and has passed on, either or not processed, to the Client, as well as to Services that a third party provided to the Client on BOX²’s orders for the performance of the offer, quotation, agreement or other juristic act.

2.3
The applicability of any general terms and conditions to which the Client might refer is explicitly rejected and will lapse on the conclusion of an agreement with BOX².

2.4
Each deviation from these conditions should be agreed in writing and will not create a precedent for future agreements.

2.5
An agreement is formed through BOX²’s acceptance of an order provided by the Client, or the moment BOX² starts to carry out the order.

2.6
Any parts of the confirmation that are clearly based on a mistake or constitute writing- or calculating mistakes do not bind BOX² and do not give the Client any claim.

2.7
The Agreement is concluded for an indefinite period unless a definitive period was agreed because of the purpose of the order.

2.8
If one or several articles of these conditions is/are declared invalid the other provisions of these General Terms and Conditions will remain in full force. At such a time, parties will agree on new provisions to replace the provisions that were set aside or are null and void, while considering as much as possible the purpose and purport of the provisions that were set aside or are null and void.

Article 3. General obligations of the Client.

3.1
The Client is obliged always to provide BOX² with timely and complete Documentation as necessary for the proper execution of the Agreement. The Client is obliged to inform BOX² immediately if the Documentation has changed in the meantime.

3.2
BOX² is entitled to delay the performance of its activities as long as the Client fails to meet his obligations as outlined in article 3.1.

3.3
The Client is responsible for the correctness and completeness of the Documentation it provides to BOX². BOX² is not liable for damage caused by the Client’s provision of incorrect or incomplete information to BOX².

3.4
On the Client’s request all information made available by the Client to BOX² will be returned to the Client.

Article 4. Execution of the Agreement

4.1 BOX² determines the manner in which the Agreement will be executed.

4.2 BOX² is entitled to engage third parties in the execution of the Agreement, also without consulting the Client.

4.3
A standard part of the order confirmation is an outline of the nature of the activities in question, a list of persons and third parties to be involved and an overview of the costs.

4.4
If during the execution of the Agreement BOX² carries out activities for the Client that do not fall into the scope of that which was ordered in the Agreement, with BOX² making notes thereof, which relate to the work for the Client or the execution thereof by BOX², these activities will be assumed to have been carried out for the Client as isolated incidents.

Article 5. Confidentiality and exclusivity

5.1 Irrespective of the provisions in article 5.2, BOX² has a duty of confidentiality towards any third parties not involved in the execution of Agreement, unless BOX² is obliged to provide specific confidential Documentation based on the law. This duty of confidentiality pertains to all confidential Documentation as provided by the Client and also to the results obtained there from.

5.2
BOX² is entitled to use Documentation it has obtained during the execution of the Agreement for statistical purposes, on condition that the results cannot be related to individual cases.

5.3
BOX² is not entitled to use confidential information it has obtained from the Client for any other purpose than the one for which this Documentation is intended.

Article 6. Intellectual property

6.1
All rights of intellectual or industrial property on any analyses, models, programmes, documents and other matters made available by or supplied by BOX², as well as any preparatory materials thereof (together to be termed: ”Information”) rest exclusively with BOX², unless explicitly agreed otherwise.

6.2
The Client is not permitted to make the Information available to third parties, to reproduce that Information or to make copies or have copies made thereof.

6.3
The Client is not permitted to inform third parties about the rights as outlined under 6.1.

6.4
In case of a breach of the provisions under 6.1, 6.2 and 6.3 the Client will be liable for the damage and will immediately forfeit an agreed fine in the amount of € 10.000, which will become due and payable to BOX². Parties hereby explicitly rule out the possibility of any court procedure, with the exception of the right of BOX² to hold the Client liable for the damage that BOX² may incur because of this.

Article 7. Force majeure

7.1
There will be no attributable shortcoming on the side of BOX² in case of force majeure.

7.2
If the period of force majeure has continued beyond thirty (30) consecutive days the Client has the right to dissolve the Agreement in writing out of court without BOX² being held to pay any compensation for the damage the Client incurs as a result of the dissolution. BOX² is entitled to payment by the Client of all Services provided to the Client up to the moment of dissolution.

Article 8. Rates

8.1
Before commencement of the activities BOX² can demand that the Client provide an advance payment. Not until the advance is received by BOX² will BOX² start the activities. The sum of the advance will be determined by BOX² based on reasonableness and fairness.

8.2 
All rates stated by BOX² are in Euros, unless otherwise explicitly stated in writing.

8.3 
All rates mentioned by BOX² are exclusive of turnover tax (VAT) and any other government levies, as well as exclusive of travel and accommodation expenses, unless otherwise explicitly stated in writing.

8.4
BOX² is entitled to adjust its rates at any time. Unless it is explicitly agreed in writing that rates apply for a specific period, price changes announced in regard to the provision of Services will become effective 2 (two) months after their announcement.

8.5
If, in consultation with the Client, the original Agreement between BOX² and the Client is deviated from, costs for additional work that may ensue from this will be charged to the Client against the rates that apply at the time of its execution.

8.6
All activities, costs and expenses will be charged to the Client based on advance payment or will be charged afterwards, in principle monthly, at the discretion of BOX². The term of payment is one month from the invoice date. In case the Client is in default of timely payment the legal provision in Book 6 section 119 under a of the Dutch Civil Code applies.

8.7
If the Client remains in default of payment of the sum owed increased by the statutory trade interest, BOX² may present the claim for collection. In that case, beside payment of the principal sum and the statutory interest thereon the Client will be obliged to pay all extra-judicial and any judicial costs, explicitly in addition to any costs established in law. The sum of these costs will be a minimum of 15% of the principal sum.

8.8
If an agreement was concluded between BOX² and several Clients jointly, the Clients will be severally liable for the sum owed to BOX².

Article 9. Claims

9.1
All objections of the Client against an invoice of BOX² or a sum automatically collected by BOX² should be reported to BOX² in writing no later than 14 (fourteen) days after the invoice date or the date of automatic collection. If the aforementioned objections of the Client are not reported within the 14 (fourteen) days noted hereinto before the invoiced or collected amount will be deemed to have been accepted by the Client.

9.2
Should the Client believe that a Service rendered by BOX² does not comply with what parties agreed in that respect, the Client should notify BOX² thereof in writing no later than 14 (fourteen) days after delivery, or 14 (fourteen) days after the moment at which the Client could have reasonably been aware of the defect established by him.

9.3
A complaint as outlined in article 9.2 will not release the Client from his payment obligations.

Article 10. Liability

10.1
For its provision of Services BOX² will accept liability only up to the sum paid to it in pursuance of its professional liability insurance, increased by the excess.

10.2
If, for whatever reason, no payment in pursuance of said insurance should take place, each liability will be restricted to the sum charged by BOX² for the order in question in the year in question, up to a maximum of € 25,000.00.

10.3
BOX² is liable for shortcomings of agents and third parties only to the extent that the damage that ensues from such shortcomings can be recovered from the agents or third parties in question. BOX² is authorised to accept possible liability restrictions on the part of agents and third parties on behalf of the Client.

10.4
The Client will indemnify BOX² against all third-party claims, including any costs incurred by BOX² in relation to these, which are related in some way or other to the activities carried out for the Client, except in case of malicious intent or gross negligence on the part of BOX².

10.5
Liability of BOX² for indirect damage, including consequential damage, lost profits and missed savings, is excluded.

10.6
The Client should report any damage to BOX² in writing, inside 14 (fourteen) days after the damage occurs or is discovered, this on penalty of forfeiting the right to compensation.

10.7
At all times, the Client is obliged to offer BOX² the opportunity to repair shortcomings in the execution of its activities.

10.8
BOX² is not liable for damage to or loss of Documentation as a result of fire, theft etc. or during its transport or dispatch by mail, irrespective of whether the documents in question were sent by order of the Client, BOX² or a third party.

Article 11. Dissolution

11.1
BOX² is entitled to dissolve the Agreement entirely or in part without notice of default being required and without judicial intervention, irrespective of the right of BOX² to compensation, as soon as: a. the Client fails to meet one or several obligations that ensue from the Agreement, or BOX² has grounds to fear such non compliance and the Client fails to lift the default or provide sufficient security within 7 (seven) days after notification in writing by registered mail; b. the Client files for a (provisional) suspension of payments or for bankruptcy, is declared bankrupt, transfers, winds up or closes down his business or parts thereof; c. a prejudgment or  executory attachment is levied on goods of the Client, which attachment is not lifted within a reasonable term of 14 (fourteen) days.

11.2
BOX² should confirm the entire or partial dissolution of the Agreement in a letter sent to the Client by registered mail.

11.3
Claims of BOX² on the Client that result from the entire or partial dissolution of the Agreement are immediately due and payable.

Article 12. Postponement

12.1
BOX² is authorised to postpone the fulfilment of its obligations under the Agreement whenever the Client fails to meet his obligations.

12.2
BOX² is not liable for damage or loss incurred by the Client in case the provision in article 12.1 applies.

Article 13. Disputes

13.1
The offers, quotations, agreements and other juristic acts related to the provision of Services by BOX² are governed by Dutch law.

13.2
Disputes between BOX² and the Client that ensue from or relate to the offers, quotations and agreements and other juristic acts concerning the provision of Services by BOX², will be submitted exclusively to the competent District Court.

13.3
For the benefit of foreign clients the original Dutch General Terms and Conditions were translated into English. In case of any difference(s) between the English and the Dutch text the Dutch text will be binding. August 2007