Terms and conditions Techads
Article 1 - Definitions
1.1. In these General Terms and Conditions (hereinafter referred to as the "Conditions"), the following definitions shall apply:a. Conditions: the present General Terms and Conditions.
b. Assignment: the Agreement between a Client and Techads pursuant to which Techads performs its Work.
c. Assignment Confirmation: any written document reflecting Techads' Assignment of the Client.
d. Client: any company, institution or person who negotiates with Techads for the formation of an Agreement and/or enters into an Agreement with Techads
.e. Agreement: any agreement formed between Techads and Client relating to services to be provided by Techads, any amendment or addition thereto, as well as all legal acts in preparation and execution of such Agreement;
f. Personal data: any information about an identified or identifiable natural person, as defined in Article 4(1) General Data Protection Regulation (GDPR).
g. Techads: the private company Techads, having its registered office in The Hague and registered in the trade register under number 86071009.
.h. Written: in writing, including electronic correspondence.i. Work: all activities of Techads so initiated or to be initiated by the Client.
.Article 2 - Applicability.
2.1. These Conditions apply to all Techads' offers, quotations, Order Confirmations and all related Agreements.
.2.2. The applicability of any general terms and conditions of Client is hereby expressly rejected.
2.3. If one or more provisions of these Conditions is or are declared (partially) invalid or non-binding, this will not affect the validity of the remaining part of these Conditions, on the understanding that the invalid or non-binding provision(s) will be replaced by a provision that will approximate as closely as possible what was intended by the original provision.
2.4. Techads reserves the right to amend or supplement these Conditions. If the amended or supplemented Terms become applicable to an Agreement, they will also apply to other Assignments or Agreements that have been or will be made with the same Client.
2.5. If previous Terms and Conditions apply to an Agreement already existing with the Customer, the applicability of the new Terms and Conditions replaces the applicability of the previous Terms and Conditions to that Agreement. The new Terms and Conditions shall take effect from 30 days after publication of the amendment. If the Client does not wish to accept the new Terms and Conditions, the Client must notify Techads in writing within 30 days of notification, failing which the new Terms and Conditions will be deemed accepted by the Client.
.Article 3 - Agreement
3.1. All Techads' offers, quotations and statements are entirely without obligation. Techads is entitled to withdraw its offer up to 10 days after acceptance of that offer. If Techads makes use of these suspensive conditions, an Agreement is deemed never to have been formed.
3.2. Techads cannot be held to an offer if the Client can reasonably understand that the offer contains an obvious mistake or clerical error.
3.3. Any (composite) offer and/or quotation made on behalf of Techads must be accepted in its entirety. A partial acceptance or rejection of a (composite) offer and/or quotation will result in expiry of the entire offer and/or quotation.
3.4. Techads is only bound if an Agreement is concluded In Writing between Techads and Client, or if Techads sends an Order Confirmation to Client.
3.5. Techads' Order Confirmation is an accurate and complete representation of the Agreement concluded between Techads and the Client. If there are any inaccuracies in the Order Confirmation, the Client must notify Techads in Writing without delay.
3.6. If the Agreement has not been concluded in Writing and also no Order Confirmation has been sent, the parties will nevertheless be bound if Techads starts executing the Agreement. In that case, the invoices will be regarded as the Order Confirmation and as the correct representation of the Agreement between Techads and the Client.
3.7. All Assignments are exclusively given to, accepted by and executed by Techads, subject to these Conditions. No Agreement will ever be formed between the Client and the person who, on the basis of any legal relationship with Techads, actually executes the Order or is involved in it, even if the Order is given for the purpose of execution by that person as referred to in article 7:404 of the Dutch Civil Code. All Assignments are accepted to the exclusion of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code.
3.8. Any deviation/addition to an Agreement is only valid against Techads if Techads has expressly and unambiguously confirmed that deviation/addition In Writing.
Article 4 - Execution of the assignment
4.1. With respect to the Work, there is always an obligation of effort, even if the Client is aiming at a certain result with the Assignment.
4.2. Techads decides how and by which persons the Order will be executed. Techads has the right to have the Work performed (partially) by one or more third parties to be appointed by Techads.
4.3. Unless otherwise expressly agreed in Writing, the deadlines within which the Assignment and the resulting Work must be completed are not deadlines.
4.4. Any internal impediments on the part of the Client that impede the performance of the Order must be reported by the Client to Techads in a timely manner, after which Techads will consult with the Client about the next steps. Client is responsible for all delays and additional costs caused by the possible internal obstacles.
4.5. The Client shall do (and refrain from doing) whatever is reasonably necessary for Techads to perform the Order and shall provide all necessary cooperation to that end. This includes, but is not limited to, the obligation to provide Techads with all information and documents Techads deems necessary to execute the Order in a timely manner and in the form and manner Techads deems appropriate and to inform Techads without delay of any facts or circumstances that may be relevant to the execution of the Order.
4.6. If the Client acts in breach of clause 4.5. of these Terms and Conditions, Techads is entitled - without prejudice to its other rights, including the right to compensation for damages suffered by it - to charge the Client for extra costs and work resulting from Techads' failure to provide data and documents required by Techads correctly, on time and/or in full, as well as to rescind the Agreement without being liable for damages.
4.7. The Client guarantees the accuracy, completeness, reliability and legitimacy of the data and documents provided by him, even if they originate from third parties. The Client indemnifies Techads for all damages it suffers and for all claims of third parties in case the data and/or documents provided are incorrect, incomplete, unreliable and/or unlawful.
4.8. The Client is himself responsible for the decisions he takes or wants to take as a result of and/or (partly) based on the Work of Techads and is also himself responsible for the (timely) submission of documents to third parties.
4.9. Reports, data, information and data from the computer systems, software and administration used by Techads are leading for the determination of the results. These reports, data, information and data provide conclusive evidence of the results achieved by Techads.
Article 5 - Fee
5.1. All rates and fees offered and agreed upon by Techads, are in Euro, excluding VAT and other government levies.
5.2. Techads is at all times entitled to unilaterally and interim increase its prices if and to the extent it is faced with an increase in its costs of procurement, production and labor.
5.3. The Client must compensate Techads for all damages not attributable to Techads that Techads suffers in connection with the performance of the Order.
Article 6 - Payment
6.1. Payments must be made within fourteen (14) days of the invoice date, unless another payment term has been agreed in writing. In the event payment in parts or instalments has been agreed upon, the instalment payments shall be paid before the first day of each instalment.
6.2 (An appeal to) suspension, set-off and/or mitigation of any payment obligation by the Client is excluded.
6.3. If the Client fails to pay the invoice within the payment term, the Client shall be in default by operation of law without further notice of default being required. From the date of default, the Client has to pay the statutory commercial interest (as defined in article 6:119a Dutch Civil Code). Techads is also entitled to suspend the work, without prejudice to her other rights.
.6.4. Complaints about an invoice must be received In Writing by Techads within fourteen (14) days of the invoice date, failing which the Client's right to complain shall lapse and he shall be deemed to have accepted the invoice.
6.5. All judicial and extra-judicial costs incurred by Techads for the collection of an invoice or related to it, including the actual costs of legal assistance, are for the full account of the Client. Client is due compensation for these costs as soon as he is in default.
6.6. Unless Techads proves that the actual out-of-court costs incurred by it are higher - in which case the Client will reimburse the actual costs incurred - the compensation for out-of-court costs will be estimated using the so-called Besluit normering incassokosten (d.d. March 27, 2012; Stb. 2012).
6.7. All obligations, including future payment obligations (including, but not limited to remaining installment payments) arising from the Agreement, of Client shall be immediately due and payable in the event Client fails to timely fulfill any payment obligation.
6.8. Payments shall be allocated to the oldest outstanding invoice(s), regardless of the allocation on the invoice or commitment which the debtor designates at the time of payment. All payments made by the Client shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest.
6.9. In the case of a jointly awarded Order, all Clients are jointly and severally liable for payment of invoices, as well as any costs and interest due.
6.10. The client is obliged to provide (partial) advance payment and/or security at Techads' first request, failing which Techads has the right to suspend the fulfillment of its obligations, without prejudice to its other rights. Techads is entitled to deduct the advance payment from the final invoice.
7 - Duration and termination of the Assignment
7.1. The Agreement is entered into for (the time specified in the Assignment) and ends by completion, unless expressly agreed otherwise.
7.2. The Agreement cannot be terminated prematurely by the Client. Techads can always (prematurely) terminate the Agreement In Writing (partially) with immediate effect in case of (changed) circumstances that would make the Assignment and/or Work unlawful and/or the Work is in breach of applicable laws and regulations, without being liable for damages.
.7.3. Without prejudice to what is stated elsewhere in these Conditions and the law, Techads has the right to terminate the Agreement immediately, without judicial intervention and without any (further) notice of default being required, in whole or in part, in writing extrajudicially, at the moment that the Client:a. defaults;b. ceases its business activities or liquidates its company as well as transfers its company or a part thereof, including the contribution of the company to a company to be founded or already existing, or proceeds to change the objective of the company;c. files for bankruptcy or is declared bankrupt;d. has a (provisional) suspension of payments or a applies for (temporary) suspension of payment or is granted (temporary) suspension of payment;e. has requested application of the statutory debt rescheduling scheme for natural persons, or has been declared applicable to it;f. dies or is placed under guardianship;g. is confronted with an attachment of (part of) its assets, as a result of which the performance of the Agreement is prevented or made impossible;If the other party dissolves the Agreement on one of the aforementioned grounds, it is not obliged to pay any (form of) compensation.
7.4. In case of premature termination of the Agreement (including but not limited to termination by dissolution), Techads has at least the right to compensation for Work already done, as well as costs reasonably incurred and/or to be incurred as a result of the premature termination. All Techads' claims against the Client will then become immediately due and payable.
Article 8 - Complaints
8.1. Complaints about work done must be made in writing to Techads within thirty (30) days after the completion of the work or the documents or information the client complains about or, if the client proves he could not reasonably discover the defect earlier, within fourteen (14) days after discovery of the defect. When these periods are exceeded, all claims of the Client against Techads regarding the complaint will expire.
8.2. Without prejudice to forfeiture of rights based on failure to timely protest within the meaning of Article 6:89 of the Dutch Civil Code and Article 7 paragraph 1 of these Conditions, all rights of action and other powers of the Client against Techads shall expire one (1) year after the time the Client became or could have become aware of them.
8.3. Legal claims and defenses, based on facts that could justify the assertion that the Work performed does not comply with the agreement, shall be time-barred by the expiration of one (1) year after the notification made in Articles 10.1 and 10.2.
8.4. Techads is entitled to periodically change the time unit used for calculating the fee, the amount of hourly rates and travel expenses for both already accepted and new assignments.
Article 9 - Liability
9.1. Any liability of Techads and of all persons who under a legal relationship with Techads perform or have performed the Work for the benefit of the Client, are or have been involved in it, is always limited in totality to the amount paid in the relevant case under Techads' liability insurance policy, to be increased by the amount of the excess under the relevant policy.
9.2. If, for whatever reason, no payment is made to Techads or the Client under the liability insurance policy, the aggregate liability of Techads and all persons who under a legal relationship with Techads perform or have performed the Work for the Client, are or have been involved in it, will be limited to the fee, excluding VAT, paid to Techads for the performance of the Order to which the claim relates. In case the Assignment concerns an Agreement with a duration of one year, the liability is limited to the assignment fee, excluding VAT, paid in the year preceding the event causing the liability. In all cases, liability shall be limited to a total amount of €10,000.
9.3. Techads shall not be liable for indirect damages, consequential damages, punitive damages and/or trading losses.
9.4. Techads is not liable for the improper functioning of equipment, software, data and files, registers or other items used in the execution of the order.
9.5. Client agrees that Techads will use digital means of communication, data storage services, equipment, software, data and files, registers and/or other items in the execution of the Order. Techads shall not be liable for any damages resulting from the use thereof. Techads is not liable for any damage resulting from unauthorized access to, inaccessibility of, accidental distribution of, loss of and/or damage to (part of) the data, (computer) files stored by it and/or the (digital) networks, servers, workstations, (peripheral) equipment, software, digital means of communication and/or services for storage of data and files used by it.
9.6. If Techads engages a third party, Techads is not liable for any shortcomings of this third party. Client hereby authorizes Techads to accept any terms and conditions (including any limitations of liability) stipulated by this third party, also for and on behalf of the Client.
9.7. The limitations of liability in this Article also apply if an Assignment is wrongfully refused by Techads and damages result.
9.8. Techads and all persons who perform or have performed the Work for the Client under a legal relationship with Techads may invoke these Conditions and the liability limiting provisions contained therein against the Client, even if they are held on a non-contractual basis, such as tort. The Client waives all rights of action against all persons who perform or have performed the Work for the Client under a legal relationship with Techads, and waives his or her right to hold the aforementioned individual professionals liable. To the extent necessary/impossible, the provisions of these Conditions (also) apply as third party clauses for the benefit of the persons mentioned in this article. The Client indemnifies Techads and the persons mentioned in this article for liability by third parties in connection with the Order, except to the extent an insurance company would pay out in connection with such liability in the absence of this clause.
Article 10 - Force majeure
10.1. Force majeure means: any circumstance as referred to in article 6:75 of the Dutch Civil Code, including but not limited to any circumstance independent of the will of the parties or unforeseeable circumstance as a result of which fulfillment of the Agreement can not reasonably be demanded by the other party, illness of the persons deployed by or on behalf of Techads as well as force majeure of third parties involved in the execution of the Order.
10.2. If in the opinion of Techads the force majeure will be temporary, Techads has the right to suspend the performance of the Agreement for as long as it takes until the circumstance causing the force majeure no longer occurs.
10.3. Techads also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Techads could have fulfilled its obligations
10.4. Techads has the right to claim payment for the performance, which has been made in the execution of the relevant Agreement, before the force majeure-causing circumstance has become apparent.
Article 11 - Intellectual property
11.1. All possible (intellectual) property rights related to and/or arising from the work performed by Techads belong to Techads.
11.2. The Client is not permitted to reproduce, disclose, exploit or otherwise make available to third parties the advice and (other) results of the Work and/or other items subject to Techads' intellectual property rights without Techads' Written permission or to allow third parties to benefit directly or indirectly from them.
11.3. The Client indemnifies Techads against any claim by a third party due to a (possible) infringement of an intellectual property right of that third party.Article 12 - Protective provisions
12.1. By using Techads' products and/or services, the Client agrees that Techads processes Personal Data of the Client in accordance with the General Data Protection Regulation. Client agrees to the inclusion of Client's Personal or Company Data in Techads' digital and administrative systems.
12.2. If Techads, in its judgment, qualifies as a processor of Personal Data on behalf of the Client as a controller, the Client shall, upon Techads' first request, cooperate with the conclusion of a processor's agreement to which these Terms and Conditions, including the limitations of liability contained therein, shall apply mutatis mutandis, except to the extent that those provisions are required to remain inapplicable by mandatory law.
Both the Client and Techads are obliged to keep all confidential information concerning (the subject and execution of) the Order and each other confidential and not to disclose it to third parties. The above obligations do not apply if such information (i) is publicly known, (ii) has become known to third parties without violating this article, (iii) in the interest of (a procedure regarding) (the execution of) the Order must be provided by Techads to a third party and/or insurer engaged by Techads, (iv) must be disclosed by law or other applicable regulations applicable to (one of the (partner-) shareholders of) one of them.
12.4. Unless expressly agreed otherwise in writing, Techads is authorized by Client to disclose the identity and nature of Client and the nature of the Work performed for Client in marketing communications.
12.5. For the duration of the Agreement and up to one (1) year after the end of the Agreement, the Client shall not approach and/or lure staff and/or third parties engaged by Techads in the performance of the Order away from Techads and/or encourage them to become employees of the Client itself or third parties. In case of violation of this clause, the Client owes Techads, without any prior notice of default being required, an immediately payable penalty of € 25.000,- plus the recruitment costs Techads will have to make to attract (a) replacement employee(s) and/or third party(ies), without prejudice to Techads' other rights, including the right to compensation.
Article 13 - Dispute resolution, applicable law
13.1. These Conditions and all Agreements and all other legal relationships between Techads and Client are governed exclusively by Dutch law.
13.2. With respect to all disputes between Techads and the Client, including but not limited to the establishment, validity and execution of the Agreement, the Dutch court has exclusive jurisdiction. All disputes shall in the first instance be brought before the District Court of The Hague, location The Hague, unless another court has jurisdiction under mandatory law.
13.3. The provisions of the preceding paragraph shall not affect the fact that the Parties may jointly decide to have a dispute settled by mediation or by way of a binding opinion.
13.4. These terms and conditions are filed with the Chamber of Commerce under number 86071009.