General Terms and Conditions of Briddge B.V.

Latest update: February 6, 2024

 

1. Private limited liability company

Briddge B.V. (‘Briddge’), is a private limited liability company (“besloten vennootschap met beperkte aansprakelijkheid”) incorporated under Dutch law, having its corporate seat in Amsterdam and its registered office at Kabelweg 37, 1014 BA Amsterdam, the Netherlands, registered in the trade register of the Chamber of Commerce under number 51446030.

 

2. Onboarding and services

2.1 Briddge and the prospective or existing client will discuss the client’s needs and the services Briddge is able to provide. Following this, Briddge and the client will enter into an engagement letter (‘Engagement Letter’) that describes the services (‘Services’) Briddge will provide and the applicable fees, etc.

2.2 In the event Briddge will (also) provide Services to one or more legal entities affiliated with or otherwise connected to the client, the client agrees and confirms that that it will be jointly and severally liable for the financial obligations of the legal entity or legal entities. A Joinder Agreement to the Engagement Letter will be signed separately by the legal entity or legal entities at a later date.

 

3. Applicability                       

3.1 These General Terms and Conditions (‘General Terms and Conditions’) are additionally published on Briddge’s website.

3.2 These General Terms and Conditions exclusively govern all Services to be performed or performed by or on behalf of Briddge and/or any other affiliated, parent, and/or sister company, including but not limited to Stichting Third Party Accounts and Briddge Fiscal Representation BV. The applicability of any general terms and conditions of the client are explicitly excluded.

3.3 Briddge reserves the right to amend these General Terms and Conditions. Any amendments will become effective three (3) months after Briddge has notified its clients about the amendment(s) in writing or the amended General Terms and Conditions are published on the website of Briddge.

 

4. Engagement

4.1 The legal relationship between Briddge and the client is based on the Engagement Letter and shall qualify as an agreement of assignment under Dutch law (“overeenkomst van opdracht”). All engagements are best-efforts obligations and in no event should they been seen as obligations to achieve a certain result.

4.2 Briddge only advises, and can only be deemed to advise, in relation to Dutch law.

4.3 The applicability of articles 7:404 and 7:407(2) and article 7:409 of the Dutch Civil Code (“Burgerlijk Wetboek”) is expressly excluded. Requests for Services are deemed to be directed to Briddge only and not to any individual person associated with Briddge. Person associated with Briddge means: any employee, contractor, Partner, director, shareholder, or advisor of Briddge.

4.4 Regardless of whether an engagement is assigned to a specific person associated with Briddge, all engagements are accepted and performed by Briddge. Persons associated with Briddge are not personally bound or liable. The engagement does not end on their death, placement under guardianship, or liquidation.

4.5 These General Terms and Conditions may be relied on by Briddge and by any persons associated or formerly associated with Briddge and their legal successors.

4.6 All engagements are performed exclusively for the client’s benefit. Third parties cannot base any rights on the engagement or its performance.

 

5. Engagement of third parties

By requesting Briddge to provide Services, the client authorizes Briddge to involve, after consultation with the client, an independent third party to carry out (a part of) the engagement. If Briddge involves an independent third party not affiliated or otherwise associated with Briddge in connection with the provision of its Services to a client, Briddge will not be liable to the client for any error or omission ("fout") made by that independent third party. Briddge has the authority to accept a limitation of liability stipulated by that independent third party on behalf of the client.  

 

6. Provision of information by client

6.1 The client must provide, in good time and in the desired form and manner, all the data, information, and documents that Briddge requires in its opinion to perform the engagement, including but not limited to Know Your Customer information and documentation, and the client ensures they will provide any other form of co-operation that Briddge reasonably requires for the provision of the Services under the engagement or otherwise under any agreement concluded between Briddge and the client.

6.2 Any extra costs and fees arising from the failure to provide the required information and documents, or to do so in a timely or proper manner, are payable by the client.

6.3 The client warrants that the information and documents made available to Briddge are correct, true, complete, up-to date, and reliable, except insofar as otherwise is apparent from the nature of the information and documents. If and insofar as the client requests, the documents made available will be returned to the client.

 

7. Duties, responsibilities and warranties

7.1 The client represents and warrants to Briddge that:

  • the information or documentation provided does and will not infringe on third party rights, including any intellectual property rights;
  • the client hereby grants to Briddge permission to use, without charge, any of the client’s intellectual property required by Briddge solely for the purpose of providing the Services under the Engagement Letter;
  • each transaction that concerns the client complies with the law in the applicable jurisdiction;
  • the administrative organisation and the internal control procedures of the client meet the standards as required under the applicable law.
  • the client will not approach and/or make an offer of employment to any Briddge employee(s) without the prior written permission of Briddge. Violation of this will result in the client forfeiting, without further summons or notice of default being required, an immediately due and payable penalty equal to the annual gross salary, including vacation allowance, of the employee(s) concerned; and
  • the client grants Briddge permission to send unsolicited e-mails for commercial purposes to the client.

7.2 Briddge will use reasonable endeavours to:

  • act in accordance with the applicable law in all material respects;
  • perform the Services under the Engagement Letter with a reasonable level of care, skill and diligence in accordance with generally recognized industry practice for similar services under the applicable law; and
  • provide assistance where required in relation to queries.

7.3 Notwithstanding the foregoing, Briddge shall not be obliged to do or not to do anything which it considers to be in conflict with the interests of the client, the applicable law, or any other regulation(s) or (internal) policy rules or that may otherwise harm Briddge’s lawful interests, including its reputation.

7.4 Both the client and Briddge represents and warrants that:

  • it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its formation;
  • it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of the Engagement Letter;
  • it has the full right, power and authority to enter into the Engagement Letter, to grant the rights, and to undertake the obligations as outlined in the Engagement Letter.

 

8. Liability 

8.1 Briddge will act with due care in performing the Services and in accordance with the standard of care and skill required under Dutch law.

8.2 Briddge will not be liable for (in)direct damage, consequential damage, and/or loss of profits.

8.3 Briddge’s liability will never exceed the provisions set forth in these General Terms and Conditions, irrespective of whether claims are based on contracts or on any other grounds, in particular tort (“onrechtmatige daad”). 

8.4 Should Briddge be liable for any damage incurred by the client despite the aforementioned, the liability of Briddge is limited to the amount to which Briddge is entitled in the case in question under the professional liability insurance taken out by it, increased by its deductible under that insurance. Subject to the applicable conditions, this insurance has a maximum coverage of EUR 1.000.000 per claim and EUR 2.000.000 per contract year. The client may inspect the policy at the offices of Briddge.

8.5 If and insofar as no payment is made under the aforementioned insurance for any reason, Briddge’s maximum liability towards the client is limited to the amount that Briddge has charged or will charge the client for the work to which the loss is related during the twelve (12) month period preceding the notice of liability, subject to a maximum of EUR 25,000 per contract year.

8.6 The limitation of Briddge’s liability does not apply in the event of intent or gross negligence on the part of its management board or managers (“afdelingshoofden”).

8.7 Any liability, regardless of the ground, of employees or other natural persons who work or have worked at Briddge or with whom Briddge has entered into an agreement regarding the performance of the engagement and who could be held liable or jointly liable for the loss is excluded. Those persons may rely in relation to the clients on these General Terms and Conditions and on the limitation of liability that they contain, as a third-party clause.

8.8 The limitation of liability set out in this article also applies if the loss is due to the hardware, software, registers, internet connection or other property or information sources of third parties used when performing the engagement, or to any defect thereof.

8.9 The client indemnifies Briddge against all third-party claims, including the reasonable costs of legal assistance, that are in any manner related to or arise from the work performed for the client, except in the event of intent or gross negligence on the part of Briddge’s management board or managers (“afdelingshoofden”).  

8.10 Any claim for compensation of damage will lapse one (1) year after the date on which the client became aware or could have become aware of the damage and Briddge’s possible liability (“vervaltermijn”).

 

9. Fees and payment terms

9.1 Unless otherwise agreed in advance, the fees for our Services will be determined by multiplying the number of hours spent on a specific matter by the applicable hourly rate. The applicable hourly rate depends on the seniority of the associate involved, the complexity of the matter, and the urgency. Briddge is always entitled to demand a retainer from the client.

9.2 Briddge’s fixed fees and hourly rates exclude VAT and other eventual taxes due in or outside of the Netherlands as well as expenses such as notary and Chamber of Commerce fees, government fees, and the fees incurred by independent third parties.

9.3 Notwithstanding (interim) fee adjustments, the fees for our Services will be adjusted every year effective January 1.

9.4 Briddge issues their invoices on a monthly basis with a payment term of thirty days (30) days. In the event the client disagrees with the invoice, the client must inform the client in writing within fourteen (14) days. After the expiry of this fatal term, the client will be deemed to have accepted the correctness of the invoice.

9.5 The invoice will be provided to the client exclusively per e-mail in PDF format. Any additional steps required for the payment of the invoice in connection with the client’s internal administrative process is the responsibility of the client. 

9.6 Any costs, disbursements, banking fees, (withholding) taxes, and/or similar expenses are the client’s responsibility.  

9.7 An interest of 8% per annum may be charged to the client over any overdue amount. The client shall not be entitled to any set-off or suspension. All judicial and extra-judicial costs incurred by Briddge in connection with the collection of its claims shall be borne by the client, subject to a minimum of 15% of the outstanding invoices. If payment of the invoice(s) remains outstanding, Briddge reserves the right to suspend or terminate the Services with immediate effect.

9.8 Briddge shall be entitled to set off any conditional and/or reasonably foreseeable claims it may or shall have on the client against any amounts it owes or shall reasonably owe to the client.

 

10. Know Your Customer

10.1 Under the applicable legislation, including the Dutch Law for preventing money laundering and financing of terrorism (“Wet ter voorkoming van witwassen en financieren van terrorisme” or the “Wwft”) and the Sanctions Act 1977, Briddge is obliged to verify the identity of its clients and report unusual transactions to the authorities in certain circumstances.

10.2 Prior to providing the Services, Briddge must therefore complete its Know-Your-Customer check (‘KYC’). The relationship between Briddge and the clients is conditional on the positive outcome of the KYC. Briddge reserves the right to request information and/or documents about the client and its activities as well as any parent, subsidiary, affiliate, employee, or contractor of the client. If Briddge comes to the conclusion that it cannot accept the client or the KYC is not successfully completed, Briddge reserves the right to not provide the Services until such time as Briddge can accept the client or the KYC has been successfully completed.

10.3 Even after signing the Engagement Letter, the relationship will remain conditional on the continued positive outcome of regular KYC reviews. Briddge shall not be obliged to perform and/or to continue to perform and so may suspend the provision of any Services, of whatever nature, in the event that the client does not provide the necessary information and/or documentation as has been requested by Briddge in order to perform the regular KYC updates.

10.4 In the event of any changes, of any nature, in the structure of the client, including, but not limited to, any transfer, sale, pledge or other disposal of the direct or indirect control over the client or any changes in KYC, for example a change in UBO, ownership or board members, or a share transfer, Briddge needs to be notified within fourteen (14) days. 

 

11. Termination of the Engagement Letter

11.1 The Engagement Letter can be terminated by the client or by Briddge at the end of any calendar month by giving at least one months’ prior written notice.

11.2 Briddge can, at its sole discretion, also suspend the Services or terminate the Engagement Letter with immediate effect in the event that continuing to provide the Services is no longer lawful, possible, and\or reasonable for Briddge.

11.3 Briddge can, at its sole discretion, also terminate the Engagement Letter with immediate effect in the event the KYC check or regular KYC review has not be successfully completed.

11.4 Time spent up to and including the suspension or termination date of the Engagement Letter shall be invoiced to the client.

 

12. Data protection

12.1 For the purposes of providing the client with the requested Services as well as to comply with statutory requirements, Briddge will need to collect, process, and store certain relevant (personal) data. This data will, where possible, only be stored on servers and/or shared with (sub)processors within the European Economic Area (EEA) however this data may sometimes also be shared with parties outside of the EEA. With regard to the protection of this data, Briddge acts with the care that may be expected of it in the circumstances of the case. The client agrees to electronic data exchange (internet and e-mail) and realises that, despite all the security measures taken by Briddge, no absolute certainty can be given against unauthorised access. Briddge is not liable for loss of data or other loss caused by unauthorised access.

12.2 Briddge’s Privacy Statement further details which (personal) data is collected, processed, and stored and the steps Briddge will take to ensure its security. The Privacy Statement can be found on Briddge’s website and will be updated from time to time as required. For further questions regarding this Privacy Statement, please contact Briddge’s GDPR compliance team at gdpr@briddge.com.

 

13. Destruction of files

13.1 The digital file created as a result of the engagement will normally be kept for two (2) years after the engagement has ended or longer if required to fulfil statutory or contractual obligations and/or for the establishment, exercise, or defence of legal claims, and where there is a legitimate interest for doing so. After this period, Briddge will be entitled to destroy the digital file.

13.2 Briddge will destroy the physical file after completion of the engagement or, at the request of the client, send the original documents to the client by courier or registered post.

 

14. Confidentiality

14.1 From time to time during the term of the Engagement Letter, one Party (the ‘Disclosing Party’) may disclose or make available to the other Party (the ‘Receiving Party’) confidential information. Confidential information includes any non-public information that the Disclosing Party specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which is created or produced, solely or with others, within the framework of the Engagement Letter (‘Confidential Information’). Confidential Information includes, but is not limited to, internal information pertaining to products, services, research, descriptive material, specifications, intellectual property, software, sales and customer information, business plans, policies or practices of the Disclosing Party as well as third party information received from the Disclosing Party which the Disclosing Party is obligated to treat as confidential.

14.2 Confidential Information shall not include any materials or information which the Receiving Party shows:

  • is at the time of disclosure generally known by or available to the public or became so known or available thereafter through no fault of the Receiving Party;
  • is furnished by the Disclosing Party to third parties without restriction; or
  • is furnished to the Receiving Party by a third party who legally obtained said information and the right to disclose it.

14.3 The Receiving Party will not disclose any Confidential Information to third parties without the prior written authorization of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if such disclosure is required in connection with the provision of the Services. In addition, the Receiving Party may disclose Confidential Information in accordance with judicial or other governmental orders or in accordance with the Receiving Party’s legal obligations, provided the Receiving Party will give the Disclosing Party reasonable notice prior to such disclosure, unless such prior notice is prohibited under the applicable law, the Receiving Party cannot be reasonably expected to notify the Disclosing Party given the circumstances of the disclosure, and/or the Confidential Information is disclosed to a third party who itself has a duty of confidentiality, and will comply with any applicable protective order or equivalent. 

14.4 This article will remain in full force and effect after the termination of the Engagement Letter, regardless of the manner thereof.

 

15. Complaints procedure

Briddge has a complaints procedure in place that governs all engagements performed by or on behalf of Briddge and all legal relationships between Briddge and its clients. Briddge handles every complaint received from a client in accordance with this complaints procedure. Complaints that cannot be resolved in accordance with the complaint’s procedure may be submitted to the competent court.

 

16. Governing law and competent court

The legal relationship between Briddge and its client is exclusively governed by Dutch law. Any dispute arising from that relationship is exclusively submitted to the competent Court of Amsterdam, however, Briddge reserves the right to have such dispute brought before any other competent court or arbitration tribunal.