Semano S.M. Beheer B.V.

Terms and conditions

General terms and conditions of Semano S.M. Beheer B.V., based in Amsterdam, registered with the Netherlands Chamber of Commerce (KvK) under number 42034479. Version 1.1, October 2026. Translation of the Dutch original; in case of differences, the Dutch text prevails.

Article 1. Definitions

  1. Semano: Semano S.M. Beheer B.V.
  2. Client: the natural or legal person, acting in the course of a profession or business, who instructs Semano.
  3. Agreement: the agreement between Semano and the client on the management of (parts of) the client's business, including any management agreement.
  4. Company: a company or other legal entity that (indirectly) belongs to the client and for which Semano performs services.
  5. Third parties: parties that are not part of Semano, such as cleaning, maintenance or security companies and other suppliers.
  6. In writing: by letter or email.

Article 2. Applicability

  1. These terms apply to all quotations and agreements of Semano. Semano works exclusively for clients acting in the course of a profession or business.
  2. Deviations only apply if agreed in writing. The client's purchasing or other terms are expressly rejected.
  3. If a provision is void or annulled, the other provisions remain in force. The parties will replace it with a valid provision that comes as close as possible to the original intention.
  4. Semano may amend these terms. An amendment applies to ongoing agreements from 30 days after Semano has announced it in writing. If the client does not agree with an amendment that materially disadvantages it, the client may terminate the agreement in writing within that period, effective on the date the amendment takes effect.

Article 3. Quotations and formation

  1. Quotations are without obligation and valid for 30 days, unless stated otherwise.
  2. The agreement is formed when the quotation is accepted in writing or electronically, or when Semano starts performing it with the client's consent.
  3. The agreement sets out Semano's tasks and powers. Tasks not listed there are not part of the assignment. Additional work is only carried out after written approval and is charged separately.

Article 4. Performance

  1. Semano performs the assignment carefully and to the best of its ability. Semano has an obligation of effort, not of result, unless expressly agreed otherwise in writing.
  2. Semano acts within the powers set out in the agreement. Decisions outside those powers are submitted to the client in advance.
  3. Semano reports to the client periodically on the performance, as agreed in the agreement.
  4. Semano decides which person or persons perform the assignment. Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply.

Article 5. Authority and representation

  1. Semano only acts on behalf of the client or the company, for example when entering into contracts with third parties, if a written power of attorney has been granted. The power of attorney states the types of acts and the maximum amounts Semano may sign for.
  2. Acts performed by Semano within the power of attorney bind the client or the company. The client indemnifies Semano against third-party claims arising from such acts.

Article 6. Client obligations

  1. The client provides Semano in good time with all information, access and cooperation needed for the assignment, and warrants its accuracy and completeness.
  2. The client immediately informs Semano of all facts and circumstances that may be relevant to the assignment, including financial difficulties, (impending) tax arrears, ongoing disputes and claims.
  3. The client remains the owner of the business and remains responsible for matters not expressly assigned to Semano, including compliance with laws and regulations applicable to the business.
  4. Delay or damage caused by incorrect, incomplete or late information or cooperation is at the client's expense.

Article 7. Third parties and staff

  1. Semano may engage third parties in consultation with the client. Agreements with third parties are concluded in the name and for the account of the client or the company, unless agreed otherwise in writing.
  2. Semano selects third parties carefully and supervises their work, but is not liable for shortcomings of those third parties.
  3. If Semano recruits or selects employees for the client, those employees are employed by the client or the company. The client is and remains the employer, with all associated obligations. Semano does not supply workers, unless agreed otherwise in writing.
  4. Semano is not liable for the performance of employees it has recruited or selected.

Article 8. Directorship

  1. If, at the client's request, Semano is appointed (statutory) director of a company, the tasks, powers, remuneration, accountability and term are set out in a separate management agreement signed by the client and the company. These terms also apply to that agreement.
  2. Semano only accepts a directorship after reviewing the company's financial position. The client warrants the accuracy of that information.
  3. The client and the company jointly and severally indemnify Semano and its directors against all claims by third parties and by the company itself related to the directorship, including reasonable legal costs, to the extent permitted by law. This indemnity does not apply in case of intent or deliberate recklessness on Semano's part.
  4. The client ensures that the company takes out, where reasonably available, appropriate directors' liability insurance that also covers Semano and its directors.
  5. The client ensures, as shareholder or through the shareholders, that the general meeting grants Semano discharge after adoption of each set of annual accounts and at the end of the directorship, unless there is a valid reason not to.
  6. If the management agreement ends, the client cooperates in Semano's dismissal as director and its deregistration with the relevant register within 14 days at the latest. Semano may also resign. Until the dismissal takes effect, these terms and the indemnity continue to apply.
  7. The law of the company's country applies to the directorship to the extent it is mandatory. Otherwise, Article 16 continues to apply.

Article 9. Fees and payment

  1. Fees are stated in the quotation or agreement. Amounts exclude VAT, if VAT is due.
  2. Semano may increase its fees annually on 1 January by no more than the Dutch consumer price index (CPI) published by Statistics Netherlands (CBS). Other fee changes are announced in writing at least 30 days in advance; the client may then terminate the agreement effective on that date.
  3. Invoices are payable within 14 days of the invoice date. After that period, the client owes statutory commercial interest and statutory extrajudicial collection costs without notice of default.
  4. In case of payment arrears, Semano may suspend performance after written notice of at least 7 days. Semano will continue to perform a directorship properly, but may then resign.
  5. The client may not set off or suspend payments.

Article 10. Complaints

  1. The client reports complaints about the performance in writing and as specifically as possible, within 30 days of discovering, or when it could reasonably have discovered, the problem.
  2. A complaint does not suspend the payment obligation. If the complaint is justified, Semano will remedy the defect where possible or credit the relevant part of the invoice.

Article 11. Liability

  1. Semano is only liable for direct damage resulting from an attributable failure in the performance of the agreement.
  2. If Semano has liability insurance covering the case, liability is limited to the amount paid out by the insurer, plus the deductible.
  3. If there is no insurance or the insurer does not pay out, liability is limited to the amount the client paid Semano for the assignment concerned in the six months before the event causing the damage, up to a maximum of €25,000 per event. A series of related events counts as one event.
  4. Semano is never liable for indirect damage, including consequential loss, loss of profit, missed savings, reputational damage and damage due to business interruption.
  5. The limitations in this article do not apply in case of intent or deliberate recklessness of Semano or its management.
  6. A claim for damages lapses if the client has not reported the damage to Semano in writing within twelve months of discovering it.
  7. The client indemnifies Semano against third-party claims arising from the client's business, except to the extent the damage results from an attributable failure by Semano.
  8. The limitations and indemnities in these terms also apply to Semano's directors and employees and to persons it engages.

Article 12. Confidentiality

  1. Both parties keep all confidential information they receive from each other secret, also after the agreement ends.
  2. This obligation does not apply to information that is already public, or where a legal obligation, a court order or the defence in legal proceedings requires disclosure.
  3. Semano only names the client as a reference with the client's written consent.

Article 13. Personal data

  1. If Semano processes personal data on behalf of the client, the parties conclude a data processing agreement in accordance with the General Data Protection Regulation (GDPR).
  2. The client warrants that providing personal data to Semano is lawful.

Article 14. Term and termination

  1. The term and notice period are set out in the agreement. If nothing has been agreed, either party may terminate in writing with two months' notice. Article 7:408 of the Dutch Civil Code does not apply.
  2. Either party may terminate the agreement with immediate effect if the other is declared bankrupt, applies for a suspension of payments, ceases its business or, after written notice of default, continues to seriously fail to perform.
  3. Semano may also terminate the agreement with immediate effect, including a directorship, if the client asks it to act unlawfully or has withheld essential information.
  4. At the end of the agreement, Semano carefully hands over ongoing tasks, documents and information to the client or a party designated by the client. The client pays for the work performed up to that point.
  5. Provisions that by their nature are intended to survive termination, such as confidentiality, liability and indemnity, remain in force.

Article 15. Force majeure

Semano is not liable for failures due to force majeure, such as prolonged illness, outages at utilities or internet providers, extreme weather, government measures or failures of engaged third parties. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

Article 16. Governing law and disputes

  1. All agreements with Semano are governed by Dutch law, also if work is performed in Spain or another country, except to the extent mandatory law provides otherwise.
  2. Disputes are submitted to the competent court in the district of Amsterdam, unless mandatory law provides otherwise.
  3. These terms are available in Dutch, Spanish and English. In case of differences, the Dutch text prevails.

Last updated: 4 October 2026