GENERAL TERMS AND CONDITIONS

Article 2 – Applicability

2.1. These general terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services by the Contractor, unless otherwise agreed in writing.
2.2. Deviations from these terms and conditions are only valid if agreed upon in writing between the Contractor and the Client.
2.3. The Parties expressly exclude the applicability of any additional and/or deviating terms and conditions of the Client or third parties.
2.4. If the Parties have previously entered into an agreement where the applicability of these general terms and conditions was stipulated, these general terms and conditions shall also apply to all future agreements, without the need for further reference.

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Article 3 – Quotations and Agreements

3.1. All quotations from the Contractor are non-binding and valid for 14 days, unless otherwise indicated.
3.2. An agreement is concluded at the moment the Contractor receives and accepts the quotation or agreement signed by the Client.
3.3. If the Client wishes to make changes to the agreement after signing, these can only be implemented after written consent from the Contractor.
3.4. All prices used by the Contractor are in euros, exclusive of VAT, and do not include any other additional costs, unless expressly stated or otherwise agreed.
3.5. If the Parties have agreed on a total amount for the services provided by the Contractor, this is always a target price, unless the Parties and Contractor have expressly agreed in writing on a fixed price that cannot be deviated from.

Article 4 – Execution of Services
4.1. The Contractor will carry out the services to the best of its ability and in accordance with the standards of good workmanship.
4.2. The Contractor reserves the right to engage third parties to perform certain tasks if necessary for the execution of the agreement.

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Article 5 – Fees and Payment

5.1. The fee for the services is calculated based on the rate stated in the quotation or agreement, unless otherwise agreed in writing.
5.2. The Contractor will invoice the Client in advance unless otherwise agreed, with any additional charges to be invoiced subsequently.
5.3. Payment must be made within 14 days of the invoice date, without any deductions, discounts, or set-offs, unless otherwise agreed in writing.
5.4. In the event of late payment, the Client is in default by operation of law and is liable for statutory interest. All (extra)judicial costs incurred by the Contractor to enforce payment are borne by the Client.
5.5. The Contractor reserves the right to make the delivery of a service conditional on immediate payment or to require a security deposit for the total amount of services.
5.6. Any complaints regarding the invoice must be submitted in writing to the Contractor within 8 days of the invoice date. After this period, complaints will no longer be processed. Any complaint by the Client does not release them from their payment obligation to the Contractor.

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Article 6 – Consequences of Late Payment

6.1. If the Client does not pay within the agreed period, the Contractor is entitled to charge statutory interest at (currently) 12% per month for commercial transactions, from the day the Client is in default, with a part of a month being counted as a full month.
6.2. When the Client is in default, they are also liable for extrajudicial collection costs and any damages owed to the Contractor.
6.3. The collection costs are calculated according to the Decree on Compensation for Extrajudicial Collection Costs.
6.4. If the Client does not pay on time, the Contractor may suspend its obligations until the Client fulfills their payment obligations.
6.5. In the event of liquidation, bankruptcy, seizure, or suspension of payments on the part of the Client, the Contractor’s claims against the Client become immediately due.

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Article 7 – Confidentiality and Privacy

7.1. Both parties are obliged to maintain the confidentiality of all confidential information that they obtain from each other or other sources in the context of the agreement.
7.2. The Contractor will process the Client's personal data in accordance with the General Data Protection Regulation (GDPR).

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Article 8 – Warranty

8.1. When the Parties have entered into a service agreement, the Contractor is only obliged to make best efforts, not to achieve a specific result.
8.2. The risk of loss or damage to goods passes to the Client upon delivery.

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Article 9 – Provision of Information by the Client

9.1. The Client will provide all information, data, and documents that are relevant to the proper execution of the agreement in a timely manner, in the required form, and in the required manner to the Contractor. The Client is also responsible for the accuracy, completeness, and reliability of the information, data, documents, and equipment made available, including if these originate from third parties, unless the nature of the agreement dictates otherwise.
9.2. Upon request of the Client, the Contractor will return the relevant documents.
9.3. If the Client fails to provide the reasonably requested information, data, documents, or equipment on time or properly, and this results in delays in executing the agreement, the resulting extra costs and extra hours will be charged to the Client.

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Article 10 – Complaints

10.1. The Client must examine a service provided by the Contractor or subcontractors as soon as possible for any defects.
10.2. If a service provided does not meet the Client’s reasonable expectations based on the agreement, the Client must notify the Contractor as soon as possible, but in any event, within 7 days of discovering the defect.
10.3. The Client must provide as detailed a description as possible of the defect to allow the Contractor to respond appropriately.
10.4. The Client must prove that the complaint relates to an agreement between the parties.
10.5. If a complaint relates to ongoing work, this cannot result in the Contractor being required to perform other work than agreed.

 

Article 11 – Notice of Default

11.1. The Client must notify the Contractor of any notices of default in writing.
11.2. It is the Client's responsibility to ensure that a notice of default reaches the Contractor in a timely manner.

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Article 12 - Liability

12.1. The Contractor is only liable for direct damage resulting from intent or gross negligence in the performance of services.
12.2. The Contractor's liability is in all cases limited to the amount paid out by the liability insurance, plus the deductible. If, for any reason, no payment is made, liability is limited to the amount of the fee paid by the Client for the services to which the liability relates.
12.3. The Contractor is not liable for indirect damage, including consequential damage, loss of profit, missed savings, and business interruption damage.

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Article 13 – Limitation Period
13.1. Any right of the Client to compensation from the Contractor lapses in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provision of Article 6:89 of the Dutch Civil Code.

Article 14 – Force Majeure
14.1. The Contractor is not obliged to fulfill any obligation if it is prevented from doing so by a circumstance beyond its control.
14.2. Force majeure includes any circumstance beyond the Contractor’s control that wholly or partially prevents the fulfillment of obligations towards the Client, such as (but not limited to) government measures, pandemics, natural disasters, fires, strikes, and technical malfunctions.

Article 15 – Cancellation
15.1. The Client may terminate the agreement in writing, taking into account a cancellation period of up to 21 days before the event.
In the case of cancellation between 21 and 14 days before the event, the Client is obliged to pay 25% of the total amount to the Contractor.
In the case of cancellation between 14 and 7 days before the event, the Client is obliged to pay 50% of the total amount on the quotation or agreement to the Contractor.
In the case of cancellation within 7 days before the event, the Client is obliged to pay 100% of the total amount on the quotation or agreement to the Contractor.
15.2. The Contractor has the right to terminate the agreement without notice if the Client is declared bankrupt, applies for suspension of payments, or otherwise loses free control of their assets.

Article 16 – Applicable Law and Disputes
16.1. Dutch law applies to all agreements between the Contractor and the Client.
16.2. Disputes arising from or related to the agreement will initially be submitted to the competent court in the Contractor’s place of establishment.

Article 17 – Final Provisions
17.1. Amendments and additions to these general terms and conditions are only valid if agreed upon in writing.
17.2. If any provision of these general terms and conditions proves to be void or is annulled, the remaining provisions will remain in full force. The void or annulled provision will be replaced by a provision that approximates the purpose and intent of the original provision as closely as possible.

Article 18 – Date of Drafting
18.1. These general terms and conditions were drafted on August 14, 2024.