breeze

Breeze: the contractor with the following identity:
- Name: Breeze Social B.V.;
- Office & business address: Stationsplein 45, 3013 AK in Rotterdam;
- Phone number: +31 10 3220150;
- E-mail: hallo@breeze.social;
- Website https://breeze.social
- Chamber of Commerce number: 80045944;
- VAT number: NL826478190B01.
Partner: client with whom Breeze has entered into an Agreement;
Agreement: any agreement between Breeze and the Partner to provide services from Breeze to the Partner;
Parties: Partner and Breeze together;
In Writing: by e-mail, by post or by WhatsApp;
Third Party(ies): other natural or legal persons who are not part of this Agreement;
Services: all Services performed by Breeze on behalf of the Partner, including, but not limited to:
- Advertising for the Partner;
- Facilitate meetings (such as dates) at the Partner's facility;
- Providing insight into ways to improve the Partner's service through customer feedback.

Article 2. General provisions

These general terms and conditions apply to any offer and all (legal) acts of Breeze, and to any Agreement established between Breeze and the Partner.
If the Agreement is concluded electronically, notwithstanding the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions may be made available to the Partner electronically in such a manner that it can be easily stored by the Partner on a durable data carrier. If this is not reasonably possible, it will be indicated before the Agreement is concluded where the general terms and conditions can be inspected electronically and that they will be sent electronically or otherwise free of charge to the Partner upon request.
Unless expressly agreed otherwise and In Writing, the applicability of other general terms and conditions is excluded.
Deviations or additions to these general terms and conditions shall only be valid if expressly agreed In Writing.
If Breeze does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Breeze would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
If and to the extent that any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as far as possible to its content and scope, so that it can be invoked.
Breeze cannot guarantee that the work it carries out will achieve the result desired by the Partner. The accepted assignment leads to an obligation of effort and not an obligation of result.
Breeze is entitled to engage Third Parties for the performance of the Agreement.

Article 3. The offer

In principle, an offer has a limited period of validity of 10 (ten) working days. If otherwise, this will be expressly stated in the offer.
An offer by Breeze is non-binding, this means that Breeze has the right to revoke the offer accepted by the Partner within 2 (two) working days of receiving the acceptance.
The offer contains a complete and accurate description of the Services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the Partner. Obvious mistakes or obvious errors about f.i. amounts displayed do not bind Breeze.
Insofar as no standards or regulations have been agreed, Breeze will deliver what can reasonably be assumed.

Article 4. The Agreement

The Agreement is concluded at the moment of acceptance by the Partner of the offer and the fulfilment of the conditions thereby, after Breeze's time to invoke the offer has expired.
If any provision of these general terms and conditions or an Agreement turns out to be invalid or is annulled, this shall not affect the validity of the entire general terms and conditions or the Agreement. The parties shall consult in order to agree on a new provision to replace the void or voided provision, taking into account as much as possible the purpose and meaning of the void or voided provision.
Breeze reserves the right to, not execute a concluded Agreement, for example if it has reasonable doubt or information that the Partner will not (be able to) fulfil its (financial) obligations. If Breeze refuses, it will inform the Partner In Writing of the refusal within a reasonable period after the conclusion of the Agreement.
The Partner's right of suspension and right of set-off are excluded.
These general terms and conditions also apply to future, additional and/or follow-up orders.
If the Partner has accepted the offer electronically, Breeze will confirm receipt of the acceptance of the offer electronically without delay.

Article 5. Fees/Prices

All amounts are in euros and exclusive of turnover tax (VAT) and other government levies, unless agreed otherwise.
Discounts and quoted amounts do not automatically apply to future Agreements.
If the Service cannot take place due to a circumstance attributable to the Partner in which the Partner cannot invoke force majeure, the Partner is still obliged to fulfil its payment obligation. This is only different if Breeze indicates this.

Article 6. Payment and invoicing

To the extent not otherwise provided in the Agreement or additional terms and conditions, amounts due by the Partner must be paid within 14 (fourteen) days from the invoice date.
1. Even if Breeze owes the Partner an amount, Breeze will draw up a credit invoice and pay it within 14 days after confirmation of the amount.
The Partner has the duty to immediately report inaccuracies in payment data provided, or mentioned, to Breeze. Costs incurred or damage caused by the provision of incorrect data by the Partner will be borne by the Partner.
If the Partner does not timely fulfil its payment obligation(s), it will be notified of the late payment by Breeze and the Partner will be given a period of 7 (seven) days to still fulfil its payment obligations. After failing to pay within this seven-day period, the Partner is in default. As a result, the Partner will also owe statutory (commercial) interest on the amount still due. In addition, Breeze will be entitled to charge the extrajudicial collection costs incurred by it.
In case of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, Breeze's claims on the Partner and the Partner's obligations to Breeze shall be immediately due and payable.
Payments made by the Partner always serve first to settle all interest and costs due, secondly to settle payable invoices which have been outstanding the longest, even if the Partner indicates that the payment relates to a later invoice.

Article 7. Additional work

If, at the Partner's request or at its own request, Breeze has carried out work or other performance that falls outside the content or scope of the Agreement with the Partner's prior Written consent, such work or performance shall be compensated by the Partner in accordance with Breeze's customary rates.

Article 8. Dissolution

If the Partner fails to fulfil one or more of its obligations, fails to fulfil them on time or properly, is declared bankrupt, applies for a (provisional) moratorium and/or suspension of payments, proceeds to liquidate its business, as well as when its assets are seized in whole or in part Breeze will have the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement, in whole or in part, by operation of law and without prior notice of default, by means of a Written statement, all this at its discretion and always with retention of any right to compensation for costs, damages and interest.
If the Agreement terminates due to force majeure, Breeze shall be entitled to payment for the hours already worked or investments made at the time of the termination of the Agreement.
Notice of termination must be given In Writing, subject to 3 (three) days' notice. If Breeze so desires, already scheduled appointments/meetings/dates at the Partner must be able to take place.

Article 9. Liability

Breeze shall not be liable for indirect and direct damages resulting from performance of the Agreement, only not excluded is Breeze's liability for damages resulting from deliberate or conscious recklessness of Breeze.
If Breeze can nevertheless be held liable in a specific case, notwithstanding the provisions of this article, Breeze's total liability will be limited to compensation for damages up to the amount of the fee (excluding VAT) stipulated for that Agreement.
The amount of compensation will never exceed the amount paid out by Breeze's liability insurance.
If direct damage can nevertheless be held liable, then direct damage is exclusively understood to mean:
1. reasonable costs that the Partner would have to incur to make Breeze's performance conform to the Agreement; however, such replacement damage shall not be compensated if the Agreement is rescinded by or at the demand of the Partner;
2. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions;
3. reasonable costs incurred to prevent or limit damage insofar as the Partner demonstrates that these costs have resulted in limitation of damage within the meaning of these general terms and conditions.
The Partner indemnifies Breeze against any claims of Third Parties, who suffer damages in connection with the performance of the Agreement.
If the Agreement is a continuing performance agreement with a term of more than six months, the fee stipulated for that Agreement shall be set at the total fees (excluding VAT) of the past six months prior to the event causing damage.
A condition for the emergence of any right to compensation is always that the Partner reports the damage In Writing to Breeze as soon as possible after it arises. Any claim for damages against Breeze will lapse by the mere expiry of 12 (twelve) months after the claim arises.
The Partner may only invoke the compensation for damages, as arising from this article, if it has itself fulfilled all its obligations to Breeze.
Breeze shall not be liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
Breeze will not be liable for damages of any kind because Breeze has relied on incorrect and/or incomplete data provided by the Partner, or if the Partner has delivered such data late.
The consequences of compliance (by Breeze or Third Parties) with statutory regulations or governmental orders shall be borne by the Partner, regardless of whether the cause/necessity of such compliance is attributable to the Partner, Breeze or a Third Party.

Article 10. Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Breeze in the fulfilment of any obligation towards the Partner cannot be attributed to Breeze in case of circumstances beyond the control of Breeze, as a result of which the fulfilment of its obligations towards the Partner is wholly or partly prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of Breeze. Such circumstances include non-performance by Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism, incapacity for work, strikes, government measures such as the closure of the catering industry or the cancellation of the meeting by one of the participants.
If a situation referred to in paragraph 1 of this article occurs as a result of which Breeze cannot fulfil its obligations to the Partner, those obligations shall be suspended for as long as Breeze cannot fulfil its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties shall have the right to terminate the Agreement in Writing in whole or in part.
In such a case, Breeze shall not be liable for any damages, even if Breeze enjoys any advantage because of the force majeure situation.

Article 11. Warranty

Breeze warrants that the Services comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.
No warranty can be provided about, among others, but not limited to, the following cases:
1. Number of visitors in catering establishment of the Partner arising from dates or advertising;
2. Number of consumptions taken at the Partner's catering establishment;
3. Frequency of visits to the Partner's catering establishment.

Article 12. Complaints

The Partner must claim a defect in the performance of Breeze within thirty (30) days after the performance of the work and (in any case) within fourteen (14) days after receipt of the invoice. After expiry of this period, the work is deemed to comply with the Agreement. The Partner must in any case give Breeze 4 (four) weeks to resolve the complaint by mutual agreement.
Complaints do not suspend the Partner's payment obligation.

Article 13. Transfer

Rights and obligations of the Partner under this Agreement cannot be transferred without the prior Written consent of the other party. This provision counts as a clause with effect under property law, as referred to in Section 3:83(2) of the Dutch Civil Code.

Article 14. Intellectual property

All intellectual property rights (such as, for example, but not limited to, copyrights and patent rights) relating to and/or resulting from the Agreement executed by Breeze rest with Breeze. The Partner only acquires the non-exclusive and non-transferable rights of use expressly granted by these General Terms and Conditions and by law. Any other or further right of the Partner is excluded. Unless explicitly agreed otherwise In Writing, the rights to the data referred to in this Article shall remain the property of Breeze, regardless of whether the Partner has been charged for their creation.
All documents shared by Breeze are for the use of the Partner only. The disclosure of these documents, in any way, to Third Parties is not permitted, unless reasonably necessary in connection with the proper performance of the Agreement, and then only after and to the extent that a confidentiality obligation has been agreed.
Unless otherwise agreed, the Partner is not authorized to grant sublicenses to Third Parties.
Breeze has the right to use the Partner's name and logo as a reference or promotion with the Partner's consent.
The Partner shall indemnify Breeze against Third Party intellectual property rights claims.
If the Partner acts in violation of this article, the Partner will owe an immediately payable fine €20,000 (twenty thousand euros) without prejudice to Breeze's right to damages.

Article 15. Management

Breeze is entitled to make changes to the technical facilities in respect of the Services at any time.
The Partner will act and behave in accordance with what may be expected of a responsible and careful user of the Service(s).
The Partner is always responsible for any use - including unauthorized use - made of the user and access rights granted to it. The Partner will take appropriate and reasonable measures to prevent unauthorized use.
The Partner will follow the instructions given by Breeze for the use of the Service(s) at all times.
Breeze is entitled to change the non-technical facilities of its Services.
A change that in Breeze's reasonable opinion requires a substantial, non-temporary adjustment on the part of the Partner will be announced to the Partner as soon as possible. The Partner cannot claim compensation or damages, but is entitled to terminate the Agreement with effect from the day of the announced change.
Breeze reserves the right to discontinue/remove technical Services if they cause system failure/delay. Breeze will assess whether such a malfunction or delay exists and may, without prior notice to the Partner, block the technical Services or take other measures to eliminate the malfunction or delay. The Partner will never be entitled to damages or compensation in these circumstances.
Breeze shall have the right, without prior notice, to (temporarily) take its Services out of service or restrict their use to the extent necessary for reasonably necessary maintenance or for necessary adjustments or improvements to be made to the Services by Breeze without giving rise to any right to damages or compensation from the Partner to Breeze.

Article 16. Confidentiality

Confidentiality of all confidential information obtained by the Partner from Breeze under the Agreement is mandatory for the Partner. Information is confidential if communicated by Breeze or if it reasonably follows from the nature of the information.
If the Partner breaches paragraph 1 of this provision, the Partner, irrespective of whether the breach can be attributed to the Partner and without prior notice of default or court proceedings, will owe Breeze an immediately payable fine of €20,000 (twenty thousand euros) for each breach without the need for any damages without prejudice to Breeze's other rights, including its right to claim damages in addition to the fine.

Article 17. Applicable law and disputes

Agreements between Breeze and the Partner are governed exclusively by Dutch law.
Disputes between the Parties will be resolved as far as possible through proper consultation. All disputes between the Partner and Breeze will be resolved exclusively by the competent court in the district in which Breeze is located, unless Breeze desires another relatively competent court.

Article 18. Survival

The provisions of these general terms and conditions and the Agreement which purport to retain their validity after the termination of the Agreement shall remain in full force after the termination of the Agreement.

Article 19. Amendments or additions

Breeze is entitled to unilaterally amend or supplement these general terms and conditions. In such case, Breeze will notify the Partner of the changes or additions in a timely manner. The Partner will be deemed to have accepted the new terms and conditions if the Partner does not protest In Writing within 14 (fourteen) days after Breeze notifies the Partner of the changes.
These general terms and conditions were last updated on March 17th, 2023.