October 1, 2019
Article 1 Definitions
In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
Contractor: Channel Concept Company
Client: the other party of the contractor. "Client" also includes his representative (s), authorized representative (s), the successor (s), the legal successor (s) and heir (s); being natural or legal persons.
Agreement: the service agreement.
Article 2 General
1.These terms and conditions apply to every offer, quotation and agreement between the contractor and the client to which the contractor has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2.The present conditions also apply to all agreements with the contractor, for the implementation of which third parties must be involved.
3.Any deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.
4.The applicability of any purchase or other conditions of the client is explicitly rejected.
5.If one or more of the provisions in these terms and conditions is invalid or should be declared void, the remaining provisions of these terms and conditions will remain fully applicable. The contractor and client will then enter into consultation in order to agree on new provisions to replace the invalid or annulled provisions, taking into account if and for as far as possible the purpose and scope of the original provision.
Article 3 Offers and quotations
1.The offers made by the contractor are free of obligation; they are valid for 30 days unless stated otherwise. The contractor is bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days unless indicated otherwise.
2.The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including travel, shipping and administration costs unless stated otherwise.
3.If the acceptance deviates (on minor points) from the offer included in the quotation, the contractor is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance unless the contractor indicates otherwise.
4.A compound quotation does not oblige the contractor to perform part of the assignment against a corresponding part of the stated price.
5.Offers or quotations do not automatically apply to future assignments.
6.Unless the client has submitted a written objection in writing eight (8) days after sending the order confirmation before the commencement of the work or if that is a shorter period, the order confirmation is deemed to accurately and completely reflect the agreement.
Article 4 Execution of the agreement
1.The contractor will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of the science.
2.If and to the extent that proper execution of the agreement requires this, the contractor has the right to have certain work done by third parties.
3.The client shall ensure that all data, of which the contractor indicates that they are necessary or which the client should reasonably understand to be necessary for the execution of the agreement, is provided to the contractor in a timely manner. If the information required for the implementation of the agreement is not provided to the contractor in time, the contractor has the right to suspend the execution of the agreement and/or to charge the client for the extra costs resulting from the delay in accordance with the usual rates.
4.The contractor is not liable for damage of whatever nature caused by the fact that the contractor relied on incorrect and/or incomplete data provided by the client unless this incorrectness or incompleteness should have been known to the contractor.
5.If it has been agreed that the agreement will be executed in phases, the contractor may suspend the implementation of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
6.If work is performed by the contractor or third parties engaged by the contractor within the framework of the assignment at the location of the client or at a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.
7.The client indemnifies the contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the client.
8.In the performance of the agreement, the contractor undertakes to transfer all data and results achieved to the client. All rights with regard to improvements and developments, insofar as they result directly from the work performed by the contractor for the client, belong to the client.
Article 5 Amendment of the agreement
1.If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2.If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. The contractor will inform the client of this as soon as possible.
3.If the change or supplement to the agreement has financial and / or qualitative consequences, the contractor will inform the client about this in advance.
4.If a fixed fee has been agreed upon, the contractor will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
5.Contrary to paragraph 3, the contractor will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to the contractor.
Article 6 Contract duration; execution time
1.The agreement between the contractor and a client is entered into for an indefinite period of time unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2.If a period has been agreed for the completion of certain activities within the term of the agreement, this is never a strict deadline. If the performance period is exceeded, the client must, therefore, give the contractor written notice of default.
Article 7 Fee
1.The parties can agree on a fixed fee at the conclusion of the agreement. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the contractor's usual hourly rates, valid for the period in which the work is being performed unless a different hourly rate has been agreed upon.
2.The fee is and any cost estimates are exclusive of VAT.
3.For the assignments, the costs due are charged periodically.
4.If the contractor agrees a fixed fee or hourly rate with the client, the contractor is nevertheless entitled to increase this fee or rate if it appears that the expected amount of work was insufficiently estimated at the conclusion of the agreement, and this is not attributable. it is up to the contractor that it cannot reasonably be expected from the contractor to perform the agreed work against the originally agreed fee. In that case, the contractor will inform the client of the intention to increase the fee or rate.
Article 8 Payment
1.Payment must be made within 14 days after the invoice date, in a manner to be specified by the contractor in the currency stated in the invoice. Objections to the amount of the invoices do not suspend the payment obligation.
2.If the client fails to pay within the period of 14 days, the client is legally in default. The client then owes an interest of 2% of the principal sum (incl. VAT) per month, whereby part of the month is counted as one month. The interest in the claimable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount.
3.In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the contractor against the client are immediately claimable.
Article 9 Collection costs
1.If the client is in default or in default with the fulfillment of one or more of its obligations, then all reasonable costs for obtaining a settlement out of court will be borne by the client. If the client fails to pay a sum of money in time, he forfeits an immediately due and payable fine of 15% on the amount still due. This with a minimum of € 50.00.
2.If the contractor has incurred higher costs that were reasonably necessary, these will also qualify for reimbursement.
3.Any reasonable judicial and execution costs incurred will also be at the expense of the client.
4.The client owes interest on the collection costs incurred.
Article 10 Investigation, complaints
1.Complaints about the work performed must be reported in writing by the client to the contractor within 8 days after discovery, but no later than within 14 days after completion of the work concerned. The notice of default must contain as detailed a description as possible of the shortcoming so that the contractor is able to respond adequately.
2.If a complaint is justified, the contractor will still perform the work such as agreed, unless this has become demonstrably pointless for the client. The latter must be made known in writing by the client.
3.If the performance of the agreed work is no longer possible or useful, the contractor will only be liable within the limits of Article 13.
Article 11 Cancellation
1.Both parties may terminate the agreement in writing at any time in accordance with the relevant provisions of the agreement.
2.Both parties are allowed to terminate the agreement immediately prematurely, if one of the parties is in a state of bankruptcy or if this party has been granted a suspension of payment.
Article 12 Suspension and termination
1.The contractor is authorized to suspend compliance with the obligations or to dissolve the agreement if:
- Client does not or not fully comply with the obligations under the agreement.
- After the agreement has been concluded, the contractor becomes aware of circumstances that give good reason to fear that the client will not fulfill the obligations. If there is good reason to fear that the client will only partially or not properly comply, the suspension is only permitted to the extent that the shortcoming justifies it.
- At the conclusion of the agreement, the client was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient.
2.The contractor is furthermore authorized to dissolve the agreement or cause it to be dissolved if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can be demanded according to the standards of reasonableness and fairness or if circumstances arise otherwise that the unaltered maintenance of the agreement cannot reasonably be expected.
3.If the agreement is dissolved, the claims of the contractor against the client are immediately due and payable. If the contractor suspends the fulfillment of the obligations, he retains his rights under the law and agreement.
4.The contractor always retains the right to claim compensation.
Article 13 Liability
1.If the contractor should be liable, then this liability is limited to the provisions of this provision.
2.If the contractor is liable for direct damage, then that liability is limited to a maximum of the invoice amount, at least that part of the assignment to which the liability relates. The liability is at all times limited to a maximum of the amount to be provided by the contractor's insurer in the appropriate case.
3.Contrary to what is stipulated under 2. of this article, in the case of an assignment with a duration of more than six months, the liability is further limited to the fee part due over the last six months.
4.Direct damage is exclusively understood to mean:
- the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to ensure that the contractor's defective performance meets the contract, unless these cannot be attributed to the contractor;
- reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5.The contractor is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
6.The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of the contractor or his subordinates.
Article 14 Safeguards
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, which are used in the execution of the agreement.
2.If the client provides the contractor with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 15 Transfer of risk
1.The risk of loss or damage to the items that are the subject of the agreement is transferred to the client at the moment that these are legally and / or actually delivered to the client and thus in the power of the client or of a contract to be delivered by the client. third parties.
Article 16 Force majeure
1.The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, legal act or generally accepted beliefs.
2.Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which the contractor cannot exercise influence, but as a result of which the contractor is unable to fulfill its obligations. to come.
3.The contractor also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the contractor should have fulfilled its obligations.
4.Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
5.To the extent that at the time of force majeure the contractor has partially complied with his obligations under the agreement or will be able to fulfill them, and that the value fulfilled or to be fulfilled is attributable to independent value, the contractor is entitled to fulfill or fulfill declare the part separately. Client is obliged to pay this invoice as if it were a separate agreement.
Article 17 Confidentiality
1.Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is communicated by the other party or if this results from the nature of the information.
2.If, on the basis of a legal provision or a court decision, the contractor 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 authority in this regard court recognized or permitted right of change, then the contractor is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused as a result.
Article 18 Intellectual property and copyrights
1.Without prejudice to the other provisions of these general terms and conditions, the contractor reserves the rights and powers that the contractor is entitled to under the Copyright Act.
2.All documents provided by the contractor, such as reports, advice, agreements, software, etc., are exclusively intended for use by the client and may not be reproduced, published, or disclosed to third parties without the prior consent of the contractor. unless the nature of the documents provided indicates otherwise.
3.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.
Article 19 Disputes and applicability law
1.The court in the place of establishment of the contractor is exclusively authorized to take cognizance of disputes, unless the sub-district court has jurisdiction. Nevertheless, the contractor has the right to submit the dispute to the competent court according to the law.
2.Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
3.Dutch law applies to every agreement between the contractor and the client.
Article 20 Amendment, explanation and location of the conditions
1.These terms and conditions are valid from October 1, 2019 and are deposited at the office of the Chamber of Commerce in Amsterdam and the most recently filed version or version that applied at the time of the conclusion of the agreement applies.
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