Vanbreda General Terms and Conditions
The company belonging to the Vanbreda Nederland B.V. group of undertakings that has been entrusted with the Assignment, being Vanbreda Risk & Benefits B.V., ECODASS Insurance Services or Vanbreda Risk & Benefits Consultancy B.V., all established at Kampenringweg 45D, 2803 PE Gouda, hereinafter jointly and individually referred to as: "Vanbreda".
The natural or legal person to whom Vanbreda has issued a quotation, sent a proposal or with whom it has entered into an agreement.
The Assignment entrusted to Vanbreda by the Client for consultancy or brokerage services in connection with the purchase of a Financial Product.
1.4 Financial Product
The products designated as such pursuant to Section 1(1) of the Dutch Financial Supervision Act (Wet op het financieel toezicht or Wft), in respect of which Vanbreda shall offer consultancy and/or brokerage services at the Client's request.
The party from whom the Financial Product will be purchased.
An agreement shall be deemed to have been established between the Client and Vanbreda as soon as Vanbreda has accepted an Assignment in writing or has commenced the execution thereof. Vanbreda shall have the right to refuse Assignments entrusted to it without giving any reasons, including after it has sent a quotation to the Client for the performance of services.
All Assignments entrusted to Vanbreda shall strictly be concluded with and executed by Vanbreda, even if the Client intends for the Assignment to be executed by a specific individual employed at Vanbreda.
Unless the nature of the awarded Assignment or the arrangements between the parties indicate otherwise, Assignments entrusted to Vanbreda shall only create an obligation to use best efforts on the part of Vanbreda and never an obligation to achieve a result.
Any deadline indicated by Vanbreda in relation to the execution of the Assignment entrusted to it shall never be deemed a strict deadline, unless agreed otherwise in writing.
The present General Terms and Conditions have also been stipulated for the benefit of:
2.5.1 The directors and/or partners at Vanbreda and all individuals employed by it;
2.5.2 Any sister, subsidiary or parent companies of Vanbreda that are or will be involved in the execution of the Assignment.
These General Terms and Conditions shall continue to apply even when the aforementioned directors/partners and any other individuals employed by Vanbreda have left the service of the company or the aforementioned companies can no longer be considered to be sister, subsidiary or parent companies of Vanbreda.
Any purchasing or other conditions referenced by the Client upon acceptance of a proposal or quotation or conclusion of an agreement shall not apply, unless Vanbreda has accepted such conditions in writing without any reservation.
3. Proposals and quotations issued by the Provider and advice rendered by Vanbreda
Where Vanbreda presents the Client with proposals or quotations on behalf of a Provider, these shall be free of obligation and subject to acceptance by the relevant Provider, unless expressly stated otherwise in the proposal or quotation.
Clients shall not be able to derive any rights from calculations prepared by Vanbreda in relation to the costs of a Financial Product and any implications thereof for the (regular) charges payable by the Client. Such calculations must be deemed provisional and for indication only and may be subject to interim adjustments in interest rates and premiums. Vanbreda shall not be able to provide a final calculation of the costs and/or (regular) charges until the relevant Provider has submitted a quotation that has received the Client's approval.
Any advice issued to the Client by Vanbreda must be regarded as a snapshot in time and will be based on simplified views of the laws and regulations applicable at the time. Vanbreda shall not be able to provide a final calculation of the costs and/or (regular) charges until the relevant Provider has submitted a quotation that has received the Client's approval.
Whenever a Client sends Vanbreda a digital message, it should not assume that this message has been received by Vanbreda until such time as it has received confirmation of receipt (not being an automatic acknowledgement of receipt).
Any general information provided by Vanbreda, whether over the internet or otherwise and whether at the Client’s request or otherwise, shall be non-binding and can never be regarded as a recommendation issued by Vanbreda in the context of an Assignment entrusted to it, unless a communication from Vanbreda states otherwise or the relevant recommendations concern advice tailored to the Client's personal circumstances.
Vanbreda shall have the right to assume that the Client can be contacted at the address provided at the start of the assignment, including its email address, until the Client notifies Vanbreda of a change of address.
5. Use of third parties
Vanbreda shall be authorised to engage third parties for the purpose of executing the Assignment entrusted to it. Such third parties may include, without limitation, sister, subsidiary and parent companies. The costs incurred in connection with the use of such third parties shall be passed on to the Client.
In so far as the execution of the Assignment entrusted to it requires Vanbreda to make use of advice prepared by third-party advisors, including advice rendered by advisors such as accountants, lawyers and tax specialists, Vanbreda will, wherever possible, consult the Client about this in advance and exercise due care in selecting the relevant third party or parties. Vanbreda shall not be liable for any failure, whether attributable or otherwise, on the part of such third-party advisors.
In respect of third parties that have been engaged by Vanbreda in connection with the execution of the Assignment entrusted to it and which cannot be considered third-party advisors within the meaning of section 5.2. above, such as temporary workers and external administrative offices, Vanbreda shall be liable as if such parties were its own employees.
6. Fees and payment
The fee due to Vanbreda in respect of its services may form part of the premiums payable by the Client to the Provider. Alternatively an hourly rate or fixed fee may be agreed. Fixed fees must also be understood to include fixed regular payments or a subscription fee.
Unless the parties have made separate arrangements in this regard, the fee due to Vanbreda shall be included in the premiums payable by the Client to the Provider. The Provider shall then pay this fee to Vanbreda.
All changes in taxes and/or levies imposed by the government will be passed on to the Client. Vanbreda shall have the right to increase the agreed rates in the interim if, following acceptance of the Assignment, cost prices for Vanbreda are impacted by increases in the cost of materials or services necessary for the execution of the Assignment and/or by increases in other costs.
In the event that Vanbreda is engaged on a reimbursement basis, an advance payment may be required which must be paid by the Client in order for Vanbreda to commence the execution of the Assignment.
Unless a written arrangement or the invoice indicates otherwise, the Client shall pay invoices submitted by Vanbreda within 30 days of the invoice date, using the method stipulated by Vanbreda.
If the Client fails to make timely payment of the premiums owed by virtue of the insurance policies taken out by it, the Provider shall be entitled to suspend coverage based on the insurance policy and refuse to offer indemnification of losses incurred. Vanbreda shall not have any liability to the Client in such cases.
The Client shall only be permitted to offset amounts charged by Vanbreda for its services against a counterclaim lodged by the Client or suspend payment in connection with a counterclaim lodged by it, in so far as Vanbreda has acknowledged the counterclaim expressly and without reservation or the counterclaim has been irrevocably established in court.
If the Client fails to pay the amounts charged by Vanbreda within the agreed time frame, the Client shall be liable to pay statutory interest on the sum owed without any advance notice of default being required. If the Client fails to pay the sum owed to Vanbreda even after it has been given notice of default, Vanbreda shall have the option to pass on its claim for recovery, in which case the Client shall also become liable to pay all extrajudicial collection and other costs. All extrajudicial collection and other costs (including costs associated with drafting and sending reminders, conducting settlement negotiations and other activities in preparation of possible legal proceedings) and all judicial costs shall be borne by the Client. The extrajudicial collection and other costs shall be calculated on the basis of the Voorwerk II report, to which will be added a registration fee of € 25,-.
Payments made by the Client shall always be used to settle all interest payable and costs first and applied subsequently to invoices due and payable which have been outstanding for the longest period of time, even if the Client states that the payment relates to a later invoice.
If Vanbreda is of the opinion that the creditworthiness of the Client justifies this, Vanbreda shall be entitled to suspend provision of its services until the Client has furnished adequate security in relation to its payment obligations.
7. Information to be provided by the Client
The Client shall, at all times and both on request and otherwise, provide to Vanbreda all relevant information it requires to ensure proper execution of the Assignment entrusted to it. This includes, but is not limited to, any circumstances in which the Client's household composition, income, financial position, business use, business size, stock management or similar aspect changes to such an extent that Vanbreda would be required to bring its advice in line with this or any Financial Products previously purchased would potentially no longer offer adequate cover.
Vanbreda will only be able to fulfil its duty of care towards the Client if the Client strictly complies with the provisions of section 7.1.
In case of any failure to provide Vanbreda with the details necessary to execute the agreed Assignment, failure to do so in a timely manner or in accordance with the arrangements made or in the event that the Client otherwise fails to fulfil its obligation to provide information or any other obligation, Vanbreda shall be entitled to suspend the execution of the Assignment.
Responsibility for the accuracy and completeness of all information provided to Vanbreda by the Client rests solely with the Client. Where a failure to provide information or failure to provide accurate or complete information causes Vanbreda to spend more time or incur additional costs in connection with the execution of the Assignment, Vanbreda shall pass on the fees for this extra time and/or the additional costs incurred to the Client.
If information provided by the Client and used by Vanbreda to execute the Assignment is later found to be inaccurate or incomplete, the (general) policy conditions applied by the Provider may entitle it to cancel the insurance or credit facility (with immediate effect) or decide that losses incurred will not be compensated.
8. Liability on the part of Vanbreda
Any liability on the part of Vanbreda, its directors, employees and any persons engaged by Vanbreda in the execution of the Assignment shall be limited to the sum paid out under the professional liability insurance of Vanbreda, inclusive of the excess to be borne by Vanbreda. Further details regarding the professional liability insurance shall be provided to any party having a direct interest if they so request.
In the event that a specific case is not covered under the professional liability insurance of Vanbreda referred to in section 8.1, liability on the part of Vanbreda, its directors, employees and any persons engaged by Vanbreda in the execution of the Assignment shall not exceed the total amount in fees charged to the Client in relation to the Assignment that has given rise to the losses sustained. In the event that Vanbreda has not charged the Client a fee for its services, liability on the part of Vanbreda and its related parties shall be limited to the commission in respect of the premium charged to the Client by the Provider. The premium shall be understood to refer to either the one-off premium or the premiums owed over the period of one (1) year.
The Assignment shall be executed strictly for the benefit of the Client. Third parties shall not be able to derive any rights from the work performed for the Client.
In no event shall Vanbreda be liable for losses sustained by the Client or third parties as a result of inaccurate, incomplete or ill-timed information provided by the Client.
In no event shall Vanbreda be liable for any losses arising from errors in software or other computer programmes used by Vanbreda, unless Vanbreda is able to recover such losses from the provider of the relevant software or computer programmes.
In no event shall Vanbreda be liable for any losses arising from the fact that email or other messages sent to Vanbreda by the Client have failed to reach Vanbreda.
In no event shall Vanbreda be liable for any losses arising from the fact that the Client has failed to make timely payment for the premium and/or interest charged to it in relation to Financial Products purchased by it after brokerage through Vanbreda.
In no event shall Vanbreda be liable for any losses arising from the expiry of any financing arrangement clause agreed between the Client and its counterparty.
In no event shall Vanbreda be liable for any losses arising from the fact that the Provider has failed to have the documents required for the execution of notarial deeds ready on time and/or failed to deposit funds with the civil-law notary (in good time).
In the event Vanbreda provides consultancy or brokerage services for the purchase of Financial Products which include an investment element, Vanbreda shall provide a forecast regarding the results that the relevant product could achieve. This shall be for indicative purposes only. In no event shall Vanbreda be liable for losses on the part of the Client or third parties arising directly or indirectly from (adverse) developments in the value of the Financial Products and/or (poor) results, return, profitability or similar achieved from Financial Products. Nor shall Vanbreda be liable for losses sustained as a result of errors or inaccuracies in forecasts provided by third parties, including any Provider, in relation to the envisaged result, return, profitability or other aspect.
The provisions of this section shall not affect Vanbreda’s liability for losses caused as a result of employees of Vanbreda acting with intent or wilful recklessness.
The Client shall only be entitled to dissolve an agreement with Vanbreda if Vanbreda imputably remains in default of its obligations towards the Client even after proper notice of default has been given. The Client shall be required to comply in full with any payment obligations that have arisen prior to the dissolution and/or have regard to services already rendered.
9. Force majeure
Vanbreda shall not obliged to fulfil any obligation if it would not be reasonably possible for Vanbreda to do so as a result of changes outside of its control occurring in the circumstances that existed at the time the obligations were entered into.
Any failure on the part of Vanbreda to comply with its obligations shall in no case be attributable to it and shall not be at its risk in the event of an omission and/or failure on the part of its suppliers, subcontractors, carriers and/or other third parties engaged by it or in the event of fire, work strike or lock-out, riots or uprisings, war, government measures including import, export or transit bans, frost and any other circumstances the nature of which is such that compliance by Vanbreda can no longer be required.
10. Protection of personal data
Where the Client provides Vanbreda with personal data, Vanbreda will not use such data or disclose them to third parties for any other purpose than the execution of the Assignment entrusted to it, mailings to be sent to the Client by Vanbreda or similar, unless statutory or public policy provisions require Vanbreda to provide the relevant data to a designated body in the context of its business operations.
In the event that the Client objects to the inclusion of its personal data in any mailing list or other file kept by Vanbreda, Vanbreda will remove the relevant data from the relevant file upon the first written request by the Client.
Where the agreement or the law requires Vanbreda to provide a form of information security, that security shall meet the specifications concerning security agreed in writing between the parties. Vanbreda does not guarantee that the information security provided is effective in all circumstances. Where a specifically described form of security is absent from the agreement, security shall be of a level that is not unreasonable having regard to the state of the art, the sensitivity of the data and the costs involved in putting in place the security arrangements.
The Client shall indemnify Vanbreda against claims of persons whose personal data are recorded or processed in connection with a personal data file kept by the Client, or for which the Client is responsible under the law or otherwise, unless the Client proves that the facts upon which the claim is based are attributable to Vanbreda.
The Client shall indemnify Vanbreda against fines imposed by the Dutch Data Protection Authority under the Dutch Personal Data Protection Act in the instances where Vanbreda cannot be regarded as the controller of the personal data, unless the Client can show that the fine imposed by the Dutch Data Protection Authority is the result of intent and/or a serious imputable act on the part of Vanbreda Verzekeringen. The Client shall not have recourse against Vanbreda for fines imposed on it by the Dutch Data Protection Authority under the Dutch Personal Data Protection Act unless there is intent and/or a serious imputable act on the part of Vanbreda.
11. Complaints body
Vanbreda is registered with the Financial Services Complaints Tribunal (KiFiD) under no. 300.000870 for Vanbreda Risk & Benefits and no. 300.004598 for Kettlitz Wulfse Verzekeringen. Provided the Client qualifies as a consumer in accordance with the definition of KiFiD, it shall have the option to submit any dispute arising from quotations, proposals and agreements covered by the present terms and conditions to KiFiD for arbitration through the Financial Services Ombudsman, followed as appropriate by a binding recommendation from the Financial Services Disputes Committee, or submit the dispute to a civil court.
The Client shall only be able to submit a dispute to KiFiD after it has written to the Vanbreda board of directors and this has not resulted in a resolution of the dispute.
Vanbreda will accept a binding recommendation issued by the Financial Services Disputes Committee without reservation, in so far as the dispute submitted to the Committee for arbitration does not involve an amount in excess of €100,000 (in words: one hundred thousand euros). If the dispute does exceed this financial interest, Vanbreda shall be free to decide against acceptance of a binding recommendation.
12. Forfeiture of rights
Any complaint having regard to work performed by Vanbreda or the amounts of the sums invoiced by it must, at the risk of forfeiting all rights, be submitted to the Vanbreda board of directors in writing within 60 days after the client has received the documents, information or invoice to which the complaint pertains, or within 60 days after the client could reasonably have become aware of the shortcoming identified by it in the execution by Vanbreda. Submitting a complaint shall under no circumstance serve to suspend the payment obligations of the Client.
All rights of action and powers accruing to the Client in any manner whatsoever in connection with the work performed by Vanbreda shall in any case expire five years after the time at which the Client became aware of or could reasonably have been aware of the existence of such rights and powers.
All proposals and quotations issued by Vanbreda, as well all Assignments accepted by it, shall be subject to the laws of the Netherlands. In principle, the subdistrict court of the Court of The Hague has jurisdiction.
In the event of a conflict between the contents of the written arrangements between Vanbreda and the Client and the provisions of these General Terms and Conditions, the written arrangements shall prevail.
Any deviations from and/or additions to these General Terms and Conditions shall only be binding upon Vanbreda in so far as such deviations and/or additions have been expressly agreed in writing between Vanbreda and the Client.
In the event that any provision in these General Terms and Conditions is found to be null and void, only the relevant provision shall be excluded from application and all other provisions shall continue to apply in full.
Vanbreda shall be entitled to unilaterally amend the contents of these General Terms and Conditions in the interim. In the event that Vanbreda proceeds to make interim amendments, it shall send notification thereof to the Client and simultaneously provide a copy of the revised General Terms and Conditions. The Client shall be able to object to the application of the revised terms and conditions within 30 days of the date on which it was notified of the relevant amendments. In such cases the parties will consult one another on the contents of the applicable General Terms and Conditions. If the Client does not object to the revised contents of the General Terms and Conditions, they shall govern all arrangements made between the parties with effect from the date stipulated by Vanbreda.