General conditions

These general conditions are applied by the private limited liability company base insurance BV, having its registered office in Amsterdam, and are also stipulated for the benefit of the directors of base insurance BV and all persons working for base insurance BV. The applicability thereof shall continue if the aforementioned directors and/or persons no longer work for base insurance BV.

In these general terms and conditions, the following definitions shall apply

1. Client: the natural or legal person to whom the Contractor has provided any quotation, offer or with whom it has entered into an agreement and/or the natural or legal person using the Electronic Service. This may be either a legal entity or a natural person. Where, in these terms and conditions, the Client is referred to, in addition to the Client, its representatives and/or agents are also meant.
2. Contractor: base insurance BV 
3. Parties: Contractor and Principal jointly.
4. Financial Institution: The party or parties with whom a Financial Product is concluded for the Client.
5. Financial Product or Financial Products: A mortgage, insurance, pension, investment or savings account, credit, banking product or any other financial product or service on which the Contractor will advise and/or mediate.
6. (Service) Agreement: all agreements entered into by the Contractor with the Client by mail, by fax, by e-mail, by telephone or orally, whereby the Contractor undertakes to provide services and/or gives the Client an assignment to advise on and/or mediate in the conclusion of a Financial Product, or to manage all or part of his/her insurance portfolio.
7. Electronic Service: The access (via the Internet) to the Financial Products of the Client with and/or via the Contractor and the possibility to perform actions with respect to these products by means of electronic tools, such as but not limited to the "portal" of the Contractor. The Electronic Service also provides for the possibility of electronic data exchange between the Client and the Contractor.
8. Login Code: The email address and password provided by the Client upon commissioning the Electronic Service that provide access to the Contractor's Internet pages and Electronic Service.
9. Services: advising, mediating and managing insurance and other forms of financial services.
10. Consulting Work: All work commissioned or reasonably resulting therefrom. The foregoing applies in the broadest sense of the word and includes in any case that which is stated in a (service) Agreement.
11. Intermediation services: The activities on behalf of closing, maintaining, adjusting and terminating financial products.

1. Applicability

1. These general terms and conditions shall apply to all advice, offers, quotations, acceptances thereof, the Electronic Service and to all (service) Agreements entered into by the Contractor with the Client by mail, by fax, by e-mail, by telephone or orally, whereby the Contractor undertakes to provide services or execute an order. Any purchase or other conditions referred to by the Principal when accepting an offer or quotation or concluding an Agreement shall not apply unless they have been accepted by the Contractor without reservation and in writing.
2. Deviations from and/or additions to these general terms and conditions shall be binding on Contractor only insofar as they have been expressly agreed in writing between Client and Contractor.
3. If any provision of these general terms and conditions is found to be invalid, only the provision in question shall be excluded from application, all other provisions shall remain in full force and effect.

2. Power of representation

1. The authority to perform legal acts by representatives of Contractor with which Contractor enters into one or more obligations towards third parties is defined in the Trade Register. Any exceeding of the power of representation does not bind Contractor and cannot be held against Contractor. Client shall be deemed to be familiar with the power of representation described in the Trade Register.

3. Commencement and duration of (service) Agreement.

1. The (service) Agreement is only established and commences at the moment that the Principal signed (service) Agreement has been returned and signed by the Contractor, or at the moment that the Contractor has actually performed the (service) Agreement. Octrooibureau Novopatent shall be entitled to refuse contracts issued to it without giving reasons, even after it has sent an offer to the Client for the performance of work.
2. The Parties are also free to prove the establishment of the (service) Agreement by other means.
3. Termination of the (service) Agreement, regardless of the cause or time thereof, does not relieve either Party of the fulfillment of obligations which have fallen to that Party during the term of validity of the (service) Agreement and which at the time of termination have not yet been fully performed.

4. Execution of agreements, offers, orders, etc.

1. A (service) Agreement is established with the Contractor. If and insofar as the proper performance of the (service) Agreement so requires in the opinion of the Contractor, the Contractor shall have the right to have certain work performed by its designated persons.
2. The Contractor is authorized to make premium agreements with insurers on behalf of and for the benefit of the Client. The premium agreements will be submitted to the Client for prior approval.
3. If it has been agreed that the (service) Agreement will be performed in phases, Contractor may suspend the provision of the advice belonging to a subsequent phase until Client has approved in writing the results of the preceding phase.
4. The Contractor shall exercise the care of a good contractor in performing the (service) Agreement.
5. Unless otherwise agreed in writing, deadlines given by the Contractor within which it will execute the order issued to it are indicative and are never to be regarded as deadlines.
6. Deadlines specified by Contractor within which it will perform its work shall not commence until information required for commencement of the work to be performed by Contractor has been made available by Client and/or any advance payment to be made by Client has been paid by Client.
7. Contractor's quotations and rates are, unless expressly stated otherwise therein, without obligation and subject to acceptance by the Financial Institution.
8. Assignments given to the Contractor shall only lead to obligations of effort on the part of the Contractor, not to obligations of result, unless the Parties have expressly agreed otherwise in writing.
9. The Client cannot derive any rights from calculations made by the Contractor with regard to the costs of a Financial Product and their possible effect on the Client's monthly charges. These calculations should be considered preliminary and indicative and may be subject to interim premium changes. Only when a financial institution has issued an offer which has been accepted by the Principal, can the Contractor provide a final calculation of the monthly costs.
10. Opinions provided by Contractor to Client are snapshots and based on simplified assumptions of the laws and regulations in effect at the time.

5. Communication

1. In the event that the Client has sent any digital message to the Contractor by e-mail or a form intended for that purpose on the Contractor's website, the Client may not rely on the fact that such message has reached the Contractor until it has received a confirmation of its receipt, other than an automatic acknowledgement of receipt.
2. General information provided by the Contractor on the Internet and/or in writing and/or at the request of the Client and in any other manner, is without obligation and shall never be regarded as advice given by the Contractor in the context of the (service) Agreement, except to the extent that notice to the contrary is given by the Contractor.
3. Until the Client has notified the Contractor of a change of address, the Contractor may trust that the Client can be reached at the address it provided at the start of the (service) Agreement, including its e-mail address.
4. Client agrees to electronic communication.

6. Provision of information

1. In order to be able to perform the Financial Services optimally and as completely as possible and, in doing so, optimally represent the interests of the Client, the Client must, to the best of its knowledge, ensure the provision of accurate and complete information and inform the Contractor, both in advance and in the interim, of all facts and circumstances of which it needs to be aware. The Principal will always provide, requested (on first request) and unsolicited, all relevant information to the Contractor that it needs for the correct execution of the (service) Agreement.
2. The Contractor can fulfill its duty of care to the Client only if the Client complies with Article 6.1.
3. If information necessary for the performance of the (service) Agreement has not been made available to the Contractor, or has not been made available in a timely manner or in accordance with the arrangements made, or if the Client has not otherwise complied with his/her (information) obligations, the Contractor will be entitled to suspend the performance of the (service) Agreement and the provision of access to the Electronic Service and/or to charge the Client for the costs resulting from the delay in accordance with the usual rates.
4. Client is fully responsible for the accuracy and completeness of all information provided by him to Contractor.

7. Access and use of the Electronic Service.

1. In order to use the Contractor's Electronic Service, the Client must have suitable equipment and a connection to the Internet. The cost of the necessary equipment and that connection shall be borne by the Client.
2. Proper use of the Electronic Service requires that the Client's system meet the following requirements:
   
   I. The system has the most recent and updated operating program and a recent Internet browser.
   II. . The system has a Firewall and updated antivirus software.
   III. The system has a secure wire-less connection.
3. Client is obliged to follow instructions about the equipment and or security measures.
4. Contractor shall at all times be entitled to change the operating instructions and directions and shall notify Client of such changes or give Client the opportunity to learn of them.
5. The Client is obliged to use the Electronic Service via a secure connection and therefore to follow the usage rules and instructions.
6. Client is obliged to check his/her data and Financial Products regularly. In case of irregularities, he must report them to Contractor as soon as possible.
7. The Client uses the Electronic Service to consult the policies and other documents pertaining to the Financial Products entered into by him/her, to read and download terms and conditions and to communicate changes to the Contractor.
8. Access and use of the Electronic Service requires a Login Code accepted by the Contractor. This Login Code is personal and non-transferable. Client is obliged to treat the Login Code with care, he/she must keep it secret and not give it to others and/or disclose it.
9. The Contractor may store and use information about the equipment, software and connection used to improve the Electronic Service.
10. In case of any suspicion of misuse of the Electronic Service, the Client is obliged to report it to the Contractor as soon as possible.
11. Use of the Electronic Service may be terminated by either party at any time in writing (mail).
12. The Contractor may always terminate, suspend and/or change the Client's use of the Electronic Service (if necessary, immediately and/or without prior notice), in whole or in part, if:
    
    I. The Client is not (or no longer) competent to perform legal acts or if the Client loses the power of attorney to do so.
    II. There are (technical) malfunctions and/or maintenance work.
    III. the Contractor knows or suspects that the access to the Electronic Service granted to the Client is or could be used or abused without authorisation
    IV. There is (a well-founded fear of) fraud.
    V. There are objectively justified reasons relating to the security of the Contractor and/or the Electronic Service.
    
    In such cases the Contractor will inform the Client as soon as possible. 13. The Contractor is entitled to charge costs for the provision and/or use of an Electronic Service and is entitled to change the amount of the costs at any time. The Contractor will inform the Client at least 30 days before fixing or changing the amount of the costs. 14. Upon termination/cancellation of the use of Electronic Service by the Client, all unperformed Contracts shall lapse.
13. The Contractor is entitled to charge costs for the provision and/or use of an Electronic Service and is entitled to change the amount of the costs at any time. The Contractor will inform the Client at least 30 days before fixing or changing the amount of the costs becomes effective.
14. Upon termination/cancellation of the use of Electronic Service by the Client, all outstanding Engagements shall lapse.

8. Engagement of third parties

1. The Contractor is permitted to use third parties in the performance of the (service) Agreement if necessary. The costs involved in engaging these third parties will be charged to the Client.
2. Insofar as the Contractor will make use of third-party advice in the performance of the (service) Agreement, including advice from accountants, lawyers, tax specialists, etc., it will consult with the Principal as much as possible in advance when engaging third parties and will exercise due care when selecting third parties. The Contractor shall not be liable for (attributable) shortcomings of these third parties.
3. The Contractor is responsible, in the same way as for its own employees, for the manner in which third parties engaged by it in the performance of the (service) Agreement, which are not to be regarded as external consultants within the meaning of the provisions of article 8.2. above, such as temporary workers, external administrative agencies, etc.

9. Liability

1. Any liability, contractual and extra-contractual, of the Contractor and its directors, its employees and any persons engaged by the Contractor in the performance of the (service) Agreement shall be limited to the amount paid out in the case in question under the Contractor's professional liability insurance policy, plus the applicable excess.
2. In the event that the Contractor's professional liability insurance referred to in article 9.1 does not provide cover in a specific case, the liability, contractual and extra-contractual, of the Contractor and its directors, its employees and any persons engaged by the Contractor in the performance of the (service) Agreement shall be limited to a maximum of the total fee charged to the Principal in connection with the (service) Agreement on which the loss or damage occurred. If the Contractor has not charged the Principal a fee for its services, the liability of the Contractor and its own shall be limited to the commission(s) paid to the Contractor by the Financial Institution in respect of the financial product to which your claim relates, less any return commission granted, during the 12 months following the occurrence of the loss.
3. The performance of the (service) Agreement is carried out exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed for the Client.
4. The Contractor shall never be liable for damage suffered by the Client or third parties as a result of incorrect, incomplete or untimely information provided by the Client.
5. The Contractor shall never be liable for any damage whatsoever resulting from errors in software or other computer software used by the Contractor, unless such damage can be recovered by the Contractor from the supplier of the software or computer software in question.
6. The Contractor shall never be liable for any damage whatsoever resulting from the circumstance that (email) messages sent by the Client to the Contractor did not reach the Contractor.
7. The Contractor shall never be liable for any loss whatsoever resulting from the circumstance that the Client has failed to pay, or has not paid on time, the premiums charged to him for insurance or provisions taken out by him, after mediation by the Contractor or offered by the Contractor, despite proper summons from the Contractor.
8. The Contractor is not liable for damage resulting from:
   
   I. The unavailability of the Electronic Service.
   II. A mutilation, delay or inaccuracy of an Order given by the Client.
   III. The failure or malfunctioning of a telecommunications service (including the Internet).
   IV. The Client is liable for damages resulting from unauthorized use or misuse of the Login Code.
   V. The failure or malfunctioning of the equipment used by the Client.
   VI. The failure of the Client to fulfill his/her obligations.
   VII. An incomplete listing of Client's Financial Products included in the Electronic Service.
9. By agreeing to these Terms and Conditions, the Client expressly expresses its full awareness and acceptance of the fact that there are risks associated with the use of the Electronic Service and commissioning.
10. The provisions of this article la at not affect Contractor's liability for damage caused by the intent or recklessness of its subordinates.
11. The Client shall only be entitled to dissolve any agreement with the Contractor if the Contractor, even after proper notice of default, remains culpably in default of fulfilling its obligations towards the Client. Payment obligations which arose before the time of dissolution and/or which relate to services already provided must be fulfilled by the Principal without prejudice.

10. Forfeiture of right

1. AIIe rights of action and other powers of the Client on any account whatsoever against the Contractor in connection with work performed by the Contractor shall in any case expire as soon as one year has elapsed since the moment the Client became aware or could reasonably have become aware of the existence of these rights and powers.
2. AII rights of action and other powers of the Client for whatever reason against the Contractor in connection with work performed by the Contractor shall in any case lapse as soon as one year has passed since the termination of the (service) Agreement with the Contractor. Claims for compensation also lapse if the Principal has not filed a legal action with the competent court within one year, after an unequivocal and complete rejection of these claims by or on behalf of the Contractor.

11. Fee

1. The fee due to Contractor for its services may be included in the amounts to be charged to the Client by the Financial Institution or an hourly rate or fixed fee may be agreed upon.
2. If, during the term of the (service) Agreement, the Client's insured interest and/or insurance portfolio, or the required work undergoes substantial changes compared to the situation at the start of the term of the (service) Agreement, the Parties will agree on an adjusted annual fee. Within this framework, Parties will adopt a mutually reasonable attitude.
3. The amounts mentioned in the (service) Agreement are by default exclusive of VAT and/or insurance tax, unless otherwise worded in the (service) Agreement.

12. Payment

1. Changes in government-imposed taxes and/or levies will always be passed on to Principal. Provider is entitled to increase agreed rates annually. The Contractor bases this on the Consumer Price Index ("CPI") of Statistics Netherlands. Provider shall do so as of January 1 of each year.
2. Payments by the Client must be made within 14 days of the invoice date in the manner prescribed by the Contractor, unless otherwise agreed in writing or the invoice states otherwise. The Principal is aware that failure to pay premiums charged to him, or to pay them on time, may result in the insurance policies and/or provisions offered and/or taken out by him, through the mediation of the Contractor or by the Contractor not providing coverage for the insured risk.
3. On expiry of the payment term, the Client shall be in default by operation of law, without notice of default being required. As soon as the Client is in default, all (future) claims of the Contractor against the other party shall become immediately due and payable and the default shall also commence with regard to those claims without notice of default or other prior declaration within the meaning of Article 6:80 et seq. of the Dutch Civil Code. The Contractor shall in that case be entitled to suspend its obligations under any (service) Agreement concluded with the Client until full payment of all due and payable claims has been received.
4. If the Principal is in default and continues to fail to pay the outstanding amount to the Contractor, the Contractor may outsource the collection of its claim, in which case the Principal will also be liable to pay the extrajudicial collection costs. If the Principal is a natural person, the Extrajudicial Collection Costs Compensation Decree shall apply.
5. Set-off by the Principal of the premiums and amounts invoiced by the Contractor against a counterclaim asserted by the Principal, or suspension of payment by the Principal in connection with a counterclaim asserted by the Principal, shall be permitted only insofar as the counterclaim has been expressly and unreservedly acknowledged by the Contractor or has been irrevocably established in court.
6. Payments made by the Client shall always serve to settle all interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
7. If, in the opinion of the Contractor, the creditworthiness of the Client so warrants, the Contractor shall be entitled to suspend the provision of its services until the Client has provided adequate security for its payment obligations.
8. In the event of liquidation, bankruptcy, or suspension of payments of the Client or if application of the debt rescheduling scheme is declared in respect of the Client, the Client's obligations will fall due immediately.
9. If several (legal) persons can jointly be regarded as Principal, they shall be jointly and severally liable for payment of the Contractor's invoices, even if an invoice is in the name of the other. One paying the other will be discharged.

13. Force Majeure

1. The Contractor is not obliged to fulfill any obligation if it is not reasonably possible for the Contractor to do so as a result of changes in the circumstances existing at the time the obligations were entered into that arise through no fault of the Contractor.
2. A failure to fulfill an obligation of the Contractor shall in any case not be deemed attributable and shall not be at the risk of the Contractor in the event of default and/or failure to perform by or at its suppliers, subcontractors, carriers and/or other third parties called in, in the event of fire, strikes or lockouts, riots or civil commotion, war, government measures, including export, import or transit bans, frost and all other circumstances of such a nature that binding can no longer be required of the Contractor.
3. If the Contractor has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to separately invoice the part already delivered or the deliverable part, as the case may be, and the Client is obliged to pay this invoice as if it were a separate contract.

14. Liability

1. Privacy and confidentiality.
2. The processing of personal data is necessary for the Contractor's business operations, which consist mainly of risk consultancy and insurance mediation in order to enable Clients to consider, use, manage and submit claims in connection with insurance services. Personal data obtained under the (service) Agreement will be processed by the Contractor in accordance with the General Data Protection Regulation and applicable national regulations on privacy.
3. Contractor has taken organizational and technical measures to adequately secure personal data.
4. The provision of personal data to third parties, such as - but not limited to - banks, insurers and the Client's intermediary, will only take place insofar as this arises from the purposes for which personal data have been obtained, or on the grounds of a statutory duty, except to the extent that the Contractor is obliged by law or public order in the context of its business operations to disclose the data concerned to a body designated for that purpose, or in the event that the Contractor is involved in legal proceedings and its interests require such disclosure, or the Client itself has given its explicit consent to disclose information to a third party. The Contractor may also exchange personal data with other parties engaged by the Contractor in the conduct of its business or the performance of the (service) Agreement.
5. If and to the extent applicable, Contractor shall seek the Client's consent for (further) processing
6. The Contractor and the Principal reciprocally undertake to keep confidential all information which has come to their knowledge within the scope of the (Service) Agreement and of which they must reasonably be aware that the information is confidential or secret. This also includes the content of reports and advice drawn up by the Contractor and other (written) statements made by the Contractor, unless the content is intended to be disclosed to third parties.
7. More information about the processing of personal data can also be found on the Contractor's website (www.base-insurance.nl).

15. Intellectual property

1. Without prejudice to the provisions of Article 14 (Privacy-sensitive data and confidentiality) of these terms and conditions, Contractor reserves the rights and powers vested in it under the Copyright Act.
2. AII intellectual property rights that might rest on products, reports, advice and other intellectual products produced by the Contractor and created in the context of the (service) Agreement performed for the Client will accrue to the Contractor unless the Parties have expressly agreed otherwise in writing. The Client is prohibited from reproducing, disclosing or exploiting the items referred to herein.

16. Applicable law and complaints institute

1. Complaints relating to the work performed by Contractor or the amount of the amounts charged by it must, on penalty of forfeiture of rights, be submitted in writing to Contractor within 60 days in the case of corporate Clients and 1 year in the case of private Clients, after Client has received the documents, information or invoice to which his/her complaint relates, or could reasonably have become aware of the shortcoming in Contractor's performance found by him/her. Filing a complaint shall never suspend the other party's payment obligations.
2. The Contractor is affiliated with the Financial Services Complaints Institute (KiFiD). A dispute arising from quotations, offers, agreements, advice, Electronic Service and other services to which these General Terms and Conditions apply may, at the discretion of the Client, be submitted for (binding) advice to either the Financial Services Disputes Committee or the civil court.
3. In the event that a dispute arising from offers, quotations, agreements, advice, Electronic Service and other services to which these General Terms and Conditions apply is submitted to the civil court, the court in Amsterdam shall have exclusive jurisdiction to take cognizance of the dispute; even if the Client is located abroad. The Contractor is, however, entitled to have a dispute with a foreign Client settled by the foreign competent court.
4. There is a Dutch and an English version of these general terms and conditions. In case of discrepancy between the Dutch version and the English version, the Dutch version shall prevail.
5. All offers, quotations, agreements, advice, the Electronic Service and other services of the Contractor shall be governed by Dutch law.

17. Changes to terms and conditions

1. The Contractor is entitled to amend these General Terms and Conditions unilaterally. In that case, Contractor will notify Principal of the amendments in a timely manner. There will be at least 30 days between this notification and the entry into force of the amended Terms and Conditions. If the Client does not reject the applicability of the amended Terms and Conditions in writing within 30 days of becoming aware of the fact that the General Terms and Conditions have been amended, the Client will be deemed to have tacitly accepted their applicability.
2. If a difference of opinion exists between the Parties regarding the text of the general terms and conditions applicable at any time, the text of the terms and conditions as filed by the Contractor at the time to which the difference of opinion relates shall apply.