Terms and conditions - Boykeys B.V.

Boykeys, a private limited liability company, is registered with the Chamber of Commerce under number 67970478 and has its registered office at Jan van Zutphenlaan 45, 3555 SN Utrecht, the Netherlands.

Article 1 Definitions

In these terms and conditions, the following terms have the meanings set out below, unless expressly stated otherwise.
Offer: any offer or quotation to the Client for the provision of Services by Boykeys.
Business: a natural or legal person acting in the course of a profession or business.
Services: filming and photographing real estate and publishing this content on online platforms, measuring real estate and supplying floor plans and reports.
Boykeys: the service provider incorporated under Dutch law and established in the Netherlands, which offers Services to the Client, hereinafter referred to as Boykeys.
Client: the Business that has appointed Boykeys, awarded projects to Boykeys for Services to be performed by Boykeys, or to which Boykeys has made a proposal under an Agreement.
Agreement: any agreement and other obligations between the Client and Boykeys, as well as proposals by Boykeys for Services supplied to and accepted by the Client and accepted and performed by Boykeys, of which these terms and conditions form an inseparable part.

Article 2 Applicability

These terms and conditions apply to every Offer by Boykeys, every Agreement between Boykeys and the Client and every service offered by Boykeys.
Before an Agreement is concluded, the Client will be provided with these terms and conditions. If this is not reasonably possible, Boykeys will tell the Client how the terms and conditions can be consulted.
These terms and conditions may not be departed from. In exceptional circumstances, departures are possible insofar as expressly agreed with Boykeys in writing.
These terms and conditions also apply to additional, amended and follow-up assignments from the Client.
The Client’s terms and conditions are excluded.
If one or more provisions of these terms and conditions are wholly or partly void or annulled, the remaining provisions remain in force. The void or annulled provision will be replaced by a provision with the same intent as the original.
Any ambiguity concerning the content or interpretation of these terms and conditions, or any situation not covered by them, must be assessed and interpreted in the spirit of these terms and conditions.
The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.
Any reference to she/her in these terms and conditions must also be understood as a reference to he/him/his, if and insofar as applicable.
If Boykeys has not consistently required compliance with these terms and conditions, it retains its right to demand full or partial compliance.

Article 3 The Offer

All offers made by Boykeys are non-binding unless expressly stated otherwise in writing. If an Offer is limited or valid subject to specific conditions, this will be expressly stated in the Offer.
Boykeys is bound by an Offer only if the Client confirms it in writing within 30 days. Nevertheless, Boykeys may refuse an Agreement with a prospective or existing Client for a reason it considers well-founded.
The Offer contains a description of the Services offered. The description is sufficiently detailed to enable the Client to assess the Offer properly. Any information in the Offer is indicative only and cannot form grounds for compensation or termination of the Agreement.
Offers or quotations do not automatically apply to follow-up assignments.
Delivery times in Boykeys’ Offer are generally indicative. Exceeding them does not entitle the Client to termination or compensation, unless expressly agreed otherwise.

Article 4 Formation of the Agreement

The Agreement is formed when the Client accepts an Offer or Agreement from Boykeys by returning a signed copy, scanned or original, to Boykeys, or by giving explicit and unambiguous acceptance of the Offer by email.
Boykeys may revoke the signed or unsigned Agreement within 5 working days after receiving acceptance.
Boykeys is not bound by an Offer if the Client could reasonably have expected, should have understood or ought to have understood that the Offer contained an obvious error or typographical mistake. The Client cannot derive any rights from such an error or mistake.
If the Client cancels an assignment that has already been confirmed, the costs actually incurred, including time spent, will be charged to the Client.
Every Agreement entered into with Boykeys, or project awarded to Boykeys by the Client, is with the company and not with any individual associated with Boykeys.
The Client’s right of withdrawal is excluded unless agreed otherwise.
If several Clients enter into the Agreement, each Client is individually jointly and severally liable for fulfilment of all obligations arising from it.

Article 5 Duration of the Agreement

The Agreement is entered into for an indefinite period, unless the content, nature or purpose of the assignment implies a fixed term. The duration also depends on external factors, including but not limited to the quality and timely provision of information received by Boykeys from the Client.
Either the Client or Boykeys may terminate the Agreement for an attributable failure to perform it if the other party has been given written notice of default and a reasonable period to fulfil its obligations, but still fails to perform them properly. This includes the Client’s payment and cooperation obligations.
Termination does not affect the Client’s payment obligations insofar as Boykeys has already performed work or supplied services at the time of termination. The Client must pay the agreed fee.
If the Agreement ends early, the Client owes Boykeys the costs actually incurred up to that point at the agreed hourly or other rate. Boykeys’ time records are decisive in this respect.
Either party may terminate the Agreement wholly or partly in writing with immediate effect, without further notice of default, if either party is granted a suspension of payments, has been the subject of a bankruptcy application, or ceases trading through liquidation. In such circumstances, Boykeys is never obliged to refund payments already received or pay compensation.

Article 6 Performance of the Services

Boykeys will endeavour to perform the agreed service with the greatest possible care expected of a competent service provider. Boykeys guarantees professional and independent service provision. All Services are performed on a best-efforts basis, unless a result has been expressly agreed in writing and described in detail.
The Agreement under which Boykeys performs the Services determines their extent and scope. The Agreement will be performed solely for the Client. Third parties cannot derive rights from the content of Services performed in connection with the Agreement.
The Services offered by Boykeys and their prices are based on the information and data supplied by the Client. Boykeys may adjust its services and prices if this information proves incorrect or incomplete.
When performing the Services, Boykeys is not obliged to follow the Client’s instructions if they change the content or scope of the agreed Services. If the instructions create additional work for Boykeys, the Client must pay the corresponding additional costs based on a new quotation.
Boykeys may engage third parties at its own discretion to perform the Services.
If the nature and duration of the assignment require it, Boykeys will keep the Client informed of progress by the agreed means during the work.
The Services are performed on the basis of information supplied by the Client. Changes to that information may affect any agreed schedule. Boykeys is never liable for adjustments to the schedule. If the start, progress or delivery of the Services is delayed because, for example, the Client fails to provide all requested information, provides it late or in the wrong format, gives insufficient cooperation, an advance payment is not received on time, or other circumstances at the Client’s expense and risk cause delay, Boykeys is entitled to a reasonable extension of the delivery period. All losses and additional costs resulting from such delay are at the Client’s expense and risk.

Article 7 Cancellation

For the provision of services, the Client must cancel and notify Boykeys B.V. no later than 48 (forty-eight) hours before the assignment. This must be done in writing or by email. Cancellation within 48 hours before the assignment incurs a charge of 75 euros.

Article 8 Client obligations

The Client must provide all information requested by Boykeys, together with relevant attachments and related information and data, on time and/or before work begins and in the required format, to enable proper and efficient performance of the Agreement. Otherwise, Boykeys may be unable to complete performance or deliver the relevant documents. The consequences are always at the Client’s expense and risk.
Boykeys is not obliged to verify the accuracy or completeness of information supplied to it, or to update the Client if that information changes over time. Nor is Boykeys responsible for the accuracy and completeness of information compiled for or supplied to third parties in connection with the Agreement.
Boykeys may request additional information where necessary to perform the Agreement. If it is not provided, Boykeys may suspend its work until it is received, without owing the Client compensation on any grounds. The Client must notify Boykeys of changed circumstances immediately, or no later than 3 working days after becoming aware of the change.

Article 9 Advice

If commissioned to do so, Boykeys may prepare advice, an action plan, a design, a report, a schedule or records for the services. Their content is non-binding and advisory only, although Boykeys will observe its duties of care. The Client decides independently and at its own responsibility whether to follow the advice.
Advice supplied by Boykeys in any form must never be regarded as technical building advice. Even where Boykeys assists the Client in negotiations, this is never legal advice.
At Boykeys’ first request, the Client must assess proposals supplied by Boykeys. If Boykeys’ work is delayed because the Client fails to assess a proposal or does so late, the Client is always responsible for the resulting consequences, such as delay.
The nature of the services means that the result always depends on external factors that may affect Boykeys’ reports and advice, such as the quality, accuracy and timely provision of necessary information and data by the Client and its employees. The Client guarantees the quality and timely, accurate provision of the required data and information.
Before work begins, the Client must inform Boykeys in writing of all circumstances that are or may be relevant, including any points and priorities to which the Client wishes attention to be given.

Article 10 Additional work and changes

If, during performance, the Agreement needs to be amended, or the Client requests additional work to achieve its desired result, the Client must pay for that work at the agreed rate. Boykeys is not obliged to comply with the request and may require a separate Agreement or refer the Client to a competent third party.
If additional work results from Boykeys’ negligence, an incorrect assessment by Boykeys or work that Boykeys could reasonably have foreseen, these costs will not be charged to the Client.

Article 11 Measurements and floor plans

If commissioned to do so, Boykeys may measure the home or building according to the BBMI, the industry-wide measurement instructions made mandatory by NVM, VBO and VastgoedPRO. Boykeys may prepare a measurement report. This BBMI report is prepared in good faith and with the greatest possible care, but is intended only as an indication and for promotional purposes. The Client must check the measurement report. The Client decides independently and at its own responsibility whether to use the floor plan.
Measurements and floor plans produced by Boykeys are prepared to the best of its knowledge and judgement and represented as faithfully as possible, but Boykeys does not guarantee the absence of inaccuracies or omissions. Boykeys is not liable for incorrect or incomplete measurements or floor plans.
At Boykeys’ first request, the Client must assess and approve floor plans supplied by Boykeys. If Boykeys’ work is delayed because the Client fails to approve them or does so late, the Client is always responsible for the resulting consequences, such as delay.
Before work begins, the Client must inform Boykeys in writing of all circumstances that are or may be relevant, including any points and priorities to which the Client wishes attention to be given, if and insofar as relevant.

Article 12 Photography and film

Photography work includes photo editing unless agreed otherwise.
Photography and film are expressions of creativity and taste. By accepting the quotation, the Client also accepts Boykeys’ style and approach. Boykeys may perform the work according to its own judgement and creativity, taking the Client’s wishes into account.
Additional costs may be charged if effective performance of the Agreement requires Boykeys to hire extra equipment, increase the number of photos or videos, or if more editing time proves necessary afterwards. Boykeys will inform the Client in good time.
Boykeys may require further agreements with the Client about performance, costs or duration if, in Boykeys’ opinion, weather or other external factors prevent effective performance of the Agreement. Such circumstances may require additional work.
Copyright in photographic works and film material belongs exclusively to Boykeys unless expressly agreed otherwise. Permission for the Client to use the work is granted only in writing and in advance, through a licence determined by Boykeys. Article 21 of these terms and conditions applies to the transferability of copyright, credits on photographic work and infringement of Boykeys’ copyright.
If the Client requests ownership of the photographic works and film material, this can be transferred only with Boykeys’ explicit consent, and additional costs will be charged.
The Client may receive only photos and videos approved and edited by Boykeys. The Client is never entitled to raw, unrestricted photos.

Article 13 Delivery

1. If the start, progress or delivery of the Services is delayed because, for example, the Client fails to supply all requested information or supplies it late, provides insufficient cooperation, an advance payment is not received by Boykeys on time, or other circumstances arise at the Client’s expense and risk, Boykeys is entitled to a reasonable extension of the delivery period. Stated periods are never strict deadlines, and Boykeys cannot be held liable for exceeding an agreed period.

All losses and additional costs resulting from delay caused by a circumstance referred to in paragraph 1 are at the Client’s expense and risk and will be charged by Boykeys to the Client.
Where the Client’s approval is required, Boykeys may suspend performance of the Agreement until that approval has been given.
Boykeys will endeavour to provide the services within the agreed period, insofar as reasonably required of it. If the work is urgent, the Client must reimburse Boykeys for the associated additional costs.
Boykeys will endeavour to supply the Service in accordance with the Offer as far as possible.
Boykeys may sign all designs it creates or develops, or have its name mentioned on them. It may also use all its designs and anything in which it holds intellectual property rights for its own promotion or publicity without obtaining the Client’s prior express permission.

Article 14 Prices and payment

All prices are generally exclusive of VAT unless agreed otherwise.
Boykeys provides its services at the agreed rate. The costs of the work are calculated afterwards on the basis of Boykeys’ records, according to actual costs incurred.
Travel time on behalf of the Client and travel-related costs are charged to the Client.
The Client must fully reimburse the costs of third parties engaged by Boykeys with the Client’s approval, unless expressly agreed otherwise.
The parties may agree that the Client must pay an advance. If agreed, the Client must pay it before performance of the services begins.
The Client cannot derive rights or expectations from an estimate issued in advance unless the parties expressly agree otherwise.
Boykeys may increase its current prices and rates annually in line with prevailing inflation rates. Other price changes during the Agreement are possible only insofar as expressly recorded in the Agreement.
The Client must pay these costs in full, without set-off or suspension, within the payment period stated on the invoice, using the bank account and Boykeys details communicated to it.
In the event of liquidation, insolvency, bankruptcy, compulsory liquidation or a petition for payment against the Client, payment and all other obligations of the Client under the Agreement become immediately due and payable.

Article 15 Debt collection policy

If the Client fails to fulfil its payment obligation within the specified payment period, it is in default by operation of law.
From the date the Client is in default, Boykeys is entitled, without further notice of default, to statutory commercial interest from the first day of default until full payment, and reimbursement of extrajudicial costs under Article 6:96 of the Dutch Civil Code, calculated according to the scale in the Decree on Compensation for Extrajudicial Collection Costs of 1 July 2012.
Any further or higher costs reasonably and necessarily incurred by Boykeys qualify for reimbursement. All judicial and enforcement costs incurred are also payable by the Client.

Article 16 Privacy, data processing and security

Boykeys handles the Client’s personal and other data carefully and uses it only in accordance with applicable standards. On request, Boykeys will inform the person concerned about this.
The Client is responsible for processing data processed using a Boykeys service. The Client also guarantees that the content of the data is not unlawful and does not infringe any third-party rights. In this respect, the Client indemnifies Boykeys against any legal or other claim relating to this data or performance of the Agreement.
If Boykeys must provide information security under the Agreement, that security will meet the agreed specifications and a level that is not unreasonable in view of the state of technology, the sensitivity of the data and the associated costs.

Article 17 Suspension and termination

Boykeys may retain data, files and other materials received or created by it if the Client has not fully met its payment obligations. This right remains in full force where a well-founded reason for Boykeys justifies suspension.
Boykeys may suspend performance of its obligations as soon as the Client is in default of any obligation arising from the Agreement, including late payment of invoices. The suspension will be confirmed to the Client immediately in writing.
In such a case, Boykeys is not liable on any grounds for losses resulting from suspension of its work.
Suspension and/or termination does not affect the Client’s payment obligations for work already performed. The Client must also compensate Boykeys for any financial loss caused by the Client’s default.

Article 18 Force majeure

Boykeys is not liable if force majeure prevents it from fulfilling its obligations under the Agreement.
Force majeure on the part of Boykeys includes, but is not limited to: (i) force majeure affecting Boykeys’ suppliers; (ii) failure by suppliers prescribed or recommended to Boykeys by the Client or its third parties to fulfil their obligations properly; (iii) defects in software or third parties involved in providing the service; (iv) government measures; (v) failure of electricity, internet, data networks or telecommunications facilities; (vi) illness of Boykeys’ employees or advisers engaged by it; and (vii) other situations that Boykeys considers beyond its control and that temporarily or permanently prevent performance of its obligations.
In the event of force majeure, both parties may terminate the Agreement wholly or partly. The Client must then pay all costs incurred before termination. Boykeys is not obliged to compensate the Client for losses caused by such cancellation.

Article 19 Limitation of liability

If a result specified in the Agreement is not achieved, Boykeys is considered in breach only if it expressly promised that result when accepting the Agreement.
In the event of an attributable failure by Boykeys, Boykeys is obliged to pay compensation only if the Client gives notice of default within 14 days of discovering the failure and Boykeys then fails to remedy it within a reasonable period. The notice must be submitted in writing and contain a sufficiently precise description and substantiation of the failure to enable Boykeys to respond adequately.
If performance of the Services gives rise to liability on the part of Boykeys, that liability is limited to the total amount invoiced under the Agreement and only to direct loss suffered by the Client, unless the loss results from intent or recklessness bordering on intent on the part of Boykeys. Direct loss means reasonable costs incurred to limit or prevent direct loss and to establish the cause of the loss, the direct loss, liability and the method of remedy.
Boykeys expressly excludes all liability for consequential loss. Boykeys is not liable for indirect loss, business loss, loss of profit or other losses incurred, lost savings, business interruption, financial losses, delay losses, interest losses or non-material damage.
The Client indemnifies Boykeys against all third-party claims resulting from a defect in a service supplied by the Client to a third party that included Services supplied by Boykeys, unless the Client can demonstrate that the loss was caused solely by Boykeys’ service.
Advice supplied by Boykeys based on incomplete or incorrect information provided by the Client can never give rise to liability on the part of Boykeys.
The content of Boykeys’ advice is non-binding and advisory only. The Client decides independently and at its own responsibility whether to follow Boykeys’ proposals and advice. All resulting consequences are at the Client’s expense and risk. The Client is always free to make choices that differ from Boykeys’ advice. Boykeys is not obliged to provide any refund in that case.
If a third party is engaged by or on behalf of the Client, Boykeys is never liable for that third party’s actions or advice, or for incorporating the results of that third party’s advice into Boykeys’ own advice.
Boykeys does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of Boykeys, nor their timely receipt.
All claims by the Client based on a failure by Boykeys lapse unless reported to Boykeys in writing with reasons within one year after the Client knew or could reasonably have known the facts on which the claims are based. Boykeys’ liability lapses one year after the Agreement between the parties ends.

Article 20 Confidentiality

Boykeys and the Client undertake to keep confidential all confidential information obtained in connection with an assignment. Confidentiality arises from the assignment and must also be assumed where the information can reasonably be expected to be confidential. This obligation does not apply if the information is already public or generally known, is not confidential, was not disclosed by the Client to Boykeys during the Agreement or was obtained by Boykeys in another way.
Confidentiality applies in particular to advice, reports, designs, methods and records prepared by Boykeys concerning the Client’s assignment. The Client is expressly prohibited from sharing their content with employees not authorised to access it or with unauthorised third parties. Boykeys will also always exercise the required care when handling commercially sensitive information supplied by the Client.
If a statutory provision or court ruling requires Boykeys to disclose confidential information to a third party designated by law or a competent court, and Boykeys cannot invoke a right of privilege, Boykeys owes no compensation and this gives the Client no grounds to terminate the Agreement.
Boykeys’ written permission is required for transferring or distributing information to third parties or publishing statements, advice or materials supplied by Boykeys to third parties, unless such permission has been expressly agreed in advance. The Client indemnifies Boykeys against all claims by such third parties arising from reliance on information distributed without Boykeys’ written permission.
Boykeys and the Client will also impose the confidentiality obligation on third parties they engage.

Article 21 Intellectual property rights

All intellectual property rights and copyrights of Boykeys, including but not limited to all designs, models, reports and advice, belong exclusively to Boykeys and are not transferred to the Client unless expressly agreed otherwise.
If one or more of the above items or works are to be transferred to the Client, Boykeys may enter into a separate Agreement and require appropriate financial compensation. The Client must pay that compensation before acquiring the items or works and their associated intellectual property rights.
The Client may not disclose, reproduce, modify or make available to third parties, including for commercial use, any documents or software in which Boykeys holds intellectual property rights or copyright, without express prior written permission. If the Client wishes to change items delivered by Boykeys, Boykeys must explicitly approve the proposed changes.
The Client may not use items or documents in which Boykeys holds intellectual property rights other than as agreed in the Agreement.
The parties will inform each other and take joint measures if intellectual property rights are infringed.
Unless agreed otherwise, the Client acquires a right to use the works created for its assignment. The Client may not use items or documents in which Boykeys holds intellectual property rights other than as agreed in the Agreement. If the Client makes changes without Boykeys’ prior written permission, the Client owes an immediately payable penalty of 5,000 euros and 250 euros for each day the infringement continues.

Article 22 Indemnity and accuracy of information

The Client is responsible for the accuracy, reliability and completeness of all data, information and documents, in any form, supplied to Boykeys under an Agreement, including data obtained from third parties and supplied to Boykeys for performance of the Service.
The Client indemnifies Boykeys against all liability arising from failure or delay in meeting obligations to provide all accurate, reliable and complete data, information and documents on time.
The Client indemnifies Boykeys against all claims by the Client, third parties engaged by or working for it, and the Client’s customers, based on failure to obtain, or timely obtain, any permissions needed for performance of the Agreement.
The Client indemnifies Boykeys against all third-party claims arising from work performed for the Client, including but not limited to intellectual property rights in data and information supplied by the Client that may be used in performing the Agreement, and the Client’s acts or omissions towards third parties.
If the Client supplies electronic files, software or data carriers to Boykeys, it guarantees that they are free of viruses and defects.

Article 23 Complaints

If the Client is dissatisfied with Boykeys’ service or otherwise has complaints about performance of the assignment, it must report them as soon as possible, but no later than 8 calendar days after the event giving rise to the complaint. Complaints may be submitted in writing by registered post to the management of Boykeys, Jan van Zutphenlaan 45, 3555 SN Utrecht.
The Client must sufficiently substantiate or explain the complaint for Boykeys to consider it.
Boykeys will respond substantively as soon as possible, and no later than 8 calendar days after receiving the complaint.
The parties will try to reach a solution together.

Article 24 Governing law

Dutch law governs the legal relationship between Boykeys and the Client.
Boykeys may amend these terms and conditions and will inform the Client.
In the event of translations of these terms and conditions, the Dutch version prevails.
All disputes arising from or in connection with the Agreement between Boykeys and the Client will be settled by the competent court of the Central Netherlands District Court, Utrecht location, unless mandatory law designates another competent court.