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General Terms and Conditions

GENERAL TERMS AND CONDITIONS of FRAME OFFICES BV (the “General Terms and Conditions”), a private limited company incorporated under Dutch law, established at Coolsingel 104 in (3011AG) Rotterdam and registered with the Chamber of Commerce under number 27330216) and all its subsidiaries and sister companies, hereinafter referred to as “Frame Offices”.

1. Applicability and definitions

1. These General Terms and Conditions apply to all quotations and commercial communications issued by Frame Offices and agreements concluded by Frame Offices with a third party, unless expressly deviated from in writing.

2. An agreement between Frame Offices and a third party is concluded by signing by the User or by the commencement of the purchase of the Services by the User. By signing or purchasing the Services, the User accepts all provisions of the Agreement, including these Terms and Conditions. The Agreement supersedes and replaces all prior proposals, correspondence, agreements, or other communications, whether written or oral.

3. Frame Offices reserves the right to supplement and/or amend the General Terms and Conditions, subject to reasonableness and fairness.

4. In the event that a version in another language has been provided for information, the Dutch version of these General Terms and Conditions shall always be the leidenand legally valid version.

5. In the interpretation of the documents, the documents mentioned first below shall prevail over the documents mentioned later:

  1. The Agreement;
  2. any Special Conditions agreed upon;
  3. these General Terms and Conditions;
  4. Price list (Optional) Services.

6. Unless the Conditions expressly provide otherwise, for the purposes thereof, the singular shall be deemed to include the plural and vice versa, and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.

DEFINITIONS

Frame Offices: Frame Offices BV and insofar as Frame Offices BV acts as manager, authorized representative, or sublessor for any owner of a Property, who is the owner or lessor. Where it is clear from the context of the text and the placement of the term Frame Offices that it also refers to the Owner, the Owner is likewise meant.

Owner: in the event that Frame Offices is not the party entitled to lease the Unit, the owner of the Object.

User: the party entering into the Agreement with Frame Offices or the Owner.

Inventory list: this is the list containing the inventory and photos of the inventory, including any defects, such as stains, scratches, etc.

Optional Services: the optional services that Frame Offices provides to the User, as stated in the Agreement, whereby the User pays for the purchased Optional Service (payment per use).

Notice period: the notice period stated in the Agreement and, failing that, 3 months prior to the end of a Service period or, in the event that the owner or the landlord of the Property terminates the (rental) agreement with Frame Offices, the notice period applicable to such (rental) agreement.

Agreement: any agreement concluded between User and Frame Offices and – where applicable – between the User and the Owner.

Object: the location where the Services and Optional Services are delivered by Frame Offices.

Parties: the User and Frame Offices, and, where applicable, the Owner.

Services: subject to the Optional Services, all services and products supplied by Frame Offices in the Property, including – where applicable – the Services to be supplied by the Owner.

Unit: the description of the unit to be purchased by the User in the Object, in terms of square meters, quality, and characteristics, as part of the Services.

Security deposit: the security deposit to be paid by the User as stated in the Agreement.

2. Purchase of the Services

2.1 Frame Offices – and, where applicable, the Owner – provides the Services and, to the extent desired, the Optional Services in the Property in accordance with the Agreement and these General Terms and Conditions. Frame Offices assigns a Unit to the User which is to be used exclusively for office purposes. Frame Offices reserves the right to assign the User a different Unit if, in Frame Offices’ sole discretion, this benefits Frame Offices’ business operations. The User’s Unit shall at all times comply with the agreed scope, characteristics, and quality in the Agreement. In those cases where the User is assigned a different Unit, this shall be without (additional) costs to the User.

2.2 The User's business may only be operated under the User's own name or another agreed trade name. It is not permitted to hang (advertising) signs on the door of the Unit or anywhere else visible outside or inside the Unit without prior permission. The address of the Property may be used as the correspondence and business address for the User during the term of the Agreement.

2.3 Change in User Organization. The User is obliged to notify Frame Offices in writing of any intended relevant changes to his/her organization, including its corporate legal structure. The aforementioned notification must reach Frame Offices at such a time that it can still take all necessary measures regarding the intended change in a timely manner. These measures include, but are not limited to, legal actions, such as lodging an objection against a proposal for a legal merger or demerger.

2.4 Domicile. From the effective date of the Agreement, all communications from Frame Offices to the User in connection with the execution of the Agreement shall be addressed to the address of the Unit. In the event that the User no longer actually conducts its business at this address, the User undertakes to immediately notify Frame Offices thereof in writing, stating a new domicile. In the event that the User vacates the Property without providing Frame Offices with a new domicile, the address of the Property shall apply as the User's domicile.

2.5 Pursuant to the Anti-Money Laundering and Counter-Terrorism Financing Act (“Wwft”), Frame Offices is obliged to periodically perform a UBO check. The purpose of this is to combat money laundering and terrorist financing. Based on the information/documents provided by the User, we subsequently assess whether it is necessary to request further information/documents from you. In addition, we provide your personal data to third parties (in compliance with the General Data Protection Regulation (GDPR)) if we are required to make a report pursuant to the Wwft.

2.6 User shall comply with (i) house rules, (ii) the provisions applicable to the User arising from a deed of division applicable to the Object (iii) and/or internal regulations, which have been incorporated in part or in whole into the house rules and the instructions reasonably given by Frame Offices (“House Rules”).

2.7 Except with the prior written consent of Frame Offices, the User is not permitted to assign the Unit, in whole or in part, to third parties for use, or to transfer the rights arising from this Agreement, in whole or in part, to third parties or contribute them to a partnership or legal entity.

2.8 Maintenance of the Unit. The User shall properly maintain the Unit assigned to him at any time and its furnishings, and ensure that the Unit and said furnishings are not damaged or altered in any respect. The User is liable for all damage caused by the User or by anyone using this Unit and the common areas in the Property with the User's consent.

2.9 Office furniture and equipment. It is prohibited to install cables, IT equipment, and connections in any Unit without prior written permission from Frame Offices.

2.10 Keys and security. All keys and key cards are the property of Frame Offices. It is prohibited to duplicate them or to grant their use to third parties without prior permission from Frame Offices. In the event of loss or theft, Frame Offices must be notified immediately. Any resulting costs shall be borne entirely by the User. During the use of the common areas, both during and outside normal office opening hours, the User is responsible and liable for the proper locking and securing of the doors of the Unit and the Object.

2.11 Public and private law rules and obligations. The User shall comply with all laws, regulations, decrees, and obligations applicable to it or its business operations. The User shall refrain from anything that could hinder, damage, or cause nuisance or annoyance to the use of the common areas by others, the owner of the Property or Frame Offices, or that results in increased insurance premiums, or causes loss and damage to the owner of the Property, Frame Offices, and/or other interested parties. The User is responsible, both at and after the commencement of the Agreement, for obtaining and maintaining all permits, exemptions, and authorizations required for the use of the Unit(s), in accordance with the (intended) use of the Unit(s) by the User.

2.12 Electricity and IT. The User's use of electricity may not exceed normal use (normal use includes: office equipment such as laptops, desktops, printers, etc.; non-normal use includes: microwaves, air conditioners, coffee machines, etc.) unless otherwise agreed. If, in the reasonable judgment of Frame Offices, the use exceeds the normal standard without the Parties having made further agreements in this regard, the User shall be liable for the resulting additional costs and/or any damage to the owner of the Object, Frame Offices, and/or third parties. The User may not install cabling, IT, or telecom connections without the prior written consent of Frame Offices. As a condition for Frame Offices' consent, the User must allow Frame Offices to supervise any installations (e.g., IT or electrical systems) and to verify that these installations do not hinder the use of the Object by other Users, Frame Offices, or a tenant/landlord/owner of the Object. The costs for installation and de-installation shall be borne by the User. Frame Offices makes no promises and cannot provide any guarantees regarding a maintained level of connection to the Frame Offices network or to the internet in general, nor regarding the level of security of information and data that the User places thereon. The User shall take such security measures (such as encryption) as he deems appropriate for his business. The User’s sole and exclusive remedy regarding issues of reduced connectivity, which fall within the reasonable control of Frame Offices, is for Frame Offices to attempt to remedy the problem within a reasonable period after notification by the User to Frame Offices.

2.13 Environment. Parties shall scrupulously comply with guidelines, regulations, or instructions from the government or other competent authorities regarding the (separate) disposal of waste materials. In the event of non-compliance or incomplete compliance with this obligation, the defaulting party shall be liable for the resulting financial, criminal, and possible other consequences.

2.14 Insurance. The User is obliged to adequately insure its property, employees, and any third parties brought into or used by the User in the Object, and to keep them insured throughout the Agreement. Frame Offices and/or the Owner accept no liability whatsoever for this, nor can they be held liable for it. If the User chooses not to take out insurance, the User may never rely on the insurance of Frame Offices or the Owner.

2.15 Access to the Unit. Frame Offices shall at all times have access to the Unit assigned to the User at any given time. Except in urgent cases, Frame Offices shall always notify the User in advance when any inspections, tests, repairs, other routine tasks, cleaning, or maintenance will take place, or when a Unit will be shown to potential future users. The User shall cooperate to enable Frame Offices to carry out the foregoing.

2.17 Non-accessible parts of the Object. Without prior written permission from Frame Offices, the User is not permitted to enter or allow entry to the installation rooms, roofs, and other areas of the Object not intended for general use, or to park means of transport in places other than those designated for that purpose.

2.18 Emergency facilities. The User shall keep escape routes and emergency doors in the Unit and the Property clear at all times and guarantee the accessibility of emergency facilities (including fire extinguishing equipment, etc.).

2.19 Lifts, etc. The User may use any existing lift, automatic door mechanism, or similar facility belonging to the Unit or the Object solely at their own risk.

3. Services and Optional Services

3.1 The User has access to the Object during the times specified in the House Rules, where Frame Offices will provide the Services and any Optional Services during office hours from Monday to Friday. The User may make specific arrangements with Frame Offices regarding the delivery of Services and Optional Services outside office hours. Frame Offices will endeavor to deliver requested (Optional) Services as soon as possible. However, this constitutes merely a best-efforts obligation, and Frame Offices is not liable for any delay in the delivery of (Optional) Services. If Frame Offices deems a request for Services to be excessive, it has the right to charge an additional fee for this based on Frame Offices' customary rates and the time and costs involved in providing the service.

3.2 Reception services . The User has the right to make use of the reception services provided by Frame Offices.

3.3 Telephony, data, internet, and other services . The User is not permitted to obtain services relating to telephony, data, and internet facilities, security, and copying facilities from third parties without the prior written consent of Frame Offices. The provision of said services is reserved for Frame Offices or parties contracted by it.

3.4 Adjustment of Fee for (Optional) Services. The fee for the Services agreed upon in the Agreement (the “Fee”) will be adjusted for the first time twelve months after the Agreement enters into force, based on the change in the monthly price index according to the consumer price index (CPI) series for all households (2015=100), published by Statistics Netherlands (CBS). The adjusted Fee is calculated according to the formula: the adjusted fee is equal to the applicable fee on the date of adjustment, multiplied by the index figure of the calendar month that lies four calendar months prior to the calendar month in which the Fee is adjusted, divided by the index figure of the calendar month that lies sixteen calendar months prior to the calendar month in which the Fee is adjusted. The Fee will not be adjusted if an indexation of the Fee results in a lower fee than the last applicable one. The last applicable Fee shall remain unchanged until, at a subsequent indexation, the index figure for the calendar month four calendar months prior to the calendar month in which the Fee is adjusted exceeds the index figure for the calendar month four calendar months prior to the calendar month in which the last fee adjustment took place. In that case, the index figures for the calendar months referred to in the previous sentence shall be applied to that fee adjustment. An indexed Fee is due and payable, even if no separate notification of the adjustment is given to the User. If Statistics Netherlands (CBS) ceases publication of the said price index figure or changes the basis for its calculation, an index figure that is adjusted as closely as possible to or comparable to that index shall be applied. In the event of a difference of opinion regarding this, the most diligent party may request a ruling from the Director of Statistics Netherlands, which shall be binding upon the parties. Any costs associated with this shall be borne equally by the parties. To the extent that Frame Offices can demonstrate an increase in the purchase price level of the Services of at least 5%, Frame Offices reserves the right to adjust the amount of the (Optional) Services and/or charge additional costs for the (Optional) Services (this includes, but is not limited to: gas, water and electricity). The User is bound by such an adjustment following substantiated notification by Frame Offices. The fees in the event of any renewal of an Agreement shall be based on the then-applicable market rate (prices are determined annually, so depending on the time at which the Agreement is to be renewed, a price change may occur). If a new market price applies, Frame Offices will notify the User thereof at least 15 (fifteen) days prior to the termination date.

3.5 Interrupted (Optional) Services. Frame Offices cannot guarantee that the Services and Optional Services will not be interrupted or will be free from errors. Frame Offices is not liable, nor can it be held liable, for any damage suffered by the User as a result.

4. Commencement and duration of the Agreement

4.1 Each Agreement is entered into for the initial period stated in the Agreement. Subject to early termination by either party, after the expiry of that period, the Agreement shall be continued at each stage for a period equal to the initial period stated in the Agreement, subject to notice of termination by either Party at least three (3) months prior to the end of the current contract period.

4.2 If, for whatever reason, Frame Offices is unable to make the Unit available at the commencement of the Agreement, Frame Offices shall not be liable to the User for this. Payment of the fee for the Services shall be suspended until a Unit can be made available to the User.

5. Termination of the Agreement

5.1 Each Party may terminate the agreement in writing at the end of the current period, subject to a notice period of at least three (3) months.

5.2 Frame Offices, or – if applicable – the Owner, may terminate the Agreement immediately after proper notice of default to the User in the following cases:

  1. If the User has not paid the amounts due by him at the agreed times; or,
  2. If the User fails to comply with any material obligation under the Agreement, these General Terms and Conditions, or the House Rules.

5.3 Frame Offices, or – if applicable – the Owner, may terminate the Agreement with immediate effect without observing a notice period if the User:

  1. the Unit or the Object used in violation of public or private law or regulations/obligations;
  2. the User no longer complies with the UBO requirements imposed on the User by operation of law;
  3. ceases his profession or business in the Object/Unit wholly or to a significant extent;
  4. applies for admission to the Debt Restructuring Act for Natural Persons, the Private Agreement Homologation Act, or is already admitted to one of these acts;
  5. if the User is not a natural person, loses its legal personality, is dissolved or is de facto liquidated;
  6. is declared bankrupt;
  7. offers a settlement outside of bankruptcy or if the User's assets are seized; or
  8. passes away.

5.4 If Frame Offices, or – if applicable – the Owner, terminates the Agreement pursuant to Article 5.2 or 5.3 of these General Terms and Conditions, the User remains obliged to comply with the following obligations:

  1. payment of Services for the current period of the Agreement, Optional Services insofar as they have been purchased; and
  2. indemnifying Frame Offices against any costs and/or losses and/or third-party claims resulting from the immediate termination of the current Agreement.

5.5 At the end of the Agreement, the User shall vacate the Object and the Unit with immediate effect, leaving behind all items made available (including those items listed on the Inventory List) clean and in the condition transferred to the User, subject to wear and tear from normal use.

5.6 All items that the User has evidently disposed of by leaving them behind in the Unit or the Object at the end of the Agreement may be removed by Frame Offices, at its own discretion and without any liability, at the User's expense. If the space is not delivered in its original condition and/or clean, Frame Offices will charge the costs thereof to the User and offset them against the Security Deposit.

5.7 If, without the permission of Frame Offices, the User continues to make unauthorized use of the Unit or the Object in any form whatsoever after termination of the Agreement, the User shall be liable for all damages and losses suffered by Frame Offices. In that case, the User is obliged to pay Frame Offices an additional fee in accordance with an amount for Services for the duration of the unauthorized use.

6. Payments

6.1 The fee for the Services and the fee for Optional Services must be paid into the account specified by Frame Offices. The payment must be credited before the first day of the period to which it relates.

6.2 All amounts mentioned in the Agreement and these General Terms and Conditions are exclusive of VAT. Sales tax will be charged on the mentioned amounts.

6.3 If the User has not paid the amount due after the expiry of the payment term, a first payment reminder will follow after 14 days, followed by a second payment reminder after another 14 days. If the User fails to respond to both payment reminders, the User shall automatically forfeit to Frame Offices a payable penalty of 20% per calendar month that the User is in default. The aforementioned penalty (interest) shall not become due if, prior to the stated due date of the original invoice, the User has submitted a substantiated claim regarding complaints about (non-)delivered (Optional) Services to Frame Offices by registered letter and Frame Offices has not responded substantively thereto within 4 weeks of receipt of this letter. The foregoing shall not affect Frame Offices’ right to exercise its other rights, including the right to performance and the right to full compensation for damages insofar as the damages suffered exceed any penalty forfeited.

7. Value Added Tax

7.1 The part of the Services relating to the provision of a Unit and any parking spaces by Frame Offices or the Owner to the User qualifies for VAT purposes as a service equivalent to rental within the meaning of the Turnover Tax Act 1968.

7.2 The Parties exercise the option to opt for a lease subject to VAT, as referred to in Article 11, paragraph 1, opening words, part 5 of the Turnover Tax Act 1968 in conjunction with Article 6a of the Turnover Tax Implementing Decree 1968. Turnover tax is also charged on the remuneration owed by the User for Services to be provided by or on behalf of Frame Offices or the Owner, as set out in the Agreement. For the part of the Agreement by which a part of the Object is made available to the User, the Agreement is equated with a written lease agreement.

By signing the Agreement, the User declares on behalf of Frame Offices or the Owner (and their potential legal successor(s)):

  1. that the User complies with the requirement that the Unit(s) and the parking space(s) are used sustainably, and will continue to be used sustainably, for services for which a (virtually) full right to deduct value added tax exists pursuant to Article 15 of the Value Added Tax Act 1968;
  2. that the start date stated in the Agreement is used as the start date for the VAT-taxable services and supplies;
  3. that the User's financial year runs from 1 January to 31 December inclusive;
  4. that the stated amounts for Services and Optional Services are all increased by 21% VAT.

8. VAT damage compensation

8.1 If the User no longer purchases the Services for services that entitle to a deduction of value added tax and, as a result, the exception to the exemption from the remittance of value added tax on (part of) the Services is terminated, the User shall no longer owe value added tax on the rental price; however, effective from the date on which such termination takes effect, the User shall owe Frame Offices or the Owner (and their legal successor(s)), in addition to the remuneration for the Services and instead of value added tax, such a separate remuneration that is fully compensated for:

  1. the VAT on the operating costs of the leased premises or investments therein that is no longer deductible as a result of the termination of the option for Frame Offices or the Owner (and their legal successor(s));
  2. the value added tax that Frame Offices or the Owner (and their legal successor(s)) must pay to the Tax and Customs Administration as a result of the termination of the option due to recalculation as referred to in Article 15, paragraph 4 of the Value Added Tax Act 1968 or revision as referred to in Articles 11 to 13 inclusive of the Implementing Decree on Value Added Tax 1968;
  3. all other damage suffered by Frame Offices or the Owner (and their legal successor(s)) as a result of the termination of the option.

8.2 In the event that, in any financial year, the use of the Unit(s) for services that entitle to a VAT deduction of 90% or more has not been complied with, the User shall notify Frame Offices thereof within four weeks after the end of the relevant financial year by means of a declaration signed by the User. Within the same period, the User shall send a copy of that declaration to the Tax and Customs Administration.

8.3 If the User fails to comply with the information obligation as referred to in Article 8.2 and/or fails to comply with the obligation to put the premises into use as referred to in Article 7.2, or if it subsequently appears that the User proceeded from an incorrect premise and Frame Offices or the Owner (and their legal successor(s)) consequently, as it turns out afterwards, wrongly charged VAT on the rental price, the User is in default and Frame Offices or the Owner (and their legal successor(s)) is entitled to recover the resulting financial loss from the User. This loss concerns the full amount of VAT still owed to the Tax and Customs Administration by Frame Offices or the Owner (and their legal successor(s)) in this regard, increased by interest, any penalties, as well as further costs and damages. The provisions of this paragraph provide for a compensation scheme in the event that the option is terminated retroactively, in addition to the scheme set out in Article 8.1. The additional damages arising for Frame Offices or the Owner (and their legal successor(s)) from that retroactive effect shall be immediately, fully, and unconditionally due and payable by the User. Frame Offices or the Owner (and their legal successor(s)) shall cooperate if the User wishes to have the statement of these additional damages verified by an independent registered accountant. The costs thereof shall be borne by the User.

8.4 The provisions of this Article 8 shall also apply if Frame Offices, the Owner, or its legal successor(s) are confronted with damages resulting from the termination of the option applicable to the parties only after the termination of the Agreement, whether or not interim, such damages shall then be immediately, fully, and unconditionally due and payable.

8.5 Without prejudice to what is otherwise provided in this regard in the Agreement, the User shall in any event, exercising the option (as referred to in Article 7.1), purchase or have purchased the Services before the end of the financial year in which the effective date referred to in the Agreement falls.

9. Liability

9.1 In cases where Frame Offices is unable to provide the Services at the Property on the commencement date of the Agreement, Frame Offices or the Owner shall not be liable to the User for any loss or damage. Subject to availability, Frame Offices will offer the User an alternative location. If Frame Offices is unable to provide the Services at the Property specified in the Agreement and cannot offer an alternative Property, the User may postpone the commencement date of the Agreement or terminate the Agreement.

9.2 Frame Offices or the Owner is not liable and cannot be held liable for damage caused to the person or property of the User or of third parties by the occurrence of and the consequences of visible and invisible defects in the Unit, the Object, or arising from the occurrence and consequences of weather conditions, stagnation in the accessibility of the Unit, stagnation in the supply of gas, water, electricity, heat ventilation or air conditioning, malfunction of installations and equipment, inflow and outflow of gases or liquids, fire, explosion and other incidents, disturbance in the use of the Unit and/or shortcomings in the services provided by Frame Offices, except in the case of damage resulting from intent or willful recklessness on the part of Frame Offices.

9.3 Frame Offices or the Owner is not liable and cannot be held liable for damage to documents or other items suffered as a result of services or (Optional) Services performed by postal services, courier services and/or other companies.

9.4 Frame Offices or the Owner is not liable and cannot be held liable for business losses of the User or for damage resulting from the activities of other users and/or from impediments to the use of the Unit caused by third parties. If, as a result thereof, Frame Offices is unable to provide the Services and liability in this regard is not excluded under these Terms and Conditions, liability shall be limited to the reimbursement of a reasonable portion of the fee for the Services in the current contract year.

9.5 The User is obliged to take timely measures to prevent and limit damage to the Unit. The User is obliged to notify Frame Offices immediately if damage to/in the Unit has occurred or threatens to occur.

9.6 Frame Offices or the Owner shall under no circumstances be liable for any lost revenue, lost profits, loss of expected (cost) savings, loss or damage to data, third-party claims, or (other) consequential damages. The User is strongly advised to insure against such losses, damages, costs, or claims.

9.7 Except in the case of intent or willful recklessness on the part of Frame Offices' senior management, the total liability of Frame Offices under the Agreement or of a tort claim against the User is limited to the fee paid for Services in the calendar year in which the damaging event occurred.

9.8 The User is liable for all damage to the Object, unless the User proves that the damage is not attributable to the User or those present in the Object with the User's permission, whether expressly or implicitly, including but not limited to all employees, representatives, contractors, and/or agents. Furthermore, the User is liable for all damage caused by the User or those present in the Object with the User's permission, expressly or implicitly, including but not limited to all employees, representatives, contractors, and/or agents.

10. Indemnification

Unless there is gross negligence on the part of Frame Offices or the Owner, the User shall indemnify Frame Offices against claims, damages, losses, and costs arising from/caused by:

  1. death or injury within the Unit used by the User;
  2. third parties whom the User has admitted to the Premises and/or the Unit, personnel of the User and persons for whom the User is liable;
  3. fines or (damage) claims imposed on Frame Offices due to conduct or omissions of the User;
  4. damage caused to the person or property of the User or of third parties and claims by third parties in this regard; and
  5. failure to comply with any obligation under the Agreement or these Terms and Conditions.

11. Confidentiality

11.1 The Parties shall maintain confidentiality regarding the content of the Agreement. Neither Party shall disclose the content of this Agreement without the prior consent of the other Party, unless required by law, regulation, or a competent authority. This obligation shall also apply after termination of the Agreement. Frame Offices shall at all times maintain confidentiality regarding the business operations of the User, unless otherwise provided by law or regulation, these Terms and Conditions, and/or the Agreement.

12. Protection of Personal Data

12.1 The Parties agree that Frame Offices is entitled to process personal data of the User. Frame Offices will only process those personal data (as a rule only name and email address) of representatives or employees of the User that are necessary for the execution of this Agreement. Such data will be used solely for that purpose and only for as long as that purpose is served. Once the relevant purpose has been served, the data will be deleted.

12.2 Visual Material. The User is aware that Frame Offices collects visual material for marketing purposes. The User is aware that he and/or his employees may be captured on video or that User branding (logos) may be visible.

12.3 Frame Offices has taken market-standard technical and organizational measures to prevent other use or leakage of such data.

13. Fees and payments

13.1 Payment of the fees for (Optional) Services and any additional amounts due under an Agreement shall be made no later than the due dates, in legal tender of the Netherlands, without suspension, withholding, or set-off against any claim that the User may have against Frame Offices. The User may only set off any costs if the claim has been established in court. Frame Offices is entitled to unilaterally determine which outstanding claim under an Agreement shall be settled by a payment received from the User.

13.2 Frame Offices will send all invoices electronically and the User will make payments via an automated method such as direct debit or credit card, to the extent permitted by local banking systems and unless the Parties have agreed otherwise in the Agreement. Invoices shall be paid within 14 (fourteen) days, unless otherwise agreed between the Parties.

13.3 If the User fails to pay the invoice amount or any part thereof on time, the User shall owe Frame Offices interest, immediately due and payable, of 1% of the invoice amount for each month or part of a month following the due date, from the due date until the date of full settlement. If Frame Offices is compelled to collect the amount due as a result of non-compliance with the payment terms, the full judicial and extrajudicial collection costs shall be borne by the User.

13.4 The User agrees to pay without delay (i) all sales, use, excise, consumption and all other taxes and license fees payable by the User to any government authority (and at the request of Frame Offices, the User shall provide Frame Offices with proof of such payment) and (ii) all taxes paid by Frame Offices to any government authority attributable to the accommodation of the User, where applicable, including, but not limited to, all taxes on gross receipts, rent and occupancy, taxes on tangible personal property, duties or other documentary taxes and fees.

14. Security deposit

14.1 The User shall pay a security deposit equal to three (3) months of the fee for the Services (plus VAT), unless a higher amount is stated in the Agreement. The security deposit will be held by Frame Offices without any obligation or liability to pay interest, as security for the fulfillment of all obligations of the User under the Agreement. The security deposit or the balance remaining after deduction of the amounts owed by the User and the costs for the (Optional) Services, will be refunded to the User after the User has settled with Frame Offices and the amount has been paid.

14.2 If the security deposit is claimed and paid out, or partially paid out, by Frame Offices, the User shall provide Frame Offices with a security deposit that complies with the provisions of Article 14.1 up to the amount that applied immediately prior to the claim for the Security Deposit.

15. Other provisions

15.1 In the conduct of its business, the User shall comply with all relevant laws and regulations, anti-slavery, anti-bribery, and anti-corruption legislation. The User shall refrain from anything that may interfere with the use of the Object by Frame Offices or by others (including, but not limited to, political campaigns or immoral activities), cause nuisance or annoyance, or cause loss or damage to Frame Offices (including reputational damage) or to any interested party in the Object. If Frame Offices is informed by a government agency or other legislative body that it has a reasonable suspicion that the User is engaging in criminal activities from the Object, or is or will be subject to government sanctions, Frame Offices shall have the right to terminate all Agreements with the User with immediate effect. The User acknowledges that any breach of this Article 15.1 constitutes a material breach, entitling Frame Offices to terminate the Agreement with the User (and to claim damages from the User), without further notice.

15.2 Frame Offices is entitled to transfer its rights and obligations under this Agreement to third parties at any time, and the User hereby grants its cooperation and consent thereto. Such transfer has already been approved by the User. The User may not transfer any rights or obligations under the Agreement without the prior written consent of Frame Offices. This Article 15.2 has proprietary effect and is binding upon third parties.

All notices and communications made by Frame Offices or the User must be in writing. "In writing" is also understood to mean by electronic means to the email addresses as communicated and known to Frame Offices.

If and to the extent that, on the grounds of reasonableness and fairness or the unreasonably onerous nature, reliance could not be placed on any provision of the Agreement, the relevant provision shall in any event be given a meaning that corresponds as closely as possible in content and purport, so that reliance can be placed on it. If any part of the Agreement or these Terms and Conditions is void or voidable, this shall not affect the validity of the remaining part of the Agreement and these Terms and Conditions. Instead of the voided or void part, that which, in a legally permissible manner, comes closest to what the Parties would have agreed upon had they been aware of the voidness or voidability shall apply as agreed.

15.3 All formal notices shall be in writing and addressed to the address stated in the Agreement, unless the parties have notified each other otherwise.

15.4 Any consent given by Frame Offices is a one-time consent and does not apply to different or consecutive instances. Frame Offices is entitled to attach reasonable conditions to its consent.

16. Fine(s)

16.1 If the User fails to comply with the provisions of the Agreement or these General Terms and Conditions after proper notice of default by Frame Offices, the User shall owe Frame Offices, to the extent that no specific penalty has been agreed, an immediately payable penalty of at least € 250 (two hundred and fifty euros) per calendar day for each calendar day that the User is in default. The foregoing shall not affect Frame Offices’ right to exercise its other rights, including the right to performance and to full compensation for damages insofar as the damages suffered exceed the penalty.

17. Applicable Law and Choice of Forum

17.1 The Agreement and the Terms and Conditions, as well as the House Rules declared applicable, are governed by Dutch law. Disputes shall be settled by the Dutch courts. Unless the Parties expressly agree otherwise in writing, all disputes relating to the Agreement, these Terms and Conditions, and other claims between the Parties shall be brought before the competent court in the district of Den Haag.