General terms and conditions

General Terms and Conditions
Organization: Dxfferent B.V.
Version Date: 23-5-2020
Version: Version 1.2
Classification: Published

DEFINITIONS
When these General Terms and Conditions refer to any bolded term, the following definitions apply:

General Terms and Conditions: These terms and conditions, made available at the time of entering into the Agreement

BW: The Dutch Civil Code (Burgerlijk Wetboek)

User: The party applying these General Terms and Conditions when accepting and executing the Agreement

Client: The counterparty of User entering into an Agreement under these General Terms and Conditions

Working Days: All days except Saturdays, Sundays, January 1, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, Dutch national public holidays, and King’s Day

The provisions of articles 7:404 and 7:407 paragraph 2 BW do not apply.

1. OFFER
1.1 Offers are non-binding unless expressly stated otherwise. Revocation is possible within 6 working days after receipt of acceptance.

2. CONCLUSION OF THE AGREEMENT
2.1 The agreement is concluded upon signature and receipt of the order confirmation.
2.2 The agreement supersedes prior communications.
2.3 Entered into for an indefinite period unless otherwise stated.
2.4 Revocable by User within 12 days.

3. COOPERATION BY THE CLIENT
3.1 Timely and complete provision of information by Client.
3.2 Prompt communication of relevant facts and circumstances.
3.3 Client is responsible for accuracy of information.
3.4 Required facilities must be provided.
3.5 Necessary staff must be assigned.
3.6 Extra costs due to delays are borne by Client.

4. EXECUTION OF THE ASSIGNMENT
4.1 User has a duty of best efforts.
4.2 Execution method determined by User.
4.3 Additional work only with permission.
4.4 Involvement of third parties only after consultation.
4.5 Work dossier remains User’s property.

5. CONFIDENTIALITY
5.1 Confidentiality is mandatory.
5.2 Use of information limited to agreed purpose.
5.3 Disclosure by Client only with permission.
5.4 Confidentiality obligation extends to third parties.
5.5 Mentioning references is allowed in general terms.

6. INTELLECTUAL PROPERTY
6.1 Intellectual property remains with User.
6.2 Reproduction and disclosure prohibited without consent.
6.3 Internal use permitted where required.

7. FEES
7.1 Fees may be adjusted in case of cost increases.
7.2 Excluding travel expenses, other costs, and third-party costs.
7.3 Excluding VAT and other levies.

8. PAYMENT
8.1 Payment within 14 days.
8.2 Legal interest and collection costs apply to late payment.
8.3 User may request security or advance.
8.4 Joint liability for payment if multiple Clients.

9. COMPLAINTS
9.1 Complaints must be submitted within 15 working days.
9.2 Complaints do not suspend payment obligations.
9.3 Possible resolutions: fee adjustment, correction, or termination.

10. DELIVERY PERIOD
10.1 Period starts after payment and/or receipt of information.
10.2 Deadlines are not binding unless agreed in writing.
10.3 Termination only after formal notice.

11. TERMINATION
11.1 May be terminated at any time with reasonable notice.
11.2 Immediate termination allowed in case of bankruptcy, moratorium, or serious circumstances.
11.3 Client owes compensation in case of early termination.
11.4 Cancellation within 15 days requires compensation.
11.5 User will cooperate in transferring work upon termination.
11.6 All property must be returned upon termination.
11.7 Client owes compensation if terminating.

12. LIABILITY
12.1 Limited liability of User.
12.2 Only direct damages are compensated.
12.3 No liability for indirect damages.
12.4 Indemnification against third-party claims due to Client’s incorrect information.
12.5 Limitation of liability applies to third parties used by User.
12.6 No liability for transport damage.

13. CONTRACT ASSIGNMENT
13.1 Assignment to third parties only with User’s consent.
13.2 Indemnification applies in case of assignment.

14. INTERNET USE
14.1 No liability for risks related to email communication.

15. LIMITATION PERIOD
15.1 Claims expire after one year.

16. SURVIVAL
16.1 Certain provisions remain valid after termination.

17. CLIENT’S GENERAL TERMS
17.1 Conflicting Client terms are excluded.

18. APPLICABLE LAW AND JURISDICTION
18.1 Dutch law applies.
18.2 Invalidity of provisions does not affect the rest of the agreement.
18.3 The court of User’s place of business has jurisdiction.

19. MISCELLANEOUS
19.1 Guarantees relate to remote management and optimization only.
19.2 On-site work is billed per day.
19.3 Travel costs €85 per visit.

20. VERSION CONTROL

Date Version Notes
23-5-2020 1.2 Added cancellation and travel reimbursement
23-5-2020 1.1 Added Miscellaneous and online publication
15-3-2020 1.0 Initial version