General Terms & Conditions

PrimeBridge Global (2025)

Article 1 – Definitions
Article 2 – Identity of PrimeBridge
Article 3 – General Provisions
Article 4 – The Offer
Article 5 – The Agreement
Article 6 – Execution of the Agreement
Article 7 – Dissolution and notice periods
Article 8 – Liability
Article 9 – Force majeure
Article 10 – Fee
Article 11 – Payment and billing
Article 12 – Complaints
Article 13 – Transfer
Article 14 – Extra work
Article 15 – Intellectual Property
Article 16 – Confidentiality
Article 17 – Exclusivity
Article 18 – Set-off and suspension
Article 19 – Applicable law
Article 20 – Survival
Article 21 – Amendment or supplementation
CHAPTER II – PROCESSING OF PERSONAL DATA
Article 22 – Processing of Personal Data
Article 23 – Execution Processing
Article 24 – Security
Article 25 – Duty to Report
Article 26 – Rights of data subjects
Article 27 – Inspection

Article 1 – Definitions

In these general terms and conditions, the following terms shall have the following meanings:

PrimeBridge: the enterprise as defined in article 2 of these general terms and conditions;
Other party: the (legal) person who enters into an Agreement with PrimeBridge for the provision of Services by Primebridge to the other party or the person entering into negotiations about this;
Agreement: any agreement between PrimeBridge and the Other Party to provide Services by PrimeBridge to the Other Party;
Parties: the Other Party and PrimeBridge together;
In writing: by email, by post or by WhatsApp;
Third Party(ies): other natural or legal persons who are not part of this Agreement;
Services: the services to be provided by PrimeBridge including but not limited to doing or advising on accounting and other administrative work.

Article 2. Identity of PrimeBridge

PrimeBridge: PrimeBridge Netherlands B.V.
Street name and number: Dorpsstraat 79
Postcode and location: 1657 AC
Phone number: 020-2184224
Chamber of Commerce number: 95954686

Article 3. General Provisions

These General Terms and Conditions apply to any offer and all (legal) acts of PrimeBridge and to any contract concluded between PrimeBridge and the Other Party.
If the Agreement is concluded electronically, then, contrary to the previous paragraph, and before the Agreement is concluded, the text of these general terms and conditions will be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, before the Agreement is concluded it will be stated where the general terms and conditions can be viewed electronically and that at the request of the Other Party they will be sent electronically or otherwise free of charge.
Unless expressly agreed upon otherwise and In Writing, the applicability of other general terms and conditions is excluded.
Deviations from or additions to these General Terms and Conditions shall only be valid if expressly agreed to In Writing.
If PrimeBridge does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that PrimeBridge would in any way lose the right to require strict compliance with the provisions of these conditions in other cases.
If and insofar as no appeal can be made to any provision of these general terms and conditions on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will in any case be accorded a meaning corresponding as far as possible to its content and purpose, so that an appeal can be made to it.
PrimeBridge cannot guarantee that the work it performs will achieve the result desired by the Other Party. The accepted assignment leads to an obligation to perform to the best of one’s abilities and not to an obligation to guarantee a certain result.
PrimeBridge has the right to engage Third Parties for the execution of the Agreement.
The effect of Art. 7:404 and 7:407 (2) of the Civil Code is excluded.

Article 4. The Offer

An offer shall be valid for 8 (eight) weeks. If an offer has a limited validity period or is made subject to conditions, this will be explicitly stated in the offer.
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 Other Party. Obvious mistakes or obvious errors for instance regarding the amounts indicated do not bind PrimeBridge.

Article 5. The Agreement

The Agreement is concluded at the moment of acceptance by the Other Party of the offer and the fulfilment of the conditions thereby stipulated.
If any provision of these general terms and conditions or of an Agreement proves to be invalid or is nullified, this will not affect the validity of the general terms and conditions or Agreement as a whole. The parties will consult with each other to agree on a new provision to replace the void or voided provision, taking into account as much as possible the purpose and the meaning of the void or voided provision.
PrimeBridge reserves the right not to execute an Agreement, for instance when it has reasonable doubt or information that the Other Party will not (be able to) fulfil its (financial) obligations. In case PrimeBridge refuses to do so, it will inform the Other Party In Writing of this refusal within a reasonable term after concluding the Agreement.
These general conditions also apply to future, additional and/or follow-up orders.
Agreed delivery dates are always indicative. The delivery periods are not final deadlines. Exceeding a term therefore does not give the Other Party a right to compensation.

Article 6. Execution of the Agreement

Obligations of PrimeBridge

PrimeBridge warrants that all work performed and Services provided under the Agreement shall be performed to the best of its knowledge and understanding.
In case of unforeseen circumstances, related to the execution of the Agreement, PrimeBridge will inform the Other Party as soon as possible.
PrimeBridge is obliged under the Prevention of Money Laundering and Terrorist Financing Act (Wwft) to verify the identity of the other party.
PrimeBridge is required by applicable laws and regulations in some cases to report certain information to the authorities. These include:
1. Unusual transactions, as referred to in the Wwft;
2. Cross-border arrangements; and
3. (alleged) violations of laws and regulations and/or other irregularities.
Pursuant to laws and regulations PrimeBridge will not always inform the Other Party of this.
PrimeBridge will retain the electronic or paper files for a period of 7 (seven) years after the last communication with the Other Party regarding the relevant Agreement. After this period PrimeBridge will destroy the files. The Other Party is responsible for any retention obligations it may have.

Obligations of the Other Party:

The Other Party is obliged to supply PrimeBridge with complete and correct information required for executing the Agreement, even when PrimeBridge has not explicitly requested it and the Other Party should understand that the information is required. The Other Party is solely responsible and liable for any damage resulting from the failure to supply incorrect or incomplete information on time, or from the withholding of information.
The Other Party is obliged to timely notify PrimeBridge of any facts and/or circumstances that are or may be relevant to the execution of the Agreement.
The Other Party guarantees the accuracy, timeliness, completeness, reliability and legality of the information and documents made available by the Other Party to PrimeBridge, including information and documents originating from Third Parties. The Other Party shall indemnify PrimeBridge for all damages resulting from inaccuracy, incompleteness, unreliability and/or illegality of such information and documents.
In order to execute the Agreement PrimeBridge may provide advice or make any other recommendation. If the Other Party acts on the basis of these documents, this will always be at the Other Party’s risk and expense.
The other party is obliged to grant PrimeBridge access to information, passwords, accounts and other matters required for the execution of the Agreement and to grant PrimeBridge a power of attorney if necessary.
The Other Party is obliged to cooperate, where necessary and reasonable, in the execution of the Agreement.
The Other Party remains at all times responsible for compliance with the applicable laws and regulations, including the obligation to retain records.

Article 7. Dissolution and notice periods

If the Other Party fails to fulfil one or more of its obligations, fails to do so on time or adequately, is declared bankrupt, applies for a (temporary) moratorium and/or deferral of payments, proceeds to liquidate its business, or if its assets are wholly or partially seized PrimeBridge has the right to suspend the execution of the agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default by means of a Written statement, all this at its own discretion and always without prejudice to any right it may have to compensation of costs, damage and interest.
If the Agreement terminates due to force majeure, PrimeBridge shall be entitled to payment for hours already worked or investments made at the time of termination of the Agreement.
Unless otherwise agreed In Writing, written termination is possible subject to three months’ notice. When terminating the Agreement, PrimeBridge does have the right to compensation for hours already worked or investments made.

Article 8. Liability

PrimeBridge is not liable for indirect or direct damage. Not excluded is PrimeBridge’s liability for damage resulting from intent or deliberate recklessness on the part of PrimeBridge.
If PrimeBridge can nevertheless be held liable in a specific case, irrespective of the provisions of this article, the total liability of PrimeBridge shall be limited to compensation for damage up to a maximum of the amount of the fee (excluding VAT) stipulated for that contract.
The amount of compensation shall never exceed the amount paid out by PrimeBridge’s liability insurance.
If the Agreement is a continuing performance contract with a term of more than three months, the fee stipulated for that contract shall be set at the total of the fees (excluding VAT) for the past three months prior to the event causing the damage.
Direct damage means:
1. reasonable costs which the Other Party would have to incur to have PrimeBridge’s performance comply with the Agreement; however, this substitute damage will not be compensated if the Agreement is dissolved by or at the claim of the Other Party;
2. reasonable costs incurred by the Other Party for being forced to keep its old system(s) and related facilities operational for a longer period due to PrimeBridge’s failure to deliver on a final delivery date binding on it minus any savings resulting from the delayed delivery;
3. reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general conditions;
4. reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have resulted in limiting damage within the meaning of these General Terms and Conditions.
The Other Party indemnifies PrimeBridge against any claims by Third Parties, who suffer damage in connection with the execution of the Agreement.
It is always a condition for the occurrence of any right to compensation that the Other Party reports the damage In Writing to PrimeBridge as soon as possible after its occurrence. Any claim for compensation against PrimeBridge will lapse by the mere lapse of 12 (twelve) months after the claim arose.
PrimeBridge shall not be liable for any damage caused by auxiliary persons as referred to in article 6:76 of the Dutch Civil Code.
PrimeBridge is not liable for any damage, of whatever nature, due to PrimeBridge having relied on inaccurate and/or incomplete information provided by the Other Party or if the Other Party has supplied this information too late.

Article 9. Force majeure

In addition to the provisions of section 6:75 of the Netherlands Civil Code, PrimeBridge cannot be held accountable for any failure by PrimeBridge to fulfil any obligation towards the Other Party in the event of a circumstance beyond the control of PrimeBridge as a result of which fulfilment of its obligations towards the Other Party is wholly or partly hindered or as a result of which fulfilment of its obligations cannot reasonably be required from PrimeBridge. Such circumstances include non-performance by suppliers or other Third Parties, power failures, computer viruses, extreme weather conditions, fire (danger), threat of war, pandemics, epidemics, quarantines, absenteeism, incapacity for work, strikes, government measures and breakdown of equipment and/or (electric) vehicle.
If a situation as referred to in paragraph 1 of this article occurs as a result of which PrimeBridge is unable to fulfill its obligations to the Other Party, then those obligations shall be suspended for as long as PrimeBridge is unable to fulfill its obligations. If the force majeure situation has lasted for 30 (thirty) calendar days, both parties shall have the right to dissolve the Agreement in writing in part or in full. In that case PrimeBridge shall not be obliged to compensate for any damage, even if PrimeBridge benefits from any advantage as a result of the force majeure situation.

Article 10. Fee

All amounts are in Euros and exclusive of VAT and other government levies unless otherwise agreed.
PrimeBridge reserves the right to apply an inflation adjustment once a year.
The agreed amounts are based on cost price determining factors at the time of the offer. PrimeBridge reserves the right to charge changes in cost price determining factors, over which PrimeBridge has no reasonable influence, such as an increase in excise duties, social security contributions, insurance payments or sales tax, to the Other Party three months after concluding the Agreement, up to a maximum of 20% of the original amount.
A composite quotation does not oblige PrimeBridge to perform part of the Agreement at a corresponding part of the quoted amount.
Discounts and quoted amounts do not automatically apply to future Agreements.

Article 11. Payment and billing

Insofar as not otherwise provided for in the Agreement or supplementary conditions, the amounts owed by the Other Party must be paid within 14 (fourteen) days after the invoice date.
The Other Party has the duty to immediately report inaccuracies in payment data provided or mentioned to PrimeBridge.
If the Other Party does not timely comply with its payment obligation(s), PrimeBridge will notify the Other Party of the late payment and grant the Other Party a term of 7 (seven) days to comply with its payment obligations. If payment is not made within this seven-day period, the Other Party will be in default by operation of law. As a result the Other Party will, in addition to the amount due, owe the statutory (commercial) interest on the amount still due. In addition PrimeBridge has the right to charge extrajudicial collection costs.
In case of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, PrimeBridge’s claims against the Other Party and the Other Party’s obligations towards PrimeBridge are immediately due and payable.
Payments made by the Other Party shall always serve in the first place for the settlement of all interest and costs due, in the second place for the payment of invoices which have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.

Article 12. Complaints

The Other Party can no longer appeal to a defect in the performance if it has not protested to PrimeBridge within 2 (two) months after it has discovered or reasonably should have discovered the defect. In case of a visible defect at the time of delivery a period of 48 (forty-eight) hours applies.
The Other Party shall in any case give PrimeBridge 4 (four) weeks to resolve the complaint in mutual consultation.
If a complaint is not reported to PrimeBridge within the time periods specified in the preceding paragraphs, the product shall be deemed to comply with the Agreement and to function in accordance with the Agreement.
Complaints do not suspend the Other Party’s payment obligation.

Article 13. Transfer

Rights and obligations of the Other Party under this Agreement cannot be transferred without the prior Written consent of the Other Party. This provision is considered to be a clause with effect under property law as referred to in Article 3:83 (2) of the Dutch Civil Code.

Article 14. Extra work

If PrimeBridge at the request of the Other Party or at PrimeBridge’s own request, with the prior Written consent of the Other Party, the Other Party shall be compensated for such work or other performance which falls outside the content or scope of the Agreement in accordance with PrimeBridge’s customary rates. The Other Party is never obliged to comply with such a request and may desire that a separate Written Agreement be concluded for this purpose.
The Other Party accepts that work or performance as referred to in paragraph 1 of this article may influence the agreed objectives and expectations.
Where a fixed amount has been agreed for the services PrimeBridge shall always inform the Other Party In Writing in advance of the financial consequences of additional work.

Article 15. Intellectual Property

All intellectual property rights pertaining to and/or resulting from the Agreement executed by PrimeBridge shall rest with PrimeBridge. The Other Party only acquires the non-exclusive and non-transferable rights of use explicitly granted by these General Terms and Conditions and by law. Any other or further right of the Other Party is excluded.
The documents provided by PrimeBridge, including but not limited to templates, detailed advice and reports, are solely intended to be used by the Other Party. The Other Party is not allowed to disclose and/or reproduce the information obtained in any form whatsoever. This includes among other things editing, selling, making available, distributing and integrating into networks, whether or not after editing, except when such publication and/or reproduction is permitted in writing by PrimeBridge and/or when such publication and/or reproduction arises from the nature of the agreement with PrimeBridge.
PrimeBridge reserves the right to use the knowledge gained in executing the Agreement for other purposes, to the extent that no confidential information of the Other Party is disclosed to Third Parties.
PrimeBridge has the right to use the name and logo of the Other Party as a reference or promotion.
The Other Party shall indemnify PrimeBridge against Third Party claims regarding intellectual property rights.
If the Other Party acts in violation of this article, the Other Party shall owe an immediately payable penalty in the amount of three times the amount stipulated for that Agreement, without prejudice to PrimeBridge’s right to compensation.

Article 16. Confidentiality

Confidentiality of all confidential information, which the Parties have obtained from each other in the context of the Agreement, is mandatory for the Parties. Information is confidential if so notified by a Party or if this reasonably follows from the nature of the information.
If the Other Party violates paragraph 1 of this provision, the Other Party, regardless of whether the violation is attributable to the Other Party and without prior notice of default or legal proceedings, shall owe PrimeBridge an immediately payable penalty of twenty thousand (20,000) euros for each violation without the need for any form of damage without prejudice to PrimeBridge’s other rights, including its right to claim compensation in addition to the penalty.

Article 17. Exclusivity

For the duration of the Agreement, the Other Party grants PrimeBridge the exclusive right to perform the assigned assignment.

Article 18. Set-off and suspension

The Other Party’s right of suspension and right of set-off are excluded.

Article 19. Applicable law

Agreements between PrimeBridge and the Other Party are exclusively governed by Dutch law.
Disputes between parties shall be resolved as much as possible through proper consultation. All disputes between the Other Party and PrimeBridge shall exclusively be settled by the competent court in the district where PrimeBridge has its seat.

Article 20. Survival

The provisions of these general terms and conditions and the Agreement which are intended to remain in effect after termination of the Agreement, including but not limited to article 7 (liability), article 14 (intellectual property rights), article 15 (confidentiality), article 18 (applicable law) and this provision (Survival), shall remain in effect after termination of the Agreement.

Article 21. Amendment or supplementation

PrimeBridge has the right to unilaterally amend or supplement these general terms and conditions. In that case PrimeBridge will inform the Other Party in time of the changes or additions.
There will be a minimum of 30 (thirty) days between such notice and the effective date of the amended or supplemented terms and conditions.

CHAPTER II – PROCESSING OF PERSONAL DATA

Article 22. Processing of Personal Data

Should PrimeBridge be considered a processor as referred to in Article 4(8) of the General Data Protection Regulation (AVG), Articles 22 to 27 of these General Terms and Conditions qualify as agreements to be made in accordance with Article 28(3) of the General Data Protection Regulation (AVG).
PrimeBridge shall process personal data on behalf of the Other Party. PrimeBridge shall process, among other things, the personal data of clients of the Other Party, such as: name, address, place of residence, telephone number, e-mail address, salutation, ultimate beneficial owner data, passport copy, sources of wealth and source of income.
PrimeBridge processes personal data of Third Parties for the purpose of executing the Agreement concluded with the Other Party.
Such data shall never be the property of PrimeBridge. Information supplied by the Other Party for the above-mentioned purpose will remain the property of the Other Party.
PrimeBridge will not process personal data for longer than the duration of the Agreement, unless expressly instructed to do so in writing by the Other Party.
If, in the opinion of the Other Party, certain personal data should not or need not be kept any longer PrimeBridge shall, at the Written request of the Other Party, promptly destroy the relevant personal data specified by the Other Party and certify to the Other Party in writing that it has done so.

Article 23. Execution Processing

PrimeBridge is only responsible for the processing of personal data processed in the context of the Services offered under the conditions set forth in these General Conditions. For other processing of personal data, including the collection of personal data by the Other Party and/or Third Parties, PrimeBridge is explicitly not responsible, unless such Third Party has been appointed by PrimeBridge.
PrimeBridge shall, unless it has received express prior Written consent from the Other Party and legal requirements are met, not process personal data in countries outside the European Economic Area (“EEA”). Transfer of personal data to countries outside the EEA which do not have an adequate level of protection is prohibited. PrimeBridge will immediately inform the Other Party in Writing of any planned permanent or temporary transfers of personal data to a country outside the EEA and will only implement the transfer(s) with the Other Party’s Written consent.
PrimeBridge shall keep the personal data relating to the other party separate from the personal data it processes for itself or on behalf of Third Parties
PrimeBridge shall process personal data in a proper and careful manner and in accordance with PrimeBridge’s obligations under privacy legislation, including European Regulations and the AVG.

Article 24. Security

PrimeBridge shall in accordance with Article 32 AVG take all appropriate technical and organizational measures to secure personal data against loss or any form of unlawful processing. These measures will, taking into account the costs involved and the state of the art, correspond to the nature of the personal data to be processed.
PrimeBridge shall endeavour to prevent, detect and, where appropriate, take action against security breaches involving personal data as far as possible.

Article 25. Duty to Report

In the event of a security breach and/or a data breach as referred to in the Data Breach Notification Act, PrimeBridge shall reasonably inform the Other Party as soon as possible.
The obligation to report includes in any case the reporting of the fact that a leak or incident has occurred, as the (alleged) cause of the leak or incident, the as yet known and/or expected consequence and the (proposed) solution.
The Other Party will, if in its opinion necessary, inform Data Subjects and other Third Parties including the Personal Data Authority about a data leak or other incidents.
PrimeBridge shall not be permitted to provide information about a data breach or other incident directly to Data Subjects or other Third Parties, except to the extent PrimeBridge is required to do so by law or has obtained permission from the Other Party.

Article 26. Rights of data subjects

PrimeBridge shall cooperate with the Other Party to, upon approval of, and at the behest of the other party:
1. Provide data subjects with access to personal data concerning them;
2. Delete or correct personal data of data subjects;
3. Demonstrate that personal data has been deleted or corrected, if it is incorrect (or there is discussion about the correctness of personal data).
PrimeBridge shall, to the extent reasonably possible, cooperate with the Other Party in complying with its obligations under the AVG and other applicable laws relating to the processing of personal data. The responsibility for fulfilling these obligations rests entirely and exclusively with the Other Party. The costs related to this cooperation are not included in the agreed prices and fees of PrimeBridge and will be fully borne by Other Party.

Article 27. Inspection

PrimeBridge shall permit counterparty to inspect PrimeBridge’s compliance with the security measures or, at counterparty’s request, to have PrimeBridge’s processing facilities inspected by a designated investigative body.
The Other Party shall pay all costs, fees and expenses related to the Inspection, including reasonable internal costs incurred by PrimeBridge.
The Other Party will provide PrimeBridge with a copy of the Inspection report.