Terms and Conditions Boys with Brains BV
ART. 1 DEFINITIONS
In these general terms and conditions the following definitions apply:
1) Supplier: Boys with Brains B.V. registered with the Chamber of Commerce in the Trade Register (hereinafter: Chamber of Commerce) under number: 73100978,
2) Customer: the person acting in the exercise of a profession or business or acting as a private individual with whom the Supplier has entered into an Agreement for the supply of goods and / or services.
3) Agreement or Order: the agreement on the basis of which the Supplier supplies goods and / or services to the Client.
4) General Terms and Conditions: these General Terms and Conditions.
5) Services: the services to be provided and / or delivery of goods by the Supplier to the Customer on the basis of the Agreement.
ART. 2 APPLICABILITY
1) These General Terms and Conditions apply to all offers, activities, quotations and Agreements between the Supplier and the Customer or their legal successors.
2) The applicability of the Client’s General Terms and Conditions is explicitly rejected by the Supplier.
3) These terms and conditions also apply to all Agreements with the Supplier, of which third parties must be involved for the performance.
4) If one or more of the provisions in these General Terms and Conditions are null and void or should be destroyed, the other provisions of these General Terms and Conditions will remain fully applicable. The Supplier and the Customer will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby if and as far as possible the purpose and purport of the original provision will be observed.
5) Any stipulations deviating from the General Terms and Conditions are only valid if and insofar as the Supplier has expressly confirmed these to the Customer in writing.
6) In the event that these General Terms and Conditions and the Agreement contain any inconsistencies, the conditions included in the Agreement will apply.
7) The Supplier reserves the right to unilaterally amend these General Terms and Conditions in the interim. The amended General Terms and Conditions therefore apply to the existing agreement between the Customer and the Supplier. Changes will be announced in writing and take effect 4 weeks after the announcement or at a later time as stated in the announcement.
ART. 3 OFFERS AND QUOTES
1) The offers and / or quotations made by the Supplier are without obligation; they are valid for 30 days after issue, unless stated otherwise. The Supplier is only bound by the offers or quotations if the acceptance thereof is confirmed in writing by the Customer within 30 days, unless stated otherwise in writing.
2) The quotations count as an Agreement as soon as it has been signed or approved by the Client.
3) The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies and are stated in euros as standard, as well as exclusive of costs to be incurred under the Agreement, including shipping and handling costs, unless stated otherwise.
4) The Supplier may request the Client to pay (part of) the agreed price in advance before work is carried out.
5) Offers or quotations do not automatically apply to future Assignments.
6) The Supplier is entitled to refuse a Customer without stating reasons.
7) The Supplier is entitled to carry out a creditworthiness investigation of the Customer or have it carried out.
ART. 4 REALIZATION OF THE AGREEMENT
1) The Agreement is concluded when the Agreement signed by the Supplier and the Customer is returned by the Supplier.
2) An Agreement, in application of the General Terms and Conditions, is further established when the Customer requests an Agreement and this request is confirmed in writing or electronically by the Supplier, or the performance of the Agreement is started by the Supplier.
3) The Agreement is based on the information provided by the Client to the Supplier at that time. The Agreement is considered to represent the assignment correctly and completely. The Supplier is free to prove that the Agreement has been concluded in another way.
4) If the Assignment has been given verbally, or if the Agreement has not (yet) been signed and returned, the Agreement will be deemed to have been concluded under application of these General Terms and Conditions at the time that the Supplier, at the Client’s request of the Agreement starts.
ART. 5 PERFORMANCE OF THE AGREEMENT
1) If and insofar as required for the performance of the Agreement, the Supplier has the right to have certain activities performed by third parties.
2) The obligation of the Supplier is in the nature of a best efforts obligation, not an obligation of result, unless explicitly stated otherwise in the Agreement.
3) The Client will always provide all information that may be useful and necessary for the execution of the Agreement in a timely manner and guarantees that the information provided is correct and complete. If the Client does not make the necessary information and resources or resources available to the Supplier, or does not make it available on time or in accordance with agreements, the Supplier has the right to suspend the execution. The Client will cooperate by giving access to the locations where the work must be carried out and / or where the services must be provided.
4) If an assignment is given with a view to a person, Articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code will be set aside.
5) With regard to its services and Agreement, the Supplier may issue advice on the services / service packages to be purchased and / or impose minimum requirements that the Client must meet. If the Client deviates from this advice or the minimum requirements, this will be at the expense and risk of the Client.
ART. 6 DELIVERY DELIVERY, TERMS AND RISK TRANSITION
1) If a term has been agreed for certain activities or delivery, this is never a strict deadline. If the (execution) term is exceeded, the Customer must therefore give the Supplier written notice of default and demand compliance within a reasonable term.
2) After delivery, the Customer has 5 working days to test (the test period). Small defects that can be remedied within 30 days do not stand in the way of delivery.
3) Delivery takes place “non-carriage paid”, unless the parties agree otherwise.
4) The Customer is obliged to check them immediately after receiving the goods or performing the work. If the Customer finds visible errors, imperfections and / or defects, the Customer must notify the Supplier in writing immediately, no later than 5 working days after receipt of the goods. If the aforementioned complaints are not made known to the Supplier within the aforementioned periods, the goods are deemed to have been received in good condition or the work deemed to have been properly performed. In the event of rejection upon delivery, see article 22 paragraph 2 (complaints procedure) for options. For other complaints, see article 22 paragraph 1 (complaints procedure).
5) The risk passes to the Customer at the moment that the goods are received by the Customer or a third party designated by him.
6) If the Customer appoints a carrier and the choice of this carrier is not offered by the Supplier, the risk passes to the Customer at the time of receipt of the item by the carrier.
ART. 7 PROCESSING PERSONAL DATA
1) Supplier processes personal data in accordance with the General Data Protection Regulation (hereinafter: AVG).
2) Supplier uses personal data for the following:
a) to maintain contact and relationship with the Customer;
b) entering into (assessing and accepting you as the Customer) and executing agreements (to provide our products and services to you);
c) for the exchange of personal data with third parties if this is necessary for the execution of the agreement with the Customer;
d) to perform (targeted) marketing and sales activities, such as providing information about other products and services of the Supplier that may be of interest and relevance to the Customer;
e) to analyze personal data in order to improve the service to the Customer, to improve the product and service range, and to respond better to the situation of the Customer;
f) for statistical and scientific purposes and to improve our services and identify trends;
g) to control access to applications / websites and to provide functionalities, including through cookies;
h) to be able to answer questions and comments from the Customer and to provide the best possible service to the Customer;
i) in order to comply with other legal obligations.
Also read our privacy statement on the website for the use of personal data.
3) The Supplier may engage third parties in the performance of the services and business activities. These third parties then process data in the capacity of processor for the Supplier or as (joint) controller.
4) The Supplier has taken adequate technical and organizational measures to protect personal data against loss and / or unlawful use.
5) The Client or the person concerned may request access to the data that the Supplier processes about the relevant requester. In addition, the Supplier can correct or delete data on request. After a request, the Supplier provides an overview of the personal data within four weeks. The request can be submitted in writing with a copy of the proof of identity by sending it to the address of the Supplier or via the e-mail address mentioned on the Supplier’s website with the subject “request with regard to personal data”. If there are inaccuracies in the registered personal data, the Supplier would like to receive a request for correction or removal of the data. The Supplier may charge a statutory fee for the request for a statement.
6) The Supplier will only provide personal data to third parties if there is a (legal) obligation to do so or if there is prior explicit consent from the person concerned or if provision is necessary with regard to the performance of the Agreement or on the basis of a reasonable, general, justified or vital or public order.
7) If the Client / data subject does not want personal data to be processed by the Supplier for marketing activities, the Client can submit a request for this by e-mail or by post. The Customer can also use the option to unsubscribe at the bottom of each newsletter. With regard to mailing that is necessary for the service, such as login details, verification of accounts, updates and reporting maintenance / malfunctions, etc., it is not possible to unsubscribe.
8) Our privacy statement contains extensive information about the way in which the Supplier deals with personal data. The privacy statement can be found on our website.
ART. 8 PRICE
1) All prices and rates are in Euro and exclusive of turnover tax (VAT) and other levies imposed by the government. The Customer owes the Supplier a fee for products, deliveries and services. The various rates, (maintenance) costs and subscriptions can be found in the Agreement or can be requested in writing from the Supplier. The relevant documents and data from the Supplier’s records provide full evidence with regard to the performances performed by the Supplier and the amounts owed therefor, without prejudice to the right of the Customer to provide evidence to the contrary.
2) Costs of third parties may also be passed on to the Customer on the Supplier’s invoice.
3) The Supplier may increase the price if it appears during the performance of the work that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the Agreement, and this is not attributable to the Supplier, that it cannot reasonably be expected of The supplier may be expected to perform the agreed work for the originally agreed fee.
4) The supplier may increase its rates with due observance of an indexation or other standard agreed between the parties.
5) Supplier is entitled to increase prices and rates every year in accordance with the CBS Consumer Price Index. If the CBS Consumer Price Index is negative in any year, the then current prices and rates will not be adjusted. This price change is not a reason for the Customer to cancel the Agreement.
6) Price increases / increases based on government measures are implemented from the effective date of that measure (including, for example, VAT increases). This price change is not a reason for the Customer to cancel the Agreement.
ART. 9 TERMS OF PAYMENT
1) The Supplier will charge the amounts owed by the Customer as follows:
a) one-off amounts are invoiced on the delivery date, or in the period after delivery;
b) amounts due periodically are invoiced in advance and are due from the date of delivery or actual commissioning of the service;
c) Supplier can invoice other activities, deliveries or services on a monthly or periodic basis.
d) The Supplier can send an advance invoice for the payment of work, deliveries and / or costs.
2) Unless otherwise agreed, the Supplier will charge for its periodic services in advance.
3) Invoices must be paid by the Customer within 14 days after the invoice date, unless explicitly agreed otherwise.
4) The Supplier may require the Customer to pay its invoices by direct debit.
5) Objections to the amount of invoices or complaints do not suspend the payment obligation. The Customer is only entitled to suspension for the disputed part of the claim. If a suspension is invoked, the Customer will notify the Supplier in writing of the reasons within 5 working days.
6) If the Customer fails to pay within the term, the Customer is in default by operation of law, without further notice of default. The Client will then owe interest. The interest will be calculated from the day that the Client is in default until the day of full payment. Part of the month is considered a full month in the interest calculation.
7) If, after the expiry of the first payment term, the payment obligation has not been fulfilled or not fully fulfilled, the Supplier will send the Customer a written reminder to pay the outstanding amount within a second term. If the Client has not or not fully complied with the payment obligation within the second term, the Client will owe both the judicial and extrajudicial (collection) costs.
8) If payment is not made, the Supplier is entitled to suspend its obligations.
9) If the Agreement has been entered into by more than one Customer, all Customers are jointly and severally liable for the fulfillment of the obligations as indicated in this article (regardless of the name of the invoice).
10) The Client is not permitted to unilaterally set off amounts owed by him to the Supplier against amounts that he believes to have on the Supplier for whatever reason.
11) If payment in installments has been agreed and the first installment is due upon order, the actual delivery will not have to take place earlier than after receipt of the first payment term.
12) In the event of liquidation, bankruptcy, seizure or suspension of payment of the Client, the claims of the Supplier against the Client are immediately due and payable.
ART. 10 CERTAINTIES
1) The Supplier has the right to demand security from the Client in the form of a surety, bank guarantee, deposit or other form of security.
2) As soon as the need for security is no longer present, the Supplier will state that the security or the bank guarantee or another form of security may lapse or the deposit will be repaid.
3) No interest is paid on the deposit.
ART. 11 EQUIPMENT, SPACE AND INSTALLATION
1) The Customer is not allowed to change equipment without the prior written consent of the Supplier. If the Customer modifies the equipment without permission, it is liable for all damage suffered by the Supplier and third parties.
2) During installation, the work and / or service may be temporarily unavailable. When the Client installs the equipment itself, it must follow the instructions of the Supplier. If a technician comes to install the equipment, the Customer must provide full cooperation and access and follow instructions so that the technician can do his job fully.
3) The Customer is responsible for the use of the service required hardware and software, configuration, peripherals and connections. The supplier is entitled to set certain requirements.
4) If the Client rents movable property / equipment from the Supplier, the duration of the lease is linked to the duration of the service, unless other written agreements have been made regarding the rental period.
5) The location where facilities and equipment are located must meet the following conditions:
a) a cable route must be possible from the entry point in the building to this room.
b) The room can be closed off
c) The ambient temperature is between 5 and 30 degrees Celsius.
d) The humidity is between 15% and 80%, at 25 degrees Celsius and there is no condensation.
e) The room is dust-free (rating of 100,000 or better).
f) The area is free from gas and acids.
g) There are no liquid lines above the equipment.
h) The room is vibration-free
i) The space must offer sufficient protection against harmful influences, this at the discretion of the Supplier and must meet any other requirements set or to be set by the Supplier.
6) The Customer must ensure at his own expense the electricity supply in the room where the telecommunications, equipment or installations are located, with an earthed power supply. The power supply is 230 Volt AC ± 10% and 500 VA within 2 meters of the connection. Failure as a result of the loss of voltage does not fall within the SLA, only if an SLA has been purchased by the Customer. The supplier therefore advises to place the connection on a separate group and / or behind a UPS, provided with clean earth in accordance with NEN1010.
ART. 12 MAINTENANCE AND FAULTS
1) The Supplier may have set up a helpdesk to support the Customer, as stated in the Agreement. The Customer must first contact the helpdesk in case of questions and / or maintenance or malfunctions.
2) Supplier strives to keep the services available. The Supplier cannot guarantee that the services are always available. Faults are investigated as soon as possible and resolved on the basis of best effort.
3) The Agreement or Service Level Agreement (hereinafter: SLA) states which service level applies, provided an SLA has been concluded.
4) The Supplier shall make every effort to keep interruptions for maintenance to a minimum. The supplier is entitled to temporarily shut down the network / service or to limit its use if this is necessary to carry out maintenance or other adjustments. Supplier is not liable for possible damage as a result of taking the network / service out of use for maintenance and similar situations.
5) The Supplier may charge the Customer the reasonable costs of: handling a report or resolving a malfunction that cannot be attributed to the Supplier and / or falls outside the SLA, or when the handling of the report or remedying the malfunction is caused by a defect in equipment or facilities not made available by the Supplier.
6) In the event of an incident where resolution is beyond the control of the Supplier, recovery may take longer. Where the Supplier is dependent on third parties, it is not liable for damage in such situations.
ART. 13 ACCESS
1) The Client is obliged to allow facilities to be installed in and on buildings and in and on land that form an integral part thereof for the benefit of a Service in those buildings or in neighboring buildings and that these facilities are maintained, changed, moved or removed by or on behalf of the Supplier. Any changes, adjustments, (drilling) holes to be made, or otherwise for the benefit of the Service (s) to be provided must be tolerated by the Customer, whereby the Supplier is not obliged to carry out any repair work or at the end of the Agreement. any compensation in this respect.
2) For the purposes of the activities referred to in this article under paragraph 1, as well as for the purpose of rectifying faults and checking compliance with the conditions with regard to the facilities referred to there, the Customer must grant access to the persons charged with them. to the places where the work must be carried out. If desired, these persons will identify themselves.
3) At the location where the activities referred to in this article under paragraph 1 are to be carried out, the Client must take all necessary measures at the request of the Supplier so that the Supplier can perform the activities properly.
ART. 14 AMENDMENTS
1) With regard to Agreements with regard to (electronic) communication, the Supplier is entitled to change the subscription and its duration. The change will be communicated to the Client by e-mail or letter at least 1 month prior to the change. Only in the event that the change is objectively detrimental to the Client, the Client has the right to cancel the Agreement within the aforementioned 1 month after notification at the date on which the change takes effect.
2) If a measure adopted by or pursuant to statutory regulation or a legal decision relevant to the industry is necessary for the Supplier to adjust its General Terms and Conditions, the service and / or rates, the Customer cannot derive any rights from this and cannot cancel the Agreement.
3) If, at the request or with the prior consent of the Client, the Supplier has performed work or other performances that fall outside the content or scope of the agreed activities and / or performances, these activities or performances will be reimbursed by the Client according to the agreed rates and in the absence thereof, according to the usual rates of the Supplier, if a fixed price was agreed, the additional costs will be charged.
4) If the interim change in the Agreement or the execution of the order is caused by the actions of the Client, the Supplier will make the necessary adjustments if the quality of the service requires this. If such an adjustment leads to additional work, this additional work will be invoiced additionally.
5) Supplier is entitled to change the technical characteristics of the electronic communication service or of the electronic communication network in order to (continue to) comply with: (i) rules set by or pursuant to the law, and / or (ii) with the requirements of the time. and the state of the art, and / or (iii) the Agreement. The Supplier will make every effort to implement these changes without affecting the options for use of the Customer and the peripherals it uses.
ART. 15 DURATION AND TERMINATION
1) The duration of an Agreement is entered into for a definite period with a minimum duration of 36 months. The minimum duration is stated in the Agreement. If no minimum duration is included in the Agreement, a minimum duration of 36 months is assumed, unless the content, nature or scope of the Agreement dictates otherwise or the parties have agreed otherwise.
2) An Agreement cannot be terminated prematurely by the Client.
3) After expiry of the fixed term in the case of Agreements as referred to in paragraph 1, the term of the Agreement will be converted into an Agreement for an indefinite period.
4) An Agreement (which has been extended) for an indefinite period as referred to in paragraph 2, may be terminated by the Client at the end of a calendar month with due observance of a notice period of 3 months.
5) By way of derogation from paragraph 3, the parties may agree automatic renewal in their Agreement for the same duration as the original period, such an extension may also arise from the content, nature or scope of the Agreement. Termination of such agreements must be in writing with a notice period of three months before the end of a period.
6) An Agreement that has been entered into for a definite period of time (a minimum term) or an Agreement that normally ends with the full execution of the Assignment, cannot be terminated free of charge during the term of that particular period or during the execution of the Agreement. Supplier is entitled to charge the rates for the remaining period (including remaining subscription fees), as well as other costs that have not yet been charged. If the Customer terminates the Agreement for a minimum period of time and has received benefits or discounts that can be valued in money, the Supplier may still charge the Customer for the amounts received in the benefit or discount.
7) The Supplier is entitled to terminate the Agreement for an indefinite period after proper business consultation and stating the reason in writing with a notice period of 3 months. In the event of non-payment by the Customer, the Supplier is entitled to immediately terminate the Agreement, with due observance of the provisions of Article 10 (securities) of the General Terms and Conditions.
8) In addition to the provisions of the previous paragraphs, the Supplier is entitled to terminate the delivery of the Service (s), subject to a notice period of at least three months, if technical or (business) economic reasons necessitate this. In that case, the Supplier will offer a replacement service if possible. If the Client does not wish to accept the service, or if no replacement service is available, the Agreement will be terminated on the date that the Supplier discontinues the service.
9) The provisions of the previous paragraph 6 also apply if the Supplier no longer has access to specific products and / or services that are provided by third parties, due to causes beyond the control of the Supplier.
10) If there is a continuing performance agreement, the continuing performance agreement can only be canceled on the basis of a serious reason for cancellation. The cancellation must be made in writing and with a notice period of 6 months. Depending on the situation, the Customer may owe (damage) compensation.
12) In the event that the Customer becomes bankrupt, applies for a moratorium or ceases operations, the Supplier has the right to terminate the Agreement without observing a notice period, all this subject to rights under the Agreement and the law.
13) The equipment made available remains the property of the Supplier at all times. Upon termination of the Agreement, the Customer is obliged to return the equipment, or if the Customer refuses, it must give the Supplier the opportunity to collect its property. Additional costs for collecting properties will be charged by the Supplier to the Customer. If the Customer does not return the property of the Supplier in good condition, the Supplier may demand a recovery and / or charge its costs to the Customer.
ART. 16 MOVING
1) If the Client moves to an address within the area where the Supplier provides Services, the Client must notify the Supplier in writing of the new address at least one month in advance. In the event of relocation, the Customer must dismantle peripheral equipment and other items and take them to the new address.
2) In consultation with the Customer, the Supplier will determine when the relocation of the connection will take place. If the connection is not delivered working at the new address on the agreed date, a new time for the relocation of the connection will be determined in consultation.
3) A move does not result in the termination or suspension of the Agreement. The Customer remains obliged to continue to pay the periodic and usage fees as well as (additional) costs associated with relocating the connection. If the connection cannot be moved, the Agreement will not be terminated or suspended. The Client remains obliged to continue to pay the periodic and (usage) fees as included in Article 8 (price) and Article 15 (duration and termination) of the General Terms and Conditions.
4) If the move entails additional costs, such as extra costs at the Supplier or its suppliers, these costs will be passed on to the Client.
ART. 17 DISSOLUTION AND SUSPENSION
1) If the Agreement is dissolved, the claims of the Supplier against the Customer are immediately due and payable. If the Supplier suspends the fulfillment of the obligations, it retains claims under the law and the Agreement.
2) The supplier always reserves the right to claim compensation.
3) In addition to the legal grounds for dissolution, the Supplier is authorized to suspend the fulfillment of the obligations and / or to dissolve the Agreement if:
a) the Client does not or not fully fulfill the obligations under the Agreement;
b) circumstances that come to the knowledge of the Supplier after the conclusion of the Agreement give good reason to fear that the Client will not fulfill its obligations. If there is good reason to fear that the Client will only partially or improperly fulfill his obligations, suspension is only permitted insofar as the shortcoming justifies it;
c) the Client was requested to furnish security for the fulfillment of his obligations under the Agreement when the Agreement was concluded and this security is not provided or insufficient.
4) In addition to legal grounds for suspension, Supplier has the right to suspend its obligations if required to do so by a government agency or regulator, if necessary for compliance or enforcement of the law, if a court order or judgment is given effect. if the security of persons or goods is threatened or damaged, in order to protect the integrity of the network, there are reasonable grounds to believe that the use of Services is unlawful towards third parties. During suspension, the Customer remains due payment. The Supplier may charge costs for any reconnection.
ART. 18 INTELLECTUAL PROPERTY
1) With due observance of the restrictions and conditions set out in the Agreement, the Supplier grants the Customer a non-exclusive, non-transferable right to use the software, equipment or other items delivered and items / goods made available in connection with the Agreement. in the form in which they have been delivered or made available, and exclusively for internal purposes and insofar as necessary to be able to use the Services provided under the Agreement.
2) The intellectual property rights of all software, equipment or other items made available to the Client by the Supplier by virtue of or in connection with the Agreement are vested in the Supplier or its suppliers and / or with a third party that the Supplier has authorized the software, equipment or other make items available to the Client. The Customer only acquires rights insofar as they have been expressly granted to him in the Agreement.
3) The Supplier makes every effort to ensure that the use by the Customer of the software, equipment and other items and facilities made available by the Supplier in connection with the services do not infringe the intellectual or other property rights of third parties.
4) If a court has irrevocably ruled that the Client is infringing the intellectual property rights of third parties as a result of an act or omission on the part of the Supplier, the Supplier will, at its option: a take measures to end the infringement, such as replacing the infringing service with a functionally equivalent other service or changing the service so that it no longer infringes but remains functionally equivalent, or b terminate the services and any amounts already received to the Customer for services not yet provided pay back.
5) The Client is not permitted to remove and / or change any indication regarding intellectual property rights from the results of services.
6) The Supplier reserves the right to apply technical protection measures in the services. The Customer is not permitted to circumvent these technical protection measures or to offer resources for that purpose.
7) If the parties agree in writing that a right of intellectual property with regard to designs, websites, data files, equipment or other materials, etc. specifically developed for the Customer, will be transferred to the Customer, this does not affect the right or the ability of the Supplier. to use and / or exploit the elements, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like, underlying that development, for any other purpose, without limitation, either for oneself or for thirds. Nor does the transfer of an intellectual property right affect the right of the Supplier to make developments for itself or a third party that are similar or derived from those that have been or will be made for the benefit of the Client.
ART. 19 CONFIDENTIALITY
The Supplier is obliged to maintain the confidentiality of all confidential information and data of the Client towards third parties. The Supplier will take all possible precautions in the context of the Assignment to protect the interests of the Client.
ART. 20 GUARANTEE
1) The Supplier does not guarantee uninterrupted or fault-free delivery of Services.
2) If a guarantee has been agreed in the Agreement, the guarantee will lapse if:
a) Repairs, changes or extensions to the goods have been carried out by parties other than the Supplier without the prior written consent of the Supplier;
b) in the opinion of the Supplier, the goods have been neglected or used, treated and / or maintained carelessly and / or inexpertly;
c) defects have arisen due to incorrect connection and / or installation of (approved) items;
d) defects have arisen as a result of deviating environmental conditions, insofar as such conditions are indicated;
e) the equipment is used for purposes other than normal business purposes
f) defects are the result of other external causes;
g) the seal of the goods, if any, has been broken;
h) In the event of malfunctions due to external disasters;
i) When the Client does not fulfill any obligations under the Agreement on time or properly.
3) The activities covered by the guarantee will only be performed within the Netherlands at an address to be indicated by the Supplier.
4) The warranty period is not extended or renewed by carrying out warranty work, on the understanding that the warranty on the warranty work performed, including the replaced parts, is 3 months.
5) Any shipping or call-out costs may be charged to the Customer.
ART. 21 LIABILITY
1) If the Customer demonstrates that he has suffered damage due to an act or omission, breach of contract or wrongful act of the Supplier, the Supplier is liable for the damage up to a maximum of the insurer’s limits applicable to the relevant claim, at least up to a maximum of one time. the invoice amount of the relevant Agreement, in deviation from the provisions above, in the event of an Agreement with a duration longer than three months, the liability is further limited to the price owed over the last three months, whereby a related series of events as one event applies.
2) Contrary to the provisions of the previous paragraph, in the event of a Service Level Agreement and failure to achieve Availability or exceeding the Resolution Time of an Incident (see also the Service Level Agreement (SLA agreement), the following provision applies: If the Customer has suffered demonstrable damage attributable to the Supplier, as a result of exceeding the Availability and / or the Resolution Time, a compensation (penalty) will be charged, but compensation will be charged in the place: if the Resolution Time is exceeded <8 hours 10% of the monthly amount of the Service, if 8 - 24 hours is exceeded 30% of the monthly amount of the Service, if> 24 hours 40% of the monthly amount of the Service, if Availability is not achieved 15% of the annual amount of the Service The conditions apply (i) the maximum payment that the Supplier pays to the Client per month is 100% of the monthly amount (ii) the maximum payment per calendar year is a maximum of 15% of the annual amount, (iii) the compensation is calculated on the invoice amount limited to the affected Service from the Incident. The Customer has 30 days from the day of exceeding the Resolution Time or not achieving the Availability to submit its claim to the Supplier, this term is an expiry date.
3) The Supplier has the right at all times to prevent or reduce the damage suffered or suffered by the Customer as far as possible.
4) Damage is exclusively understood to mean damage to persons, damage to property and direct financial loss.
5) The Supplier is never liable (not under the law or under the Agreement) for indirect damage, including consequential damage, lost profit, loss, loss of data, immaterial damage, missed savings, claims / claims of third parties ( n), damage due to business interruption, damage related to or the result of interruptions in or blocking of access to the system or the internet at the Supplier or third parties, a lack of security of the information stored by the Customer, actions of other counterparties or other (internet) users.
6) The limitations of liability for damage included in these terms and conditions do not apply if the damage is attributable to intent or equivalent gross negligence on the part of the Supplier’s manager / management.
7) The liability limitations laid down in this article are also stipulated for the benefit of the persons or third parties engaged by the Supplier, who therefore have a direct appeal to these liability limitations.
8) The supplier is not liable for damage as a result of carelessness or stagnation in the telecommunication infrastructure or transport facility supplied by third parties.
9) During the execution of the Order, the Client and the Supplier will be able to communicate with each other by means of electronic mail at the request of one of them. The Supplier is not liable to the Customer for damage resulting from the use of electronic mail. Both the Client and the Supplier will do everything that can reasonably be expected to prevent risks such as the spread of viruses and distortion.
10) The Supplier is not liable for damage, of whatever nature, because the Supplier has relied on incorrect and / or incomplete information provided by the Customer, unless this inaccuracy or incompleteness should have been known to the Supplier.
11) The Supplier is not liable for damage, of whatever nature, if the Client acts contrary to the advice of the Supplier or its suppliers. Among other things, but not only: security advice, advice regarding minimum requirements for connections, advice regarding backups, etc.
12) Damage must be reported to the Supplier in writing or electronically as soon as possible, but no later than 8 weeks after its occurrence. Damage that is not notified to the Supplier within that period is not eligible for compensation.
ART. 22 COMPLAINTS PROCEDURE
1) A complaint with regard to work / services performed or the invoice amount must be received by the Supplier within the periods stated in these General Terms and Conditions under penalty of forfeiture of all claims.
2) For complaints as referred to in article 6, paragraphs 2 and 4 (delivery, completion and deadlines), a period of 5 working days applies.
3) For complaints regarding an invoice, the term is 30 days from the date of the invoice.
4) For other complaints, a period of 30 days applies from receipt of the documents, services, information about which the Customer complains, or, if the Customer demonstrates that he could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect. lack.
5) The complaint must contain a description of the shortcoming in writing and as detailed as possible, so that the Supplier is able to respond adequately.
6) In the event of a justified complaint, the Supplier has the choice between adjusting the charged price, improving or re-performing the relevant work / delivery free of charge, or not performing the Assignment (anymore) in whole or in part against a refund of proportionate price already paid by the Customer.
7) A complaint does not suspend the Client’s payment obligation.
ART. 23 INDEMNITY
1) The Client indemnifies the Supplier, its subordinates and auxiliary persons against claims from third parties with regard to intellectual property rights on materials and / or data provided by the Client.
2) The Client indemnifies the Supplier against any claims from third parties who suffer damage in connection with the performance of the Agreement and which is attributable to the Client.
3) The Customer indemnifies the Supplier against claims from third parties for damage caused by the Customer having provided incorrect or incomplete information to the Supplier.
4) The Client indemnifies the Supplier against all claims from third parties – including shareholders, directors, supervisory directors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the organization of the Client – arising from or related to the activities of the Supplier for the benefit of the Client.
5) The Customer also indemnifies the Supplier against claims from third parties in which the Supplier is regarded as a co-perpetrator of the Customer.
6) If the Customer provides the Supplier with information carriers, electronic files or software, etc., the Customer indemnifies the Supplier against damage caused by viruses and defects.
7) The Supplier can act as a processor of personal data for the Client. The Customer undertakes to fully perform his activities in this service in accordance with the applicable privacy laws and regulations (including AVG). The Customer hereby fully indemnifies the Supplier against all damage and / or costs of any nature whatsoever.
ART. 24 FORCE OF THE MAJORITY
1) Force majeure is understood to mean everything that is understood in the law and jurisprudence.
2) The Supplier is not bound by its obligation under the Agreement if compliance has become impossible due to force majeure. Force majeure also includes: strikes, blockades, government measures, shortcomings towards the Supplier by suppliers or third parties engaged by the Supplier or force majeure on the part of suppliers of the Supplier, defectiveness of goods, equipment, software or materials, power, electricity failure (on location of the Customer), failure in computer network, actions of third parties causing damage to the Service, cable break, fire, explosion, water damage, lightning strike, natural disaster, flood, earthquake, terrorism, general transport problems or lack or illness of one or more members of staff.
3) The Supplier is entitled to suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
ART. 25 EXPIRY PERIOD
Claims and other powers of the Client on whatever grounds against the Supplier in connection with the performance of work by the Supplier, will in any case expire one year after the moment at which the Client became aware or could reasonably have been aware of the existence of these rights and powers. unless stated otherwise in the General Terms and Conditions or Agreement.
ART. 26 APPLICABLE LAW AND FORUM CHOICE
1) All Agreements between the Supplier and the Customer are exclusively governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
2) All disputes between the Supplier and the Customer will be settled by the competent court in the district in which the Supplier has its registered office. Nevertheless, the Supplier has the right to submit the dispute to the competent court according to the law.