GENERAL TERMS AND CONDITIONS OF VISA4YOU
Visa4you is a supplier of services whose main activity is to apply for visa applications, on behalf of clients, with regard to their residence in Australia and Canada, as well as ancillary activities. The contract entered into by Visa4you and its clients is a best-efforts obligation. For obtaining a visa, Visa4you is dependent on other authorities. Therefore, Visa4you cannot guarantee the approval and/or issue of a visa. Visa4you will at all times perform to the best of its ability to achieve the best possible result. These general terms and conditions serve to facilitate the implementation of a contract for the provision of services between the client and Visa4you with the aim of regulating all foreseeable and unforeseeable circumstances. These general terms and conditions are an integral part of any price quotations given or agreement entered into by Visa4you.
Article 1 Definitions
1. In these general terms and conditions, the following terms are used to have the following meanings, unless it has been expressly specified otherwise.
Client: The other party, contracted by Visa4you.
Contract: The contract for the provision of services.
Article 2 General
- These terms and conditions apply to any offer, price quotation, and contract between Visa4you and a client, provided these terms and conditions have not been expressly deviated from in writing.
- If third parties that are involved in the contractual services provided by Visa4you do not have their own general terms and conditions, the present terms and conditions will be applicable as well.
- Any deviations from these general terms and conditions will only be valid if they have expressly been agreed on in writing.
- The applicability of any terms and conditions regarding purchase or otherwise on the client’s part are expressly rejected.
- If one or more of the provisions in these general terms and conditions are or become void, the other provisions of these general terms and conditions will remain fully applicable. In that event, Visa4you and the client will enter into consultations to agree on new provisions substituting the stipulations that are void or have become void while, if possible and in as far as possible, the purpose and scope of the original provision(s) will be observed.
Article 3 Offers and price quotations
- All offers are without obligation, unless an express time limit for acceptance has been specified in the offer.
- The price quotations made by Visa4you are without obligation; they are valid for a period of 30 days unless it has been specified otherwise. Visa4you will be bound by the price quotations only if they have been accepted by the other party in writing within 30 days and this has been confirmed by Visa4you.
- The prices specified in the aforementioned offers and quotations are exclusive of sales tax and other government-imposed levies, as well as any costs to be made regarding the contract, including the costs of shipping and administrative fees, unless it has been specified otherwise.
- If the acceptance deviates from the offer made in the price quotation, Visa4you will not be obliged to accept it. In that case, the contract will not be entered into on the basis of this deviating acceptance, unless Visa4you has specified otherwise.
- A combined price quotation does not oblige Visa4you to perform part of the assignment at a proportionate part of the quoted price.
- Offers or quotations do not apply to future assignments.
Article 4 Effectuation of the contract
- Visa4you will effectuate the contract to the best of its understanding and ability and in accordance with the requirements of good professional practice.
- If, and in as far as, a proper effectuation of the contract so requires, Visa4you has the right to have specific activities performed by third parties.
- The client ensures that all details that Visa4you has specified to be necessary or that the client should reasonably understand to be necessary for the effectuation of the contract will be submitted to Visa4you within 4 weeks. If the details required for the effectuation of the contract are not submitted to Visa4you within 4 weeks, Visa4you has the right to suspend the effectuation of the contract and/or to charge the client for the ensuing extra costs in accordance with the usual rates.
- Visa4you cannot be held liable for any damage, of whatever nature, resulting from Visa4you acting on the basis of incorrect and/or incomplete details provided by the client.
- If it has been agreed upon to effectuate the contract in stages, Visa4you can suspend the performance of those parts that belong to subsequent stages until the client has given his/her written approval of the results of the preceding stage.
- If, in the context of the assignment, Visa4you or third parties engaged by Visa4you perform activities at the client’s location or at a location designated by the client, the client will take care of the facilities that may reasonably be required by those employees free of charge.
- The client indemnifies Visa4you against any claims made by third parties who suffer damage related to the implementation of the contract and for which the client is accountable.
Article 5 Change of the contract
- If, during the effectuation of the contract, it appears that, for a proper effectuation, it will be necessary to change or supplement the activities to be performed, the parties will update the contract accordingly in writing, in time, after mutual consultation, and in accordance with the requirements of reasonability and fairness.
- If the parties agree that the contract is going to be updated or supplemented, the time of completion of the assignment may be affected by this. Visa4you will notify the client of this as soon as possible.
- If the change or addition to the contract has financial and/or qualitative consequences, Visa4you will notify the client of this in advance.
- If a fixed fee has been agreed upon in this regard, Visa4you will specify to what extent the change or addition will mean that the amount of this fee will be exceeded.
Article 6 Effective period of the contract, implementation period
- The contract between Visa4you and a client will be entered into for a definite period of time, unless the nature of the contract implies otherwise or unless the parties have expressly agreed otherwise in writing.
- If, within the effective period of the contract, a fixed time limit has been agreed upon for the completion of certain activities, then this will never be a final deadline. When the time limit for the implementation has been exceeded, the client will therefore have to send Visa4you a notice of default. (Also refer to: Article-by-article clarifications under 3).
Article 7 Fee
- Offers and contracts in which a fixed fee is offered or has been agreed upon will be subject to paragraphs 2., 5. and 6 through 10 of this Article. If no fixed fee has been agreed upon, the paragraphs 3 through 10 of this Article will apply.
- At the time of entering into the contract, the parties can agree upon a fixed fee.
- If no fixed fee is agreed upon, the fee will be determined on the basis of the actual number of hours worked. The fee will be calculated on the basis of the usual hourly rates applied by Visa4you during the period when the work is done, unless a different hourly rate has been agreed upon.
- The fee and any cost estimates that may apply will be exclusive of sales tax.
- With regard to assignments that last over three months, the payable costs will be charged periodically.
- If Visa4you and the client agree upon a fixed fee or hourly rate, Visa4you will nevertheless be entitled to increase this fee or rate if government levies make this necessary.
- Visa4you is entitled to pass on price increases if Visa4you is able to demonstrate that, between the time of the offer and the time when the work is delivered, rates regarding, for example, wages have gone up considerably.
- Moreover, Visa4you is permitted to increase the fee if, during the performance of the work, it appears that the amount of work originally agreed upon or anticipated has been inadequately estimated to such an extent at the time of entering into the contract, due to no fault of Visa4you, that Visa4you cannot be reasonably expected to perform the work agreed upon at the fee originally agreed upon.
- Visa4you will notify the client in writing of any intention to increase the fee or rate. In this regard, Visa4you will specify the amount and the effective date of the increase.
- If the client does not wish to accept the increase notified by Visa4you, the client is entitled to terminate the contract in writing within seven business days after the notification referred to or, as the case may be, to cancel the assignment by the date at which the change of price or rate would take effect as referred to in the notification sent by Visa4you.
Article 8 Payment
- Payments have to be made within 14 days after the invoice date, in a way to be determined by Visa4you and in the currency specified in the invoice. Objections against the amount of the invoiced amounts do not suspend the obligation to pay.
- If the client is in default of his/her obligation to pay within 14 days, the client will be legally in default. The client will then owe a monthly interest rate of 1%. The interest due on the payable amount will be calculated from the moment when the client is in default till the moment when the full amount has been paid.
- In the event of liquidation, insolvency, attachment, or a suspension of payment on the client’s part, the amounts payable by the client to Visa4you will be due with immediate effect.
- The payments made by the client will firstly be deducted from the costs, subsequently from the outstanding interest payments, and finally from the principal sum and current interest payments.
- If payment is made within 14 days after the invoice date, Visa4you will not invoice any surcharges.
Article 9 Retention of title
- All goods delivered by Visa4you, such as reports, advice, agreements, information documents, (electronic) files, will at all times remain the property of Vis4you, unless it has been explicitly agreed otherwise in writing.
- In the event Visa4you wishes to use its right of retention of title as specified in this Article, the client hereby gives Visa4you, or a third party to be designated by Visa4you, unconditional and irrevocable permission to access all those places where the property of Vis4you is located and to retrieve these goods.
Article 10 Collection charges
- If the client defaults on his/her (timely) compliance with his/her obligations, all reasonable extrajudicial costs made for obtaining payment will be for the client’s account. If the client does not comply with his/her obligation to pay in time, and after Visa4you has reminded him/her of his/her overdue payment while allowing the client a time limit of 14 days to comply with his/her obligation to pay, and still no payment is made within this 14-day time limit, he/she will have to pay the statutory amount of interest on top of the payable amount, and Visa4you will be entitled to charge the client for the extrajudicial collection costs. These collection costs will be in the amount of no more than: 15% on the outstanding amounts up top EUR 2,500; 10% on the subsequent EUR 2,500, and 5% on the next EUR 5,000, with a minimum of EUR 40. The contractor may deviate from the above-mentioned amounts and percentages if it is to the client’s advantage.
- Any legal costs and costs made for the forced sale of property, as well as costs that were reasonably required, will also be eligible for this reimbursement.
Article 11 Inquiry, complaints
- Any complaints regarding the work performed will have to be reported by the client to Visa4you in writing within 8 days after discovery, yet within 14 days after completion of the work concerned. The notice of non-compliance will have to contain a description of the non-compliance in as much details as possible, so that Visa4you will be able to respond in an adequate manner.
Article 12 Notice of termination
- Either party will be able to give written notice of termination of the contract at all times, subject to a reasonable notice period.
- If the client gives early notice of termination of the contract, Visa4you is entitled to receive compensation for the loss of work that results and can plausibly be demonstrated, unless the notice of termination is based on facts and circumstances for which Visa4you can be held accountable. Moreover, the client will be obliged to pay the invoices for work already done. The preliminary results of work already done will then be made available to the client.
- If Visa4you gives early notice of termination of the contract, Visa4you will consult with the client to ensure that the work still to be done is transferred to third parties, unless the notice of termination is based on facts and circumstances for which the client can be held accountable.
- If the transfer of work by Visa4you results in extra costs, these will be charged to the client. (Also refer to: Article-by-article clarifications under 8).
Article 13 Suspension and dissolution
- Visa4you has the right to suspend compliance with its obligations or to terminate the contract if:
- the client does not, or does not fully, meet his/her contractual obligations.
- circumstances that have come to the knowledge of Visa4you after entering into the contract give good cause to fear that the client will not comply with his/her obligations. If there are good reasons to fear that the client will only partially or not properly be in compliance, the suspension will only be permitted in as far as is justified by the non-compliance.
- the client has been requested to provide security for compliance with his/her contractual obligations, and this security is not given or is insufficient.
- Furthermore, Visa4you has the right to terminate the contract (or have it terminated) if circumstances occur that are such that compliance with the contract becomes impossible or if, on the basis of the criteria of reasonability and fairness, it can no longer be expected, or if other circumstances emerge that are such that an unchanged observance of the contract cannot be reasonably expected.
- If the contract is terminated, the amounts payable by the client to Visa4you will become immediately due. If Visa4you suspends compliance with its obligations, it will retain its legal and contractual entitlements.
- Visa4you will at all times retain the right to claim damages. (Also refer to: Article-by-article clarifications under 9).
Article 14 Return of goods that have been made available
- If, during the effectuation of the contract, Visa4you has made available goods, the client will be obliged to return the delivered goods in their original condition within 14 days, without defects and in their entirety. If the client does not comply with this obligation, all ensuing costs will be for his/her account.
- If, for whatever reason, after having been given the appropriate warning, the client remains non-compliant with the obligation referred to under 1, Visa4you will have the right to claim from the client all ensuing damages and costs, including the costs of substitution.
Article 15 Liability
- If Visa4you bears liability, this liability will be limited to what has been laid down in this provision.
- If Visa4you bears liability for direct damage, i.e. the part of the assignment to which the liability pertains, the liability for direct damage will at all times be limited to no more than the amount of the contract price.
- In deviation from what has been stipulated under 2. of this Article, the liability regarding an assignment with an effective period of more than six months will be further limited to that part of the fee that is payable regarding the last six months.
- Direct damage exclusively refers to:
- the reasonable costs made for determining the cause and extent of the damage, in as far as the damage relates to the damage as meant in these terms and conditions;
- any reasonable costs made to have Visa4you’s defective performance repaired so that it complies with the contract, unless Visa4you cannot be held accountable for them.
- reasonable costs made to prevent or limit damage, in as far as the client can demonstrate that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
- Visa4you never bears liability for indirect damage, including consequential damage, loss of profits, loss of cost-savings, and loss due to business interruption.
Article 16 Indemnities
- The client indemnifies Visa4you against any claims made by third parties regarding the rights of intellectual property of materials or data provided by the client and used for the effectuation of the contract.
- If the client provides Visa4you with information carriers, electronic files or software, etc., the client guarantees that these information carriers, electronic files or software are free of viruses and defects.
Article 17 Transfer of risk
- The risk of loss or damage of goods that are subject to the contract will be transferred to the client as soon as these goods are legally and/or factually delivered to the client and thus brought under the control of the client or of a third party to be designated by the client. (Also refer to: Article-by-article clarifications under 11).
Article 18 Force majeure
- The parties are not obliged to comply with an obligation if they have been prevented from doing so by a circumstance that is not due to any culpability and for which they cannot be held accountable pursuant to the law, legal act, or generally accepted views.
- In these general terms and conditions, force majeure is understood to mean, in addition to its meaning in law and jurisprudence, any external causes, whether foreseen or unforeseen, that are beyond the control of Visa4you, yet prevent Visa4you from complying with its obligations. Industrial strikes within the company of Visa4you are also included in this.
- Visa4you also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Visa4you was expected to have complied with its obligations.
- For the period during which force majeure continues, the parties may suspend the contractual obligations. If this period lasts longer than two months, either party will be entitled to terminate the contract, without any obligation to pay compensate for the other party’s loss.
- In as far as Visa4you has already complied, or will still be able to comply with part of its contractual obligations at the time when force majeure occurs, and in as far as the part that has already been complied with or will be complied with has an independent value, Visa4you will be entitled to invoice the part that has already been complied with or will be complied with. The client is obliged to pay this invoice as if it were a separate contract. (Also refer to: Article-by-article clarifications under 12).
Article 19 Confidentiality
- Both parties will be obliged to observe confidentiality regarding all confidential information they have received from each other or from some other source in the context of their contract. Information will qualify as confidential if it has been so designated by the other party in writing.
- If, pursuant to a statutory provision or a court decision, Visa4you is obliged to also submit confidential information to a third party that has been designated by the law or by the competent court, and if Visa4you is not able to invoke a right of exemption as recognized or permitted by law or by the competent court, then Visa4you will not be obliged to pay any damages, and the other party will not have the right to terminate the contract due to any resulting damage.
Article 20 Intellectual property and copyrights
- All intellectual property rights regarding the work developed or made available by Visa4you, such as reports, advice, contracts, designs, sketches, drawings, software, and other intellectual creations, as well as the relevant preparatory materials, rest solely with Visa4you or its licensors.
- The client will only receive the user rights and powers that have expressly been granted in writing in these General Terms and Conditions or otherwise, and, furthermore, the Contractor will not multiply pr publish this work.
- Unless, and in as far as, it has been agreed otherwise in writing, the Client is not allowed to remove or change any specification regarding copyrights, marks, trade names or other intellectual property rights from this work, including specifications regarding the confidential nature and the obligation of confidentiality regarding this work.
Article 21 No-takeover of employees
- During the effective period of the contract, as well as one year after its termination, the client will in no way employ or otherwise directly or indirectly engage the services of the employees of Visa4you or of businesses relied on by Visa4you for the completion of this contract and who are (or have been) involved in the effectuation of the contract, unless this is done after proper formal consultation in this regard with Visa4you.
Article 22 Disputes
- Any disputes between the client and Visa4you will be subject to the judgment of the competent Dutch court of the district in which Visa4you has its place of business, unless the sub-district court is competent. Nevertheless, Visa4you has the right to submit the dispute to the court that is competent under the law.
Article 23 Applicable law
- Any contract between Visa4you and the client will be subject to Dutch law.
Article 24 Changes and location of the terms and conditions
- These terms and conditions have been filed at the offices of the Chamber of Commerce at Meppel, the Netherlands.
- At all times, only the most recently filed version of these General Terms and Conditions will be applicable.