General Terms and Conditions
- These terms and conditions apply to all agreements between Trapital and its client;
- If and insofar as these general terms and conditions or the agreement concluded between Trapital and the client are deviated from, the deviations must have been agreed in writing or must have been agreed in a manner that is explicitly verifiable;
- General terms and conditions or standard terms and conditions used by the client will not apply unless Trapital has explicitly agreed to these terms and conditions, or parts thereof, in writing.
- An agreement, under whatever name, will only be established after Trapital has accepted an assignment from the client. This acceptance can be apparent from both the written confirmation of the assignment and from the fact that Trapital is carrying out an agreement.
- Trapital will be obliged to perform its services and activities to the best of its knowledge and ability, with due observance of the established code of conduct and the government-imposed frameworks for private investigations agencies;
- When carrying out investigations, it is not possible to guarantee a certain result;
- Unless explicitly agreed otherwise in writing, Trapital will be at liberty to have the services and activities carried out wholly or partially by third parties. Trapital will remain responsible for the quality of the services provided and the activities carried out, but the terms and conditions of third parties that are to be deployed may differ from these terms and conditions.
- In case of agreements for the performance of activities the client must, when entering into the agreement, specify the object for entering into the agreement as well as the purpose of the investigation results. The client must, in Trapital’s opinion, have a legitimate interest in the assignment;
- If the client enters into an agreement for the benefit of a third party, the client must state that they are acting in this capacity. If this is not stated, Trapital may deviate from the activities.
- If Trapital’s staff discovers a criminal offence, this will be reported to the client. The decision to report this criminal offence to the police will be made by the client. The client indemnifies Trapital and its staff against all third-party claims resulting from such report to the police, irrespective of whether Trapital or its staff can be blamed for this report in any way;
- After carrying out an investigation or other activities, Trapital will report to the client on the findings or services provided. If required, a conclusion and/or advice can be added to this report. Only that which has been reported in writing will be considered to have originated from Trapital;
- The report on the investigation results will be strictly confidential and intended exclusively for the client or the third party as referred to in Article 4.2. It may not be used for purposes other than those for which it is intended. The report and parts thereof, as well as the name of Trapital and the client, may only be disclosed to third parties with the mutual consent of the parties;
- Trapital will not be obliged to disclose its information sources. The client waives any attempt to achieve such a goal.
- The client will be obliged to provide Trapital with all information known to them that may be important to the execution of the agreement. The client will, if necessary, give Trapital the opportunity to verify the information provided;
- The client undertakes to give Trapital a reasonable opportunity to perform the agreed services and activities. The client will not be allowed to perform any acts as a result of which these services and activities will be hindered or obstructed.
- In case of agreements for conducting investigations, both Trapital and the client will be obliged to handle the investigation results with such care as required by its confidential nature. This care entails, among other things, that the investigation results will be saved and stored in such a way that unauthorised third parties cannot reasonably take note thereof.
- As has also been included in the statutory code of conduct, Trapital will be obliged to preserve the confidentiality of everything that has come to its knowledge upon entering into and during the execution of an agreement, unless there is a statutory obligation to testify or if this information relates to a criminal offence and must be provided to the police. The obligation of confidentiality also extends to the identity of the client;
- Trapital imposes this obligation of confidentiality on its own staff and hired workers;
- The obligation of confidentiality remains in full force after suspension of the execution or termination of the agreement.
- The client must, without deduction, discount or setoff, fulfil their payment obligations within the period stated on the invoice or the period that has been agreed in writing. If such a period has not been stated or has not been agreed in more detail, the client will make payment within 14 days after the invoice date. If no payment has been received within that period, the client will consequently be in default by operation of law without any further notice of default being required;
- Payments by the client can be made by bank transfer, cash payment or any other method agreed in writing;
- If the client does not pay within the stated period, the client will be in default to Trapital. At that time, the client will owe Trapital statutory interest. Furthermore, at that time Trapital will be entitled to suspend further execution of the agreement or to terminate the agreement extrajudicially, without prejudice to Trapital’s right to recover additional or alternative compensation from the client, including, in any case, the full invoice amount;
- In the event of an assignment given jointly, the joint clients will be jointly and severally liable for payment of the full invoice amount;
- All extrajudicial costs reasonably incurred, including the costs of investigation, collection, a bailiff and/or a lawyer, which Trapital incurs as a result of the client’s failure to fulfil their payment obligation, will be payable by the client;
- After formation of the agreement between both parties – in writing, via e-mail or orally (by means of an audio recording) – in case of cancellation the client will owe Trapital the hours scheduled in advance if the assignment is cancelled within 2 months prior to the date of the first day of work. The cancellation required by the client can only take place in writing. This will only be valid if the client has received an acknowledgement of receipt or read receipt from us;
- If between the time of the quotation or the agreement and the time of performance of the agreement any price increases occur - e.g. tax charges, excise duties, wage costs, raw materials, transport costs, technical and/or organisational costs - Trapital reserves the right to charge these to the client as yet;
- If the client fails to fulfil their payment obligations, Trapital will be entitled to suspend all of its activities;
- If Trapital’s members of staff are heard as witnesses in legal proceedings about services provided and activities carried out, the client will be obliged to pay for the time spent on giving this evidence and any associated costs.
- In these general terms and conditions, force majeure refers to any circumstance beyond Trapital’s control - even if such could have been foreseen at the time that the agreement was formed - that temporarily or permanently prevents or delays the performance of the agreement, as well as, to the extent that this is not already included: war, threat of war, civil war, riot, epidemic, fire, job strike, traffic congestions, severely hindering weather conditions, mechanical failures of machinery and equipment and other serious disruptions in the business of Trapital or its suppliers.
- In the event that fulfilment of the agreement is hindered as a result of force majeure, Trapital will be entitled to immediately either suspend the performance of the agreement wholly or partially, or to terminate the agreement wholly or partially, without Trapital being obliged to pay any compensation;
- If the client fails to fulfil any obligation arising for them from the agreement concluded with Trapital or from an associated agreement or fails to do so properly or in good time, or if there is good reason to fear that the client is or will not be able to fulfil their contractual obligations towards Trapital, as well as in the event of bankruptcy, suspension of payments, shutdown or partial transfer of the client's company, Trapital will be entitled, without notice of default, to either suspend the execution of the agreement for a maximum of six months or to terminate it wholly or partially;
- If during the execution of the agreement it becomes apparent that Trapital would have to act in contravention of the law, morality and/or decency, Trapital will be entitled to terminate the agreement without notice of default;
- In the event of suspension or termination, the client will be obliged to immediately pay Trapital for the activities carried out, costs incurred and the activities that could not be discontinued immediately.
- The client will be obliged to compensate all damage, loss or injury caused to Trapital or its staff as a result of circumstances that the client was aware of or could reasonably have been aware of upon entering into the agreement, and about which the client failed to inform Trapital;
- Both when entering into the agreement and during its execution, Trapital will be entitled to require that the client provide sufficient security for the foreseeable damage, loss or injury described in Article 11.1.
- Trapital will only be liable to the client for damage, loss or injury caused during or as part of the execution of the agreement, if and to the extent that the damage, loss or injury is the result of intent and/or gross negligence on the part of Trapital and/or its managing employees, and this liability is covered by its insurance;
- If Trapital is obliged, pursuant to Article 12.1, to compensate the damage, loss or injury that the client suffers, this compensation will not exceed the total of the insurance policy’s excess and the amount paid out under the insurance. If no insurance payments are made, the amount of compensation for damage, loss or injury will in all cases not exceed 250 euros;
- Trapital will never be liable for damage, loss or injury other than that referred to in Article 12.1, caused in whatever way, including all direct and indirect trading loss, consequential loss and loss of income of the client.
- The client indemnifies Trapital against claims from third parties if it becomes apparent that carelessness on the part of the client is to blame for these claims made against Trapital;
- If the client does not fulfil the obligations referred to in Article 4.5 and Article 6, this constitutes carelessness.
- Unless otherwise agreed in writing, Dutch law applies exclusively to agreements concluded on Dutch territory between Trapital and a client.