Terms and Conditions Personce
Article 1 Applicability and definitions
1. These Terms and Conditions shall apply to every offer and every contract of assignment to perform work/provide services to clients when entering into financial products from third parties of Personce, having its registered office in Eindhoven at Stratumsedijk 38, 5611 NE, The Netherlands, registered in the Chamber of Commerce Trade Register under number 83450327, also trading under the name Personce, hereinafter referred to as "the Financial Service Provider".
2. The other party shall be referred to as "the Client".
3. The supplier of a financial product shall be referred to as: "the Provider".
4. Clauses that deviate from these conditions are only valid insofar as they have been explicitly accepted in writing by the Financial Service Provider.
5. "In writing" shall mean: by letter, e-mail, fax or any other mode of communication that is regarded as equivalent to writing given advances in technology and conventional practices.
6. The term "assignment" shall mean: every assignment from the Customer to the Financial Service Provider for the services to be provided by the latter.
7. The possible invalidity of a provision or any part thereof contained in these Terms and Conditions shall not affect the validity of the other provisions.
8. These Terms and Conditions shall also apply to any subsequent assignments and part orders flowing from this agreement.
Article 2 Assignment
1. All offers made by the Financial Service Provider for its services shall be valid during the period stated therein. All offers in which no period of validity is specified shall be without obligation.
2. The agreement for services shall be concluded after the Client accepts the offer by signing the assignment confirmation provided for this purpose by the Financial Service Provider.
3. The Financial Service Provider shall only be bound by an assignment, without any prior offer, verbal agreements or additions/changes to the Terms and Conditions/assignment, after written confirmation thereof to the Client.
4. The Financial Service Provider may refuse to accept assignments.
Article 3 Obligations of the Client
1. The client must:
a. Make all relevant information required for the implementation of the agreement available to the Financial Service Provider on time and in the manner desired by Financial Service Provider, both on request and at its own initiative, and immediately inform the Financial Service Provider of any changes;
b. Ensure that any data carriers, files and such provided by the Client to the Financial Service Provider are free from viruses and defects.
2. The Client shall ensure that the information provided is correct and complete, and indemnify the Financial Service Provider against claims from third parties arising from the incorrect and/or incomplete nature of this information.
3. The Client shall carefully check the correctness and completeness of the facts relating to the Client in any information, advice and draft advice provided by the Financial Service Provider. The Client shall report any inaccuracies or omissions to the Financial Service Provider immediately, but within two working days at the latest.
4. If the Client does not meet the aforementioned obligations or does not meet them in a timely manner, the Financial Service Provider may suspend the execution of the agreement until the Client has fulfilled its obligations. Any costs associated with the delay and any other consequences arising from this – for example, any consequences to an offer/quotation made by the Provider – shall be at the risk and expense of the Client.
Article 4 Execution of an assignment by the Financial Service Provider
1. The Financial Service Provider shall perform the agreed work and services properly and in accordance with the standards applicable in the sector and shall exercise due care in doing so, but shall at all times only be bound to an obligation to perform to the best of its ability. This means, among other things, that the Financial Service Provider shall not and cannot guarantee that any result intended by the Client can be achieved and shall never be liable for damage suffered by the Client in the event the intended result is not achieved.
2. Any periods specified by the Financial Service Provider shall only be indicative and no rights can be derived from them, unless otherwise indicated by the Financial Service Provider.
3. Unless otherwise agreed by the parties or arising from the assignment, the Financial Service Provider – in consultation with the Client and with the Client's cooperation – shall draw up calculations and related documents to offer the Client insight into the costs and coverage of any intended/potential financial products. Once the Client has made a decision, the Provider may be asked to provide an offer/quotation for its services/product based on this decision.
Article 5 Offer/quotation from the Provider, calculations
1. Unless explicitly stated otherwise, all calculations or offers/quotations from the Provider presented by the Financial Service Provider to the Client shall be without obligation and subject the acceptance of the Provider in question. It is irrelevant in this respect whether or not these offers/quotations or calculations were made using any software or other means belonging to that Provider.
2. If an offer/quotation or calculation is based on information provided by the Client that turns out to be incorrect/incomplete or changes afterwards, any offers/quotations made by the Provider and any calculations made by the Financial Service Provider on the basis of the aforementioned information may be affected.
Article 6 Remuneration and payment
1. In the event the Financial Service Provider accepts the assignment, the Financial Service Provider shall inform the Client how the Client is to pay the Financial Service Provider for its work/services. The remuneration for this may be calculated on a commission basis or at an hourly rate, but the parties may also agree a fixed fee in advance. Unless otherwise agreed by the parties, the Client will pay the Financial Service Provider's invoices directly to the Financial Service Provider.
2. If and insofar as the reimbursement consists of commission, this commission shall be discounted in the premium to be paid by the Client to the Provider.
3. If deemed necessary by the Financial Service Provider, it may request an advance or any other security of payment from the Client. The Financial Service Provider has the right to suspend its activities in the meantime.
4. If, due to circumstances attributable to the Client, the work turns out to be more extensive than could reasonably have been foreseen when the Financial Service Provider accepted the assignment, the Financial Service Provider has the right to charge a reasonable additional remuneration for this. This also applies in the event the cost of the work/services to be provided is significantly affected by an increase in costs. Any changes to reimbursements as a result of taxes and/or levies imposed by the government shall also be passed on to the Client.
5. Unless the Client provides evidence to the contrary, the Financial Services Provider's records shall serve as the basis for the calculation of the remuneration payable by the Client for the work performed/services provided.
6. Payment must be made within 30 days after the invoice date, unless another payment term has been agreed between the parties in writing. The Client shall be aware that, as a result of failure to pay the premiums charged or failure to pay them on time, the insurance and/or provisions taken out after mediation by the Financial Service Provider may not provide cover for the insured risk or an intended contract may not concluded or not be concluded on time.
7. If an invoice is not paid within the payment term, the Client shall owe statutory interest on the invoice amount pursuant to Section 6:119 of the Dutch Civil Code or statutory commercial interest pursuant to Section 6: 119a of the Dutch Civil Code, without any notice of default being required.
8. In addition, if, payment is still not made following a reminder, the Financial Service Provider has the right to charge the Client extrajudicial collection costs. The Financial Service Provider shall give the Client a minimum of 15 days after receipt of the aforementioned notice to pay the outstanding amount.
9. The extrajudicial collection costs referred to in the previous paragraph amount to:
a. 15% of the principal sum for the first €2,500.00 of the claim (with a minimum of €40.00); b. 10% of the principal sum for the next €2,500.00 of the claim;
c. 5% of the principal sum for the next €5,000.00 of the claim;
d. 1% of the principal sum for the next €190,000.00 of the claim;
e. 0.5% of the excess of the principal sum with an absolute maximum of €6,775.00.
10. If the Client fails to pay in full, the Financial Service Provider has the right to dissolve the agreement by means of a written statement or suspend its obligations under the agreement without further notice of default, until the Client has paid or has provided adequate security for payment. The Financial Service Provider also has this right to suspend payment if it has good reason to doubt the creditworthiness of the Client, even before the Client defaults on the payment.
11. The Financial Service Provider will first deduct any payments received from all interest and costs owed and then from the longest outstanding invoices, unless the Client states that these invoices relate to a later invoice at the time of payment and in writing.
12. Unless the Client is a consumer, the Client is not authorised to offset its payment obligation against any claim it has or states to have against the Financial Service Provider.
Article 7 Calling in third parties
1. If deemed necessary by the Financial Service Provider, it may have certain services and work performed by third parties.
2. If, in the opinion of the Financial Service Provider, the expertise of lawyers, civil-law notaries, accountants, tax specialists and the like must be used for the performance of the assignment, this shall only be done with the prior permission of the Client. The Financial Service Provider will charge the costs involved to the Client.
Article 8 Information provision and communication
1. The Client is responsible for the correctness and completeness of the information provided to the Financial Service Provider by the Client or on its behalf.
2. When the Client sends digital or electronic requests to the Financial Service Provider, including text and WhatsApp messages, and the Financial Service Provider does not send a confirmation of receipt within 48 hours, the Client shall verify whether the message in question has reached the Financial Service Provider. An automatically generated confirmation does not constitute a confirmation of receipt.
3. Any displayed and/or provided examples of documents, as well as texts in brochures, promotional materials and/or on the website of the Financial Service Provider, shall be as accurate as possible, but shall only serve as an indication. The Client cannot derive any rights from this.
Article 9 Liability
1. Besides the quality requirements explicitly agreed upon or guaranteed by the Financial Service Provider, the Financial Service Provider shall accept no liability whatsoever.
2. The Financial Service Provider shall only be liable for direct damage. Any liability on the part of the Financial Service Provider for consequential loss, such as trading loss, loss of profits and/or loss and/or damage caused by delay shall be expressly excluded.
3. The Client shall take all necessary precautions to prevent or limit the damage.
4. The Financial Service Provider shall have professional liability insurance, the details of which shall be provided on request.
5. In the event that the Financial Service Provider is liable for any damage suffered by the Client, the Financial Service Provider's obligation to compensate the Client shall at all times remain limited to a maximum of the amount paid out by its insurer in the case in question, plus any excess on the relevant policy. In the event that the insurer fails to pay or in the event that the damage is not covered by an insurance policy taken out by the Financial Service Provider, any liability shall be limited to a maximum of twice the commission or reimbursement that the Financial Service Provider would have received, to a maximum of €5,000.00.
6. The Financial Service Provider shall not be liable if the damage suffered by the Client and/or third parties has arisen:
a. From/as a result of any incorrect or incomplete information or information that was not provided or not provided on time by/on behalf of the Client, or as a result of any electronic and/or digital messages not reaching the Financial Service Provider or the Financial Service Provider being unaware of them;
b. As a result of a third party withdrawing or changing an offer for an insurance policy or other agreement for the benefit of the Client;
c. As a result of the acts/omissions of third parties, including any tax advisers, accountants, lawyers or other advisers engaged by the Financial Service Provider with the consent of the Client;
d. As a result of the Financial Service Provider using any resources made available by third parties, including software/programs for producing calculations, quotations or other documents;
e. As a result of the Client failing to pay, within a reasonable period of time, any premiums charged by the Financial Service Provider for insurance policies and/or other agreements the Client has entered into, following brokerage by the Financial Service Provider;
f. Is fully or partly the result of the Client's failure to comply with its obligations arising from the agreement with the Financial Service Provider.
7. In the cases stated in the previous paragraph, the Client shall be fully liable for all resultant damage and explicitly indemnify the Financial Service Provider against all claims from third parties for compensation for this damage.
8. The limitation of liability as referred to in this article does not apply to any damage resulting from intent or wilful recklessness on the part of the Financial Service Provider or the executive staff at management level or if dictated otherwise by mandatory legal provisions.
Article 10 Termination and dissolution of the agreement
1. The parties may terminate the agreement if and to the extent that the other party, even after written notice of default, accountably fails to fulfil its obligations under the agreement. Dissolution shall take place by means of a written statement addressed to the other party.
2. The Client remains obliged to fulfil its payment obligations that arose before the time of dissolution or that relate to work already performed/services already provided.
3. After the end of the agreement, any applicable provisions of these Terms and Conditions shall remain valid.
4. The Client may withdraw an assignment in whole or in part. In that case, the Financial Service Provider has the right to charge a fee for work already performed/services already provided, with a minimum of 50% of the remuneration that the Financial Service Provider would have received had they executed the assignment in full.
Article 11 Confidentiality and privacy
1. The parties shall keep confidential any information received from or about the other party in the course of concluding and performing the agreement. They shall only provide this information to third parties insofar as necessary for the performance of the agreement.
2. Each party shall take all reasonable precautions to keep this information confidential. This duty of confidentiality also applies to its employees and third parties who are involved in the performance of the agreement under its responsibility.
3. In the event the information relates to personal data within the meaning of the General Data Protection Regulation, the party shall process the information in accordance with this Regulation and shall also report any breaches of the security of the information in accordance with this Regulation.
4. The duty of confidentiality does not apply if, as a result of legislation and/or regulations or a judicial decision, a party is obliged to disclose the confidential information and cannot in doing so invoke a statutory right or a right to refuse to give evidence granted by a court of law. This exception shall also apply to employees and other persons as referred to in Paragraph 2.
5. The Financial Service Provider shall retain all information received from the Client for the duration of the agreement and store it carefully and, where applicable, with due observance of the provisions of the General Data Protection Regulation. The Financial Service Provider shall take all reasonable precautions to prevent the loss of/unauthorised access to this information (for example due to, among others, viruses, technical malfunctions, and cybercrime).
6. However, the Financial Service Provider shall never be liable for damage suffered by the Client as a result of the loss or destruction of this information – whether or not due to cybercrime – unless this is due to intent and/or wilful recklessness on the part of the Financial Service Provider or the executive staff at management level or arises from the General Data Protection Regulation. Unless otherwise agreed by the parties, the client shall always keep the original or a copy/back-up of the information provided to the Financial Service Provider.
Article 12 Applicable law and dispute resolution
1. The relationship between the Financial Service Provider and the Client is governed exclusively by Dutch law.
2. The Financial Service Provider is affiliated with the Complaints Institute for Financial Services Foundation (Klachteninstituut Financiële Dienstverlening Kifid, Kifid) under number 300.016142.
3. All disputes between the Financial Service Provider and the Client arising from an agreement to which these Terms and Conditions apply may, at the Client's request, be submitted both to the Financial Services Arbitration Commission of Kifid and to the competent Dutch civil court. Kifid may only issue a binding advice if the Financial Services Provider has expressly agreed to this in advance.