Terms and conditions

GENERAL TERMS AND CONDITIONS VRJD CONSULTANCY

Email: info@vrjdconsultancy.com
Website: www.vrjdconsultancy.com

Definitions
1. VRJD Consultancy: VRJD Consultancy BV. Established in Amsterdam Chamber of Commerce no. 86121855
2. Customer: the party which VRJD Consultancy has entered into an agreement with.
3. Parties: VRJD Consultancy and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

Applicability
1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and
deliveries of services or products by or on behalf of VRJD Consultancy.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms
and conditions of the customer or of third parties.

Offers and quotations
1. Offers and quotations from VRJD Consultancy are without engagement, unless expressly stated
otherwise.
2. An offer or quotation is valid for a maximum period of 1 month from its date, unless another
acceptance period is stated in the offer or quotations.
3. If the customer does not accept an offer or quotation within the applicable time frame, the offer
or quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this
explicitly and in writing.

Acceptance
1. Upon acceptance of a quotation or offer without engagement, VRJD Consultancy reserves the right
to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any
obligations towards the customer.
2. Verbal acceptance of the customer only commits VRJD Consultancy after the customer has
confirmed this in writing (or electronically).

Prices
1. All prices used by VRJD Consultancy are in euros or cryptocurrency, are inclusive of VAT and
exclusive of any other costs such as administration costs, levies and or transport expenses, unless
expressly stated otherwise or agreed otherwise.
2. VRJD Consultancy is entitled to adjust all prices for its products or services, shown in its shop, on
its website or otherwise, at any time.
3. The parties agree on a total price for a service provided by VRJD Consultancy. This is always a
target price, unless the parties have, explicitly agreed upon in writing on a fixed price, which cannot
be deviated from.
4. VRJD Consultancy is entitled to deviate up to 10% of the target price.
5. If the target price exceeds 10%, VRJD Consultancy must let the customer know in due time why a
higher price is justified.
6. If the target price exceeds 10%, the customer has the right to cancel the part of the order that
exceeds the target price by 10%.
7. VRJD Consultancy has the right to adjust prices annually.
8. VRJD Consultancy will communicate price adjustments to the customer prior to the moment the
price increase becomes effective.
9. The consumer has the right to terminate the contract with VRJD Consultancy if he does not agree
with the price increase.

Payments and payment term
1. VRJD Consultancy may, at the conclusion of the agreement, require a down payment of up to 50%
of the agreed amount.
2. The customer must have paid the full amount within 14 days, after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not
paid the agreed amount at the latest on the last day of the payment term, he is legally in default,
without VRJD Consultancy having to send the customer a reminder or to put him in
default.
4. VRJD Consultancy reserves the right to make a delivery conditional upon immediate payment or to
require adequate security for the
total amount of the services or products.

Consequences of late payment
1. If the customer does not pay within the agreed term. VRJD Consultancy is entitled to charge an
interest of 2% per month for non-commercial transactions and an interest of 8% per month for
commercial transactions from the day the customer is in default, whereby a part of a month is
counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged
to pay any compensation to VRJD Consultancy.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection
costs.
4. If the customer does not pay on time, VRJD Consultancy may suspend its obligations until the
customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the
customer, the claims of VRJD Consultancy on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by VRJD Consultancy,
he is still obliged to pay the agreed price to VRJD Consultancy.

Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this
agreement.
Settlement
The customer waives his right to settle any debt to VRJD Consultancy with any claim on VRJD
Consultancy

Insurance
1. The customer undertakes to insure and keep insured the following items adequately against fire,
explosion and water damage as well as theft goods delivered that are necessary for the execution of
the underlying agreement.
• Goods being property of VRJD Consultancy that are present at the premises of the customer.
• Goods that have been delivered under retention of title costs and or extra hours will be
charged to the customer.
• Goods that have been delivered under retention of title.
2. At the first request of VRJD Consultancy, the customer provides the policy for these insurances for
inspection.

Performance of the agreement
1. VRJD Consultancy executes the agreement to the best of its knowledge and ability and in
accordance with the requirements of good workmanship.
2. VRJD Consultancy has the right to have the agreed services (partially) performed by third
parties.
3. The execution of the agreement takes place in mutual consultation and after written
agreement and payment of the possibly agreed advance by the customer.
4. It is the responsibility of the customer that VRJD Consultancy can start the implementation of
the agreement in time, the resulting additional cost and/or extra hours will be charged to the
customer.

Duty to inform by the customer
1. The customer shall make available to VRJD Consultancy all information, data and documents
relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data
and documents made available, even if they originate from third parties, unless otherwise ensuing
from the nature of the agreement.
3. If and insofar as the customer requests this VRJD Consultancy will return the relevant documents.
4. If the customer does not timely and properly provides the information, data or documents
reasonably required by VRJD Consultancy the execution of the agreement is delayed because of this,
the resulting additional costs and extra hours will be charged to the customer.

Duration of the service agreement
1. The agreement between VRJD Consultancy and the customer is entered into for an indefinite
period of time, unless it results otherwise from the nature of the agreement, or the parties have
expressly agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended
contract at the end of the term, unless 1 of the parties terminates the contract with due observance
of a notice period of 3 month(s), or if a consumer terminates the agreement with due observance of
a notice period of 1 month causing the agreement to end at the end of the fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict
deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must
give VRJD Consultancy a written reasonable term to terminate the activities, before it may either
terminate the contract or claim damages.

Cancellation of the contract for an indefinite period of time
1. The customer can terminate an agreement that has been concluded for an indefinite period at any
time with due observance of a notice period of 3 months.
2. A consumer has the right to terminate an agreement for an indefinite
period with due observance of a notice period of 1 month.

Confidentiality
1. The client keeps any information he receives (in whatever form) from VRJD Consultancy
confidential.
2. The same applies to all other information concerning VRJD Consultancy of which he knows or can
reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may
cause damage to VRJD Consultancy.
3. The customer takes all necessary measures to ensure that he keeps the information referred to in
paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information:
• which was already made public before the customer heard this information or which later
became public without being the result of a violation of the customer’s duty to
confidentiality.
• Which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying
agreement and for a period of 5 years after the end thereof.

Penalties
1. If the customer violates the articles of these general terms and conditions about secrecy or
intellectual property, then he forfeits on behalf of VRJD Consultancy an immediately due and payable
fine of € 1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each
violation and in addition an amount of 5% of the aforementioned amount for each day that this
violation continues.
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine
referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other
rights of VRJD Consultancy including its right to claim compensation in addition to the fine.

Indemnity
The customer indemnifies VRJD Consultancy against all third-party claims that are related to the
products and/or services supplied by VRJD Consultancy.

Complaints
1. The customer must examine a product or service provided by VRJD Consultancy, as soon as
possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect
from the agreement, the customer must inform VRJD Consultancy of this as soon as possible, but in
any case, within 1 month after the discovery of the shortcomings.
3. Consumers must inform VRJD Consultancy of this within two months after detection of the
shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that VRJD
Consultancy is able to respond adequately.
5.The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to VRJD Consultancy being
forced to perform other work than has been agreed.

Giving notice
1. The customer must provide any notice of default to VRJD Consultancy in writing.
2. It is the responsibility of the customer that a notice of default actually reaches VRJD Consultancy
(in time).

Joint and several Client liabilities
If VRJD Consultancy enters into an agreement with several customers, each of them shall be jointly
and severally liable for the full amounts due to VRJD Consultancy under that agreement.
Liability of VRJD Consultancy
1. VRJD Consultancy is only liable for any damage the customer suffers this damage is caused by
intent or gross negligence.
2. If VRJD Consultancy is liable for any damage, it is only liable for direct damages that results from
or is related to the execution of an agreement.
3. VRJD Consultancy is never liable for indirect damages, such as consequential loss, lost profit. lost
savings or damage to third parties.
4. If VRJD Consultancy is liable, its liability to the amount paid by a closed (professional) liability
insurance and in the absence of (full) payment by an insurance company of the damages the amount
of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative
and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the
agreement and/or suspension of any obligation.

Expiry period
Every right of the customer to compensation from VRJD Consultancy shall, in any case, expire within
12 months after the event from which the liability arises directly or indirectly. This does not exclude
the provisions in article 6:89 Dutch Civil Code.

Dissolution
1. The customer has the right to dissolve the agreement if VRJD Consultancy imputably fails in the
fulfillment of his obligations, unless this shortcoming does not justify termination due to its special
nature or because it is of minor significance.
2. If the fulfillment of the obligations by VRJD Consultancy is not permanent or temporarily
impossible, dissolution can only take place after VRJD Consultancy is in default.
3. VRJD Consultancy has the right to dissolve the agreement with the customer, if the customer does
not fully or timely fulfill his obligations under the agreement, or if circumstances give VRJD
Consultancy good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force majeure
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of VRJD Consultancy in
the fulfillment of any obligation to the customer cannot be attributed to VRJD Consultancy in any
situation independent of the will of VRJD Consultancy, when the fulfillment of its obligations towards
the customer is prevented in whole or in part or when the fulfillment of its obligations cannot
reasonably be required from VRJD Consultancy.
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state
of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force
majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power,
electricity, internet, computer or telecoms; computer viruses, strikes, government measures,
unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which VRJD Consultancy cannot fulfill one or
more obligations towards the customer, these obligations will be suspended until VRJD Consultancy
can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties
may dissolve the agreement in writing in whole or in part.
5. VRJD Consultancy does not owe any (damage) compensation in a situation of force majeure, even
if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to
change or supplement its contents, the parties shall timely and in mutual consultation adjust the
agreement accordingly.

Changes in the general terms and conditions
1. VRJD Consultancy is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by VRJD Consultancy with the customer in advance as
much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the
general terms and conditions.

Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with VRJD Consultancy to
third parties without the prior written consent of VRJD Consultancy.
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch
Civil Code.

Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will
not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes
closest to what VRJD Consultancy had in mind when drafting the conditions on that issue.

Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where VRJD Consultancy is established is exclusively competent in
case of any disputes between parties, unless the law prescribes otherwise.