General Terms and Conditions
GENERAL TERMS AND CONDITIONS FOR SERVICE PROVIDERS (B2C)
Article 1 – Definitions
- 704Records, established in Amsterdam, Chamber of Commerce number 69042535, is referred to in these general terms and conditions as a service provider.
- The other party of the service provider is referred to as the client in these general terms and conditions.
- Parties are service provider and client together.
- The agreement refers to the agreement to provide services between the parties.
Article 2 – Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.
- Deviation from these terms and conditions is only possible if this has been explicitly agreed in writing by the parties.
- The agreement always contains best efforts obligations for the service provider, no result obligations.
Article 3 – Payment
- Invoices must be paid within 14 days of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
- If the client does not pay within the agreed term, it will be in default by operation of law, without any reminder being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled its payment obligation.
- If the client remains in default, the service provider will proceed to collection. The costs related to that collection will be borne by the client. When the client is in default, he owes statutory interest, extrajudicial collection costs and other damage to the service provider. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.
- If the client refuses to cooperate with the performance of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.
Article 4 – Offers and quotations
- Offers are without obligation and valid for a maximum of 1 month, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that period, the offer will lapse.
- Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. Parties must agree explicitly and in writing.
Article 5 – Prices
- The prices stated on offers, quotations and invoices include the VAT owed, unless otherwise agreed.
- The prices of goods are based on the cost prices known at that time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
- With regard to the service, the parties can agree on a fixed price when the agreement is concluded. 4. If no fixed price has been agreed, the rate for the service may be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which he performs the work, unless a deviating hourly rate has been agreed.
- Booking should be done at least 24hrs in advance. If the booking is done for the same day an extra surcharge will be applied.
- If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this up to 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel part of the assignment that exceeds the target price plus 10%.
Article 6 – Price indexation
- The service provider is entitled to increase its rates annually on 1 January in accordance with the consumer price index (CPI) for all households.
Article 7 – Provision of information by the client
- The Client will make all information relevant to the performance of the assignment available to the service provider.
- The client is obliged to make all information and documents that the service provider believes necessary for the correct execution of the assignment available on time and in the desired form and in the desired manner.
- The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
- If and insofar as the client requests this, the service provider will return the relevant documents.
- If the client does not, not timely or not properly provide the information and documents required by the service provider and the execution of the assignment is delayed as a result, the resulting extra costs and extra fees will be borne by the client.
Article 8 – Withdrawal of assignment
- The client is free to terminate the assignment to the service provider at any time.
- When the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.
Article 9 – Implementation of the agreement
- The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- The service provider has the right to have work performed by third parties.
- The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance.
- It is the responsibility of the client that the service provider can start the assignment on time.
Article 10 – Contract duration assignment
- The agreement between client and service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have explicitly agreed otherwise in writing.
- If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.
Article 11 – Amendments to the agreement
- If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.
- If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected. The service provider will inform the client of this as soon as possible.
- If the change or addition to the agreement has financial and / or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
- If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
Article 12 – Force majeure
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider in the fulfilment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfilment of his obligations towards the client is wholly or partially prevented or as a result of which the fulfilment of his obligations cannot reasonably be expected of the service provider. These circumstances also include defaults on the part of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
- If a situation as referred to above arises as a result of which the service provider cannot fulfil its obligations towards the client, then those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
- In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, not even if the service provider enjoys any advantage as a result of the force majeure situation.
Article 13 – Transfer of rights
- Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Article 14 – Insurance
- The client undertakes to adequately insure and keep insured items delivered that are necessary for the performance of the underlying agreement, as well as items from the service provider that are present at the client and items that have been delivered under retention of title against, among other things, fire, explosion and water damage as well as theft.
- The client will provide the policy of these insurances for inspection upon first request.
Article 15 – Retention of title, right of suspension and right of retention
- The goods present and goods and parts delivered at the client remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke its retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a creditor’s default. In that case a late delivery cannot be invoked against the service provider.
- The service provider is not authorised to pledge or encumber in any other way the goods that are subject to retention of title.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The good will then not be delivered until the client has paid in full and in accordance with the agreement.
- In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.
Article 16 – Joint and several liability
- If the assignment is given by more than one client, then all clients are jointly and severally liable for the fulfilment of all obligations arising from these general terms and conditions and the present agreement.
Article 17 – Liability
- Any liability for damage arising from or in connection with the performance of an agreement is always limited to the amount that is paid out in the relevant case by the (professional) liability insurance (s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
- The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other matters used by the service provider in the execution of the order.
Article 18 – Liability of the client
- If an order is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that order.
Article 19 – Indemnity
- The client indemnifies the service provider against all claims from third parties related to the goods and / or services delivered by the service provider.
Article 20 – Duty to complain
- The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
- In any case, a complaint cannot lead to the service provider being obliged to perform other work than agreed.
Article 21 – Intellectual property
- Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc.
- The mentioned intellectual absolute rights may not be copied, shown to third parties and / or made available or used in any other way without the written permission of the service provider.
- The client undertakes to maintain the confidentiality of the confidential information made available to him by the service provider. Confidential information is in any case understood to mean that to which this article relates, as well as the company data. The Client undertakes to impose a written obligation of confidentiality on the scope of this provision to its personnel and / or third parties involved in the implementation of this agreement.
Article 22 – Confidentiality
- The Client will keep the information it receives (in whatever form) from the service provider and all other information regarding the service provider of which it knows or can reasonably suspect that it is secret or confidential, or concerns information that it can expect dissemination thereof could harm the other service provider, confidential and takes all necessary measures to ensure that he also keeps the said information confidential.
- The duty of confidentiality referred to in the first paragraph of this article does not apply to information:
- a.which was already public at the time that the client received this information or has subsequently become public without a violation of its duty of confidentiality;
- of which the client can prove that this information was already in his possession at the time of provision by the service provider;
- that the client has received from a third party, whereby this third party was entitled to provide this information to the client;
- which is made public by the client on the basis of a legal obligation.
- The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.
Article 23 – Penalty for violation of a duty of confidentiality or intellectual property right
- If the client violates the article of these general terms and conditions regarding confidentiality or intellectual property, the client will forfeit an immediately payable fine of € 1,000 on behalf of the service provider for each violation and an additional amount of € for each day that the violation continues. No prior notice of default or legal proceedings are required for forfeiting this fine. There is also no need for any form of damage.
- The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of the service provider, including his right to claim compensation in addition to the fine.
Article 24 – Applicable law and competent court
- Dutch law is exclusively applicable to every agreement between the parties.
- If one or more provisions of these general terms and conditions are considered unreasonably onerous in legal proceedings, the other provisions will remain in full force.
- The Dutch court in the district where 704Records is established / has a practice / has an office, is exclusively authorised to take cognisance of any disputes between the parties, unless the law prescribes otherwise.