Terms and Conditions

1. Definitions

In these terms and conditions, being general terms and conditions within the meaning of Article 6:231 of the Dutch Civil Code (Burgerlijk Wetboek), the following terms have the following meanings: "FaceForYou": FaceForYou V.O.F., having its registered office at Vlierweg 12, 1032 LG Amsterdam, registered with the Dutch Chamber of Commerce under CoC reg. no. 97637599 (VAT number NL868150319B01); "client": the party entering into a brokerage agreement with FaceForYou; "contractor" or "partner": the independent cleaning company that performs the actual work for the client; "parties": FaceForYou and the client jointly; "services": FaceForYou's brokerage, coordination and quality-monitoring services; "brokerage fee": the fee owed to FaceForYou for the brokerage; "brokerage agreement": the agreement between FaceForYou and the client; "performance agreement": the contract for services between the client and the contractor; "in writing": by letter or by e-mail; "business day": a calendar day, with the exception of weekends and public holidays generally recognised in the Netherlands.

2. Applicability and provision of these terms

These terms and conditions apply to all offers, quotations, brokerage agreements and services of FaceForYou and to all legal relationships arising therefrom or connected therewith, unless expressly agreed otherwise in writing.

FaceForYou provides these terms and conditions to the client prior to or upon conclusion of the agreement, including by electronic means (Articles 6:233(b) and 6:234 of the Dutch Civil Code); they can also be consulted and downloaded on the website. The client is deemed to have taken note of them and to have agreed to their applicability.

The applicability of any general terms and conditions or purchasing conditions of the client is expressly rejected and excluded. FaceForYou is entitled to amend these terms and conditions; an amendment takes effect thirty (30) days after notification or publication on the website. If the client does not accept a substantive amendment, the client may terminate the agreement with effect from the date on which the amendment takes effect.

3. Our role as broker

The brokerage agreement is a brokerage agreement within the meaning of Article 7:425 of the Dutch Civil Code, being a special form of the contract for services (Article 7:400 et seq. of the Dutch Civil Code). FaceForYou acts exclusively as a broker between clients and independent, screened cleaning partners: it puts the client in contact with a suitable contractor, supports communication and monitors quality, but does not itself perform any cleaning work.

FaceForYou's obligation is a best-efforts obligation and not an obligation to achieve a specific result. FaceForYou does not guarantee the uninterrupted availability of a contractor or any particular result, and is entitled to select, change or replace a contractor.

FaceForYou is expressly not a party to the performance agreement between the client and the contractor. The work is performed independently and for the contractor's own account and risk; the contractor is responsible for its own staff, materials, tools and insurance. The contractor is not an auxiliary person of FaceForYou; liability on the basis of Article 6:76 or 6:171 of the Dutch Civil Code is excluded. FaceForYou accepts no liability for the performance of the work by the contractor.

4. Offer and formation

A consultation and a proposal from FaceForYou are without obligation and revocable (Article 6:219 of the Dutch Civil Code) and remain valid for thirty (30) days, unless stated otherwise. The agreement is formed by offer and acceptance (Article 6:217 of the Dutch Civil Code), as soon as the client accepts the proposal in writing or by e-mail, or as soon as the brokerage has actually commenced. Obvious clerical errors or mistakes do not bind FaceForYou. FaceForYou is entitled to refuse an assignment or a client without stating reasons.

5. Obligations of the client

The client shall provide, in a timely, correct and complete manner, all information and facilities reasonably required for the brokerage and the performance of the work, and shall ensure a safe and accessible working environment in accordance with the applicable working-conditions and safety regulations. If the client fails to do so, this may constitute creditor's default (Article 6:58 of the Dutch Civil Code) and the resulting delay and additional costs shall be for the client's account.

6. Rates and brokerage fee

All prices and amounts are exclusive of VAT and exclusive of other government-imposed levies, unless expressly agreed otherwise in writing.

Contractor's rate. The contractor invoices the agreed price for the cleaning work directly to the client, on the basis of the performance agreement.

Brokerage fee. The client owes FaceForYou a brokerage fee of 20% of the amount invoiced by the contractor to the client, exclusive of VAT. FaceForYou's right to remuneration arises from Article 7:426 of the Dutch Civil Code and the brokerage agreement. The client shall, at FaceForYou's first request, provide a complete and accurate overview of all amounts invoiced by the contractor, and FaceForYou is entitled to verify (or have verified) the accuracy thereof.

Indexation. FaceForYou is entitled to adjust its rates annually on the basis of the consumer price index (Statistics Netherlands, CBS), as well as in the interim in the event of demonstrable cost increases, subject to a reasonable notice period.

7. Payment, default and collection costs

Invoices from FaceForYou must be paid within thirty (30) days of the invoice date. This term is a strict deadline; if it is exceeded, the client is in default by operation of law, without any notice of default being required (Article 6:83(a) of the Dutch Civil Code).

From the moment default occurs, the client owes the statutory commercial interest (Article 6:119a of the Dutch Civil Code), as well as the reasonable costs incurred in obtaining payment out of court (Article 6:96 of the Dutch Civil Code). The parties, acting in the course of a profession or business, set these extrajudicial collection costs, in deviation from the statutory scale, at 15% of the principal amount due including VAT and interest, with a minimum of € 2,500 per claim, unless FaceForYou has demonstrably incurred higher costs.

Suspension (Article 6:52 of the Dutch Civil Code) and set-off (Article 6:127 of the Dutch Civil Code) by the client are excluded. Payments are applied in accordance with Article 6:44 of the Dutch Civil Code: first to the costs, then to the interest and finally to the principal. A payment dispute or complaint does not suspend the payment obligation towards FaceForYou and does not affect the performance agreement.

8. Security and suspension

FaceForYou is entitled, prior to or during performance, to require adequate security for the fulfilment of the client's (payment) obligations (for example advance payment or a bank guarantee). As long as such security has not been provided, or the client is in default, FaceForYou is entitled to suspend the performance of its obligations pursuant to Articles 6:52 and 6:262 of the Dutch Civil Code.

9. Term, termination and dissolution

The brokerage agreement is entered into for an indefinite period and may be terminated in writing subject to a notice period of three months (also having regard to Article 7:408 of the Dutch Civil Code). There are no long-term commitments.

Without prejudice to its other rights, FaceForYou may dissolve the agreement in whole or in part (Article 6:265 of the Dutch Civil Code) or terminate it with immediate effect, without judicial intervention and without being liable for any compensation, in the event of an attributable failure, breach of contract or repeated or serious complaints, as well as if the client applies for a suspension of payments, is declared bankrupt, is placed under the Dutch Natural Persons Debt Rescheduling Act (Wet schuldsanering natuurlijke personen), ceases or transfers its business, or if a substantial part of its assets is seized. In these cases, FaceForYou's claims become immediately due and payable in full.

Accusations of theft, intentional damage or comparable serious misconduct must be substantiated by the client with concrete evidence, including photographs, camera footage, witness statements or a police report. Only after such evidence has been provided may FaceForYou proceed to immediately terminate the brokerage with the contractor concerned.

Obligations which by their nature are intended to continue (including confidentiality, the non-solicitation clause, indemnification, liability and dispute resolution) shall remain in force after the end of the agreement.

10. Duty to complain and forfeiture period

The client shall report complaints about the performance of the work to FaceForYou, which will forward them to the contractor and monitor the follow-up. Pursuant to Article 6:89 of the Dutch Civil Code, the client must protest in writing and with substantiation within a reasonable time, and in any event within fourteen (14) days after discovery or reasonable discoverability, failing which the client's rights in this respect shall lapse. In addition to the limitation period of Article 3:310 of the Dutch Civil Code, any legal claim of the client against FaceForYou shall in any event lapse upon the expiry of twelve (12) months after it arose. A complaint does not suspend the payment obligation.

11. Liability

The contractor is fully responsible for the performance and the quality of the work. FaceForYou, as broker and having regard to Article 6:74 of the Dutch Civil Code, is not liable for shortcomings, damage, theft or loss caused by or attributable to the contractor, except in the case of intent or deliberate recklessness on the part of FaceForYou in the brokerage itself.

To the extent that FaceForYou is nevertheless liable, such liability is limited to the amount paid out by its liability insurance in the case concerned, plus the applicable deductible. If no payment is made, liability is limited to the brokerage fee for the three months preceding the event causing the damage, with an absolute maximum of € 10,000. FaceForYou shall never be liable for indirect or consequential damage (including loss of profit, business interruption, reputational damage and damage due to loss of data). These limitations do not apply in the event of intent or deliberate recklessness on the part of FaceForYou's management.

12. Indemnification

The client indemnifies FaceForYou against all claims of third parties, including the contractor, staff, visitors and the Dutch Tax Administration, relating to the performance of the work, the performance agreement, any act or omission of the client or any breach by the client of these terms and conditions or of laws and regulations (including the GDPR), and shall reimburse the (legal) costs incurred by FaceForYou in that connection.

13. Force majeure

A failure cannot be attributed to FaceForYou if it is not due to its fault and is not for its account by virtue of the law, a legal act or generally accepted standards (force majeure, Article 6:75 of the Dutch Civil Code). Force majeure also includes: natural disasters, extreme weather conditions, pandemics and epidemics, government measures, war, terrorism, strikes, failure of energy or telecommunications, cyberattacks, and failures of contractors or suppliers. If the force majeure continues for longer than sixty (60) days, either party is entitled to dissolve the agreement (Article 6:265 of the Dutch Civil Code), without any obligation to pay compensation.

14. Non-solicitation and anti-circumvention (penalty clause)

During the term of the brokerage agreement and for twelve (12) months after its end, the client is not permitted, without FaceForYou's prior written consent and bypassing FaceForYou, directly or indirectly, to (a) enter into an agreement with, or have work performed by, a contractor who has been matched with, proposed to or introduced to the client by FaceForYou, (b) approach, hire in or employ such a contractor or its employees, or (c) otherwise circumvent FaceForYou's brokerage.

In the event of a breach, the client forfeits to FaceForYou an immediately payable penalty (penalty clause within the meaning of Article 6:91 of the Dutch Civil Code) of € 25,000 per breach, plus € 1,000 for each day the breach continues. In deviation from Article 6:92(2) of the Dutch Civil Code, this penalty is due without prejudice to FaceForYou's right to performance and to full compensation. The statutory power of mitigation (Article 6:94 of the Dutch Civil Code) remains unaffected.

15. Confidentiality

The parties shall observe confidentiality with regard to all confidential information and trade secrets (including within the meaning of the Dutch Trade Secrets Act (Wet bescherming bedrijfsgeheimen)) that they obtain from each other, including information about business operations, customers, rates, working methods and financial data. Such information shall not be disclosed to third parties or used for other purposes without prior written consent, except where required by a legal obligation or an order of a competent authority. The parties shall also impose this obligation on their staff and on third parties they engage. This obligation shall remain in force after the end of the agreement.

16. Personal data and privacy

The parties comply with the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG). FaceForYou and the contractor are each an independent data controller with respect to their own processing operations (Article 4(7) GDPR). Insofar as one party acts as a processor for the other, the parties shall conclude a data processing agreement (Article 28 GDPR). The parties shall notify each other without undue delay of any data breach affecting the other party (Articles 33 and 34 GDPR). Our privacy policy applies to processing by FaceForYou.

17. Intellectual property

All intellectual property rights in the website, the platform, reports, checklists, models, texts and design are vested exclusively in FaceForYou or its licensors and are protected under, among others, the Dutch Copyright Act (Auteurswet), the Dutch Databases Act (Databankenwet) and trademark law (Benelux Convention on Intellectual Property, BVIE). The client only acquires a non-exclusive, non-transferable right of use for the duration and the purpose of the agreement. Reproduction or publication outside that purpose is not permitted without prior written consent.

18. Assignment and subcontracting

The client may not assign or take over its rights and obligations under the agreement to or from a third party without FaceForYou's prior written consent (Article 6:159 of the Dutch Civil Code); this clause also has effect under property law and excludes assignment and pledging within the meaning of Article 3:83(2) of the Dutch Civil Code. FaceForYou is entitled to transfer its rights and obligations to a group company within the meaning of Article 2:24b of the Dutch Civil Code, and to engage third parties in the performance.

19. Final provisions

Amendments or additions are only valid if recorded in writing. If any provision is null and void or voidable, the remaining provisions shall remain in force and the provision concerned shall, by analogous application of Article 3:42 of the Dutch Civil Code (conversion), be replaced by a valid provision that approximates its purport as closely as possible. Failure to enforce a right, or failure to enforce it immediately, does not constitute a waiver or forfeiture of rights. The principles of reasonableness and fairness (Article 6:248 of the Dutch Civil Code) continue to apply. FaceForYou's records constitute conclusive evidence between the parties (Article 153 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering)), subject to evidence to the contrary.

20. Governing law and competent court

All offers, agreements and services of FaceForYou are governed exclusively by Dutch law; this choice of law also applies within the meaning of the Rome I Regulation (Regulation (EC) No 593/2008). The parties shall first attempt to resolve any dispute by mutual consultation. Failing that, the dispute shall be submitted exclusively to the competent court of the Amsterdam District Court (choice of forum, Article 108 of the Dutch Code of Civil Procedure).

21. Identity and contact

FaceForYou V.O.F., Vlierweg 12, 1032 LG Amsterdam. CoC reg. no. 97637599, VAT number NL868150319B01. Questions about these terms and conditions? Contact us via info@faceforyou.nl or call 020 214 03 91.