General Terms & Conditions
Article 1: EC LEGEND
1.1 EC Legend B.V. is a Dutch company with private limited liabilities.
1.2 EC Legend B.V. is registered at the Dutch Chamber of Commerce with number 54626889.
Article 2: Scope
2.1 The clauses in these General Terms and Conditions have been included not only for the benefit of EC Legend, but also for the benefit of all persons working for EC Legend or persons that have been working for EC Legend and all persons engaged by EC Legend in the execution of any instructions and all persons for whose acts or omissions EC Legend could be liable.
2.2 These General Terms and Conditions are applicable to all propositions of and agreements with EC Legend, to all possible follow-up propositions, and or agreements and all other (related) activities/agreements.
2.3 These General Terms and Conditions have been drawn up in Dutch and in various other languages. The Dutch text shall be binding in the event of any difference in content or tenor.
Article 3: The agreement
3.1 The agreement enters into effect on the moment EC Legend and the Principal signed an engagement letter, or the Principal gives EC Legend the confirmation of assignment. This applies even if the Principals’ explicit or implicit intention was that a specific person carries out the instructions. The effect of Article 7:404 of the Dutch Civil Code, which contains rules for the latter case, and the effect of Article 7:407(2) of the Dutch Civil Code, which establishes several liabilities in cases in which instructions are given to two or more persons, are excluded.
3.2 EC Legend is free to arrange for instructions to be carried out under its responsibility by the members of staff of EC Legend to be nominated by it, with the engagement of third parties as the occasion arises.
Article 4: Liability
4.1 EC Legend performs each engagement carefully and to the best of its understanding and ability. EC Legend cannot give any guarantees in the results.
4.2 EC Legend is not liable for third party negligence and/or non-fulfilment of obligations.
4.3 EC Legend is not liable to the Principal for the loss or damage suffered by the Principal as a direct consequence of a culpable action of EC Legend.
4.4 If third parties are engaged by EC Legend to perform (a part) of its engagement, EC Legend is not liable to the Principal for any default or error made by these third parties. EC Legend is authorised by the Principal to accept any limitations to the liability of third parties on behalf of the Principal.
4.5 If the carrying out of instructions by EC Legend leads to liability, this liability shall in each case be limited to the amount of the invoice amount.
4.6 The instructions that have been given shall be carried out exclusively for the Principal. Third parties cannot derive any rights from the content of the work carried out.
Article 5: Confidentiality
5.1 Unless any law, guideline or other (professional) regulation requires her to do so, EC Legend is obliged to keep confidentiality toward third parties regarding confidential information obtained through the Principal. The Principal can give exemption from this.
5.2 Unless given permission in writing, EC Legend does not have the right to use the confidential information obtained through the Principal for any other purpose than for what is was obtained for. An exemption is made if EC Legend will act for herself in disciplinary-, civil- or criminal proceedings in which the information can be relevant.
5.3 EC Legend and the Principal will oblige third parties engaged by them to abide by this article.
5.4 The Principal is aware that the duty of confidentiality guaranteed by EC Legend cannot be guaranteed with respect to information provided by or to the Principal by e-mail or phone.
Article 6: Obligations of the Principal
6.1 The Principal warrants the accuracy, completeness and reliability of the information, data and documents made available to EC Legend and or the third party in question, even if they have come from third parties.
6.2 If the Principal allows a third party to take notice of the content of the work carried out by EC Legend for the benefit of the Principal, the Principal shall bring these General Terms and Conditions to the attention of the third party and ensure that they are also accepted by this third party.
6.3 The Principal indemnifies and holds harmless EC Legend and its auxiliary persons against claims by third parties who claim that they have suffered damage as result of or in connection with the work carried out by EC Legend on behalf of the Principal or against claims by third parties who claim that they have suffered damage as a result of a disclosure mistakenly made by EC Legend or one of its employees or other auxiliary persons under the Dutch Disclosure of Unusual Transactions (Financial Services) Act.
6.4 Payment of the invoices of EC Legend shall take place within 14 days of the invoice date, except otherwise agreed, without suspension or set off.
6.5 Any protest against the invoice and or services or must be filed with EC Legend in written (by post or mail) within 14 days after receipt of the invoice. The date of receipt by EC Legend is determinative. After the term of 14 days, the Principal has forfeited its right to protest against the invoice and or the services.
Article 7: Fees
7.1 All prices of EC Legend are excluded VAT.
7.2 The invoice must be paid within 14 days after the date of the invoice. If no payment is received on the 15th day, EC Legend is authorised to charge EUR 25 administration costs and a compounded legal interest of 1% per month. The interest is calculated over full months. All judicial or extra-judicial costs connected with the collection of outstanding amounts – with a minimum of 15% over and above the amount to be collected – shall be for the Principal’s account. Judicial costs are not limited to the nominal costs of the procedure awarded by the court but shall be for the account of the Principal in full if it is judged to be in the wrong (to a preponderant degree).
Article 8: Governing Law and Jurisdiction
9.1. All disputes arising in connection with the present contract or any agreement resulting therefrom, between EC Legend and the Principal shall be governed by and construed in accordance with the laws of the Netherlands.
9.2. In the situation the Principal has a residence in the Netherlands, the Court of Rotterdam shall have jurisdiction.
9.3 In the situation the Principal has a residence outside the Netherlands, EC Legend has the right to choose to submit the arising dispute (insofar no amicable settlement can be reached) to the Court of Rotterdam or the Netherlands Arbitration Institute (N.A.I.) in Rotterdam (www.nai-nl.org). This arbitration institute shall give binding advice in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The binding advisors shall be appointed according to the list procedure. The place of arbitration shall be in Rotterdam. The arbitral tribunal shall compromise three-arbitrators. The arbitral proceeding shall be conducted in the English language.
Version January 2020