General Conditions Stichting Being Exponential
Article 1 – Applicability
1.1 These general terms and conditions apply to all legal relationships between Stichting Being Exponential (hereinafter the Contractor) and the Client, including all Work provided by the Contractor and in particular the services as stated in the Offer.
1.2 Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing. The Contractor explicitly rejects the applicability of general (purchase) conditions applied by the Client.
Article 2 – Obligation
2.1 The Contractor will observe the greatest possible care with regard to the interests of the Client when performing the Work. In particular, the Contractor ensures confidentiality of all data and information made available to the Contractor by the Client in the context of the Agreement.
2.2 If and insofar as required for the proper execution of the Agreement, the Contractor has the right to have the Work performed by third parties.
Article 3 – Offers
3.1 All Quotations are entirely without obligation and the Contractor is only bound by the Quotation if the Quotation is signed by the Client within fourteen (14) days and received by the Contractor.
3.2 The prices stated in the Quotation are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including shipping and handling costs, unless stated otherwise in the Quotation.
Article 4 – Implementation of the Agreement
4.1 In the event that the Work is performed at the location of the Client or at a location designated by the Client, the Client will provide the reasonably desired facilities free of charge.
Article 5 – Contract Duration and Implementation Period
5.1 In the event that a term has been agreed between the Contractor and the Client in connection with the performance of the Work, this term is only an approximation, unless expressly agreed otherwise in writing. The Contractor does not offer any guarantee with regard to agreed delivery times and late delivery does not entitle the Client to compensation, dissolution of the Agreement or suspension of any obligation towards the Contractor.
Article 6 – Fee
6.1 Parties can agree on a fixed fee when the Agreement is concluded.
6.2 If no fixed fee has been agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of the Contractor, valid for the period in which the Work was performed.
6.3 The Contractor is entitled to settle any price changes that have occurred after the Agreement has been concluded with the Client.
Article 7 – Payment
7.1 The Client is obliged to pay all invoices from the Contractor to the Contractor within fourteen (14) days after the date. Objections to the amount of the invoices do not suspend the payment obligation.
7.2 If the Client fails to pay within the term of fourteen (14) days, the Client is in default by operation of law. The client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will apply. The interest on the due amount will be calculated from the moment that the Client is in default until the moment the full amount is paid.
Article 8 – Retention of title
8.1 All goods delivered by the Contractor, possibly including reports, designs, equipment, software, (electronic) files, etc., remain the property of the Contractor until the Client has fulfilled all obligations towards the Contractor.
8.2 The Client is not authorized to pledge or encumber in any other way the goods subject to retention of title.
8.3 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately notify the Contractor thereof.
8.4 The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
8.5 In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission to the Contractor to enter or have entered all those places where the Contractor’s property is located and to return those items. take.
Article 9 – Complaints
9.1 Complaints about the Work must be reported to Contractor in writing by Client within eight (8) days after discovery, but no later than fourteen (14) days after completion of the relevant Work. Such notice of default must contain as detailed a description as possible of the shortcoming stated by the Client, so that the Contractor is able to respond adequately.
9.2 If a complaint is justified, the Contractor will be given the opportunity to perform the Work again. In the event that the performance of the Work is no longer possible according to objective standards, the Contractor will only be liable within the limits of Article 12.
Article 10 – Notice period
10.1. Both parties can terminate the Agreement in writing at any time.
10.2 If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation for the resulting loss. In addition, the Client is then obliged to pay the invoices for the Work performed up to that point.
10.3 If the Agreement is terminated prematurely by the Contractor, the Contractor loses its entitlement to payment, except insofar as the Work already performed is of use to the Client.
Article 11 – Liability
11.1 Given the nature of the Work and the subjective assessment aspects that play a role in the Work, the Contractor is not liable for any damage suffered by the Client as a result of an act or omission of the Contractor in the performance of the Agreement or otherwise, unless there is intent or gross negligence. Consequential damage, including lost profit or losses, will never be eligible for compensation.
11.2 In the event that the Contractor is liable for damage suffered by the Client, the damage that the Contractor is obliged to compensate will never exceed the invoice value of the Work, the defect of which was the cause of the damage or – if this cannot be determined – the invoice value of the Work that the Contractor has performed on behalf of the Client at the time that the event causing the damage occurred.
11.3 The Client indemnifies the Contractor against all claims from third parties for damage related to or arising from the Agreement. All this is without prejudice to the Contractor’s duty of care as referred to in Article 3.
11.4 The exclusions and limitations of liability as stated in this article, as well as the indemnification as referred to in article 12.3, are also stipulated for and for the benefit of subordinates of the Contractor and anyone else whose assistance the Contractor uses in the performance of the Work.
11.5 The liability for the Work that the Contractor has assigned to a third party is limited to the extent that the third party effectively indemnifies the Contractor.
Article 12 – Force majeure
12.1 Force majeure is understood to mean any circumstance on the basis of which (further) fulfillment of the Agreement by the Contractor cannot reasonably be expected. This includes in any case – but not exclusively – data loss as a result of computer failure, virus infection or computer breach by third parties, machine breakdown and other calamities that prevent or limit the Contractor’s business operations.
12.2 In the event that the Contractor is prevented from performing the Work in whole or in part due to force majeure, the Contractor has the right to suspend the performance of the Work without judicial intervention or to regard the Agreement as dissolved in whole or in part, at his discretion. , without the Contractor being obliged to compensate any damage suffered by the Client.
12.3 In the event that the Contractor at the time of the commencement of force majeure has meanwhile partially fulfilled his obligations towards the Client arising from the Agreement and has partially performed Work for the Client – and the Work already performed has independent value – the Contractor is entitled to invoice the relevant Work separately. The Client is then obliged to pay the relevant invoice from the Contractor.
Article 13 – Indemnities
13.1 The Client indemnifies the Contractor against claims from third parties with regard to intellectual property rights on materials or data provided by the Client that are used in the performance of the Agreement.
13.2 If the Client provides the user with information carriers, electronic files or software, etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 14 – Intellectual property
14 .1 All documents provided by the Contractor, such as reports, advice, Agreements, designs, software, etc., are exclusively intended to be used for the benefit of the Client and may not be reproduced, made public or used by the Client without the Contractor’s prior consent. knowledge of third parties, unless the nature of the documents provided dictates otherwise.
14.2 The Contractor reserves the right to use the knowledge gained through the performance of the Work for other purposes, insofar as no confidential information is disclosed to third parties.
14.3 The Contractor is entitled to sign and / or use everything produced by the Contractor to promote its own organization and services.
Article 15 – Confidentiality
15.1 If the Contractor – on the basis of a statutory provision or a court decision – is obliged to provide confidential information to third parties designated by law or the competent court and the Contractor cannot rely on a legal or competent court in this regard or permitted right of refusal, then the Contractor is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the Agreement.
Article 16 – Termination
16.1 The Contractor is entitled to terminate the Agreement in whole or in part, without notice of default and obligation to pay compensation, or – at its option – to suspend the further performance of the Agreement, if: a. Client is declared bankrupt; b. Client applies for suspension of payment; c. Client proceeds to liquidate his company; d. Client is placed under guardianship or dies; or e. The Client does not comply with any legal obligation towards the Contractor, or any obligation arising from the Agreement.
16.2 In the cases referred to in Article 16.1, the Contractor is entitled to immediately claim in full the fee owed by the Client to the Contractor.
16.3 The Client is obliged to immediately inform the Contractor if a circumstance within the meaning of Article 16.1 occurs. In the event that a circumstance within the meaning of article 16.1 under e. occurs, the Client is in default by operation of law and any debt to the Contractor is immediately due and payable.
Article 17 – Assignment and obligations
17.1 The Client is not entitled to transfer the rights and obligations arising from the Agreement concluded under these General Terms and Conditions in whole or in part to third parties, without the Contractor’s prior written consent.
Article 18 – Applicable law and competent court
18.1 These general terms and conditions are effective as of June 20, 2020.
18.2 In the event that any provision in these general terms and conditions should be null and void or be annulled, this will not affect the validity of the other provisions.
18.3 The legal relationship between the Client and the Contractor is governed by Dutch law. All disputes between the Client and the Contractor that may arise as a result of or in connection with the Agreement, will be settled by the competent court in Amsterdam, to the exclusion of all others. These General Terms and Conditions have been filed with the Chamber of Commerce Eindhoven under number 69954712