Techads General Terms and Conditions
Article 1 - Terms
1.1. In these general terms and conditions (hereinafter: the “Terms”), the following definitions apply: a. Terms and Conditions: these General Terms and Conditions.
b. Assignment: the Agreement between a Client and Techads under which Techads performs its Activities.
c. Order Confirmation: any Written document depicting the Client's Order by Techads.
d. Client: any company, institution or person who negotiates with Techads about the conclusion of an Agreement and/or enters into an Agreement with Techads
.e. Agreement: any Agreement that is concluded between Techads and the Client with regard to services to be provided by Techads, any change or addition thereto, as well as all legal acts to prepare and implement that Agreement;
f. Personal data: all information about an identified or identifiable natural person, as described in Article 4 (1) General Data Protection Regulation (GDPR).
g. Techads: the private company Techads, with its registered office in The Hague and registered in the trade register under number 86071009
.h. In writing: in writing, including electronic correspondence.i. Activities: all activities of Techads that have been or will be initiated by order of the Client
.Article 2 - Applicability
2.1. These Terms apply to all offers, offers, Order Confirmations and all related Agreements from Techads
2.2.2. The applicability of any general terms and conditions of the Client is hereby expressly rejected.
2.3. If one or more provisions of these Terms are (partially) declared invalid or non-binding, this will not affect the validity of the remaining part of these Terms, provided that the invalid or non-binding provision (s) will be replaced by a provision that will as much as possible approach what was intended by the original provision.
2.4. Techads reserves the right to change or supplement these Terms. If the amended or supplemented Terms and Conditions apply to an Agreement, they also apply to other Orders or Agreements that have been concluded or will be concluded with the same Client.
2.5. If earlier Terms and Conditions apply to an Agreement that already exists with the Client, the applicability of the new Terms will replace the applicability of the previous Terms to that Agreement. The new Terms will take effect 30 days after the change is announced. If the Client does not wish to accept the new Terms, he must notify Techads in writing within 30 days of publication, failing which the new Terms will be deemed to have been accepted by the Client
.Article 3 - Agreement
3.1. All Techads offers, quotes and statements are completely free of obligation. Techads is entitled to withdraw its offer up to 10 days after acceptance of that offer. If Techads makes use of these suspensive terms, an Agreement is deemed never to have been concluded.
3.2. Techads cannot be held to an offer if the Client can reasonably understand that the offer contains an obvious mistake or error.
3.3. A (composite) offer and/or quote made on behalf of Techads must be accepted in its entirety. Partial acceptance or rejection of a (composite) offer and/or quote will result in the cancellation of the entire offer and/or quote.
3.4. Techads is only bound if an Agreement is concluded in Writing between Techads and the Client, or if Techads sends an Order Confirmation to the Client.
3.5. Techads' Order Confirmation is a correct and complete representation of the Agreement concluded between Techads and Client. If there are any inaccuracies in the Order Confirmation, the Client must immediately report this in Writing to Techads.
3.6. If the Agreement has not been concluded in Writing and 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 considered as the Order Confirmation and as the correct reflection of the Agreement between Techads and Client.
3.7. All Orders are given, accepted by and executed by Techads exclusively, subject to these Terms. No Agreement will ever be concluded between the Client and the person who, on the basis of any legal relationship with Techads, actually executes or is involved in the Assignment, even if the Assignment is provided for the purpose of execution by that person as referred to in article 7:404 of the Dutch Civil Code. All Orders are accepted with the exception of articles 7:404, 7:407 paragraph 2 of the Dutch Civil Code and 7:409 of the Dutch Civil Code.
3.8. Any deviation/addition to an Agreement applies to Techads only if Techads has expressly and unequivocally confirmed that variation/addition in Writing.
Article 4 - Execution of the assignment
4.1. With regard to the Activities, there is always an obligation to make an effort, even if the Client intends to achieve a certain result with the Assignment.
4.2. Techads determines how and by which people carry out the Assignment. Techads has the right to have the Activities (partially) carried out by one or more third parties appointed by Techads.
4.3. Unless expressly agreed otherwise in Writing, the terms within which the Assignment and the resulting Activities must be completed are not strict deadlines.
4.4. Any internal obstacles on the part of the Client that stand in the way of carrying out the Assignment must be reported by the Client to Techads in a timely manner, after which the Client will consult with the Client about the next steps. The Client is responsible for all delays and additional costs associated with the possible internal barriers.
4.5. The Client will do (and omit) what is reasonably necessary to allow Techads to carry out the Assignment and provide all necessary cooperation to this end. In that context, the Client is obliged, among other things, but not limited to, to provide all information and documents that Techads, in its opinion, needs to carry out the assignment in a timely manner and in the form desired by Techads and to inform Techads immediately of facts and circumstances that (may) be important for the execution of the Assignment.
4.6. If the Client acts in violation of article 4.5 of these general terms and conditions, Techads - without prejudice to its other rights, including the right to compensation for damage suffered by it - is entitled to charge the Client for additional costs and activities resulting from the incorrect, timely and/or complete provision of information and documents required by Techads, as well as to terminate the Agreement without being liable for compensation.
4.7. The Client guarantees the accuracy, completeness, reliability and legality of the information and documents provided by him, even if they come from third parties. The Client indemnifies Techads against all damage it suffers and against all third-party claims in the event that the information and/or documents provided are incorrect, incomplete, unreliable and/or unlawful.
4.8. The Client is responsible for the decisions that he takes or wants to take as a result of and/or (partly) based on the Activities of Techads and is also responsible for the (timely) submission of the documents to third parties.
4.9. The reports, data (excerpts), information and data from the (computer) systems, software and administration used by Techads are leading in determining the results achieved by Techads in carrying out the Assignment. These reports, data (excerpts, information and data) provide compelling evidence of the results achieved by Techads.
Article 5 - Fees
5.1. All rates and fees offered and agreed by Techads are in Euro, excluding VAT and other government levies.
5.2. Techads is entitled to increase its prices unilaterally and in the meantime at any time if and insofar as it is confronted with an increase in its costs of purchasing, production and labor.
5.3. The Client must compensate Techads for all damage that Techads suffers in connection with the execution of the Assignment, not attributable to Techads.
Article 6 - Payment
6.1. Payments must be made within fourteen (14) days of the invoice date, unless a different payment term has been agreed in Writing. In the event that payment in parts or installments has been agreed, the installment payments must be made before the first day of each installment.
6.2. (Recourse to) suspension, settlement and/or moderation of any payment obligation by the Client is excluded.
6.3. If the Client does not pay the invoice within the payment term, the Client is in default by operation of law without further notice of default being required. From the date of default, the Client owes the statutory commercial interest (as referred to in article 6:119 a of the Dutch Civil Code). Techads is also then authorized to suspend the Activities, all this without prejudice to its 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 expires and he is deemed to have accepted the invoice.
6.5. All judicial and extrajudicial costs associated with or related to the collection of an invoice for Techads, including the actual costs of legal assistance, are entirely borne by the Client. The Client owes compensation for these costs as soon as he is in default.
6.6. Unless Techads demonstrates that the extrajudicial costs actually incurred by it are higher — in which case the Client will reimburse the costs actually incurred — the compensation for extrajudicial costs will be estimated on the basis of the so-called Collection Costs Standards Decree (dated March 27, 2012; Stb. 2012).
6.7. All obligations, including future payment obligations (including, but not limited to, remaining installments) arising from the Agreement, of the Client are immediately due and payable if the Client does not meet any payment obligation in time.
6.8. Payments are accrued to the oldest outstanding invoice (s), regardless of the attribution to the invoice or commitment that the debtor designates when paying. All payments made by the Client are primarily deducted from the costs, then deducted from the accrued interest and, finally, the principal sum and accrued interest.
6.9. In the event of an Order given jointly, all Clients are jointly and severally liable for the payment of the invoices, as well as any costs and interest due.
6.10. At Techads' first request, the Client is obliged to make (partial) prepayment and/or provide security, failing which Techads is entitled to suspend compliance with its obligations, all this without prejudice to its other rights. Techads is entitled to only set off an advance payment with the final invoice.Article
7 — Duration and termination of the Assignment
7.1. The Agreement is entered into for (the period specified in the Assignment) and ends by completion, unless otherwise expressly agreed.
7.2. The Agreement cannot be terminated prematurely by the Client. Techads can terminate the Agreement (interim) In Writing (partially) with immediate effect at any time in the event of (changed) circumstances that would make the Assignment and/or Activities unlawful and/or the Activities are in conflict with applicable laws and regulations, without being liable for compensation
7.3. Without prejudice to the provisions elsewhere in these Terms and the law, Techads is authorized to terminate the Agreement in whole or in part in writing with immediate effect, without judicial intervention and without any (further) notice of default being required, when the Client: A. is in default; b. ceases its business activities or liquidates its business and transfers its company or part thereof, including the company's contribution to a to be established or already existing company, or changes the company's purpose; c. files for bankruptcy or has been declared bankrupt; d. applies for (provisional) suspension of payments or has been granted a (provisional) suspension of payment; e. has natural persons requested the application of the statutory debt restructuring scheme, whether it has been declared applicable to it; f. has died or is placed under guardianship; g. is facing an attachment of natural persons (part of) its assets, resulting in the execution of the Agreement is prevented or made impossible; If the other party terminates the Agreement on one of the above grounds, it is not obliged to pay any (form of) compensation.
7.4. In the event of an early termination of the Agreement (including but not limited to termination by dissolution), Techads is at least entitled to compensation for the Work already performed, as well as the costs it reasonably incurred and/or still has to incur 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 regarding Work performed must be made known to Techads in Writing within thirty (30) days after the execution of the Work or the documents or information about which the Client is complaining, or, if the Client demonstrates that he could not reasonably discover the defect earlier, within fourteen (14) days after the discovery of the defect. If these terms are exceeded, any claim by the Client against Techads regarding the complaint expires.
8.2. Without prejudice to the forfeiture of rights due to late protests within the meaning of article 6:89 of the Dutch Civil Code and article 7 paragraph 1 of these Terms, all rights of action and other powers of the Client against Techads expire one (1) year after the Client became or could be aware of them.
8.3. Legal claims and defences based on facts that could justify the claim that the Work performed does not comply with the agreement will expire one (1) year after the notification provided in articles 10.1 and 10.2.
8.4. Techads is entitled to periodically change the time unit used to calculate the fee, the amount of hourly rates and the travel allowance for both already accepted and new orders.
Article 9 - Liability
9.1. Any liability of Techads and of all persons who, under a legal relationship with Techads, perform or have performed, are involved or have been involved in the Work for the Client, is always limited in its entirety to the amount that is paid out under Techads' liability insurance in the relevant case, plus the amount of the deductible under the relevant policy.
9.2. If, for whatever reason, no liability insurance payment is provided to Techads or the Client, the joint liability of Techads and all persons who perform or have performed the Work on behalf of the Client under a legal relationship with Techads will be limited to the order sum, excluding VAT, paid to Techads for the execution of the Assignment to which the claim relates. In the event that the Assignment concerns an Agreement with a term of one year, the liability is limited to the order sum, excluding VAT, paid in the year prior to the event causing liability. In all cases, liability will be limited to a total amount of €10,000.
9.3. Techads is not liable for indirect damage, consequential damage, penalty damage and/or business loss.
9.4. Techads is not liable for the malfunctioning of the equipment, software, data and files, registers or other items used in the execution of the order.
9.5. The 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 Assignment. Techads is not liable for damage resulting from its use. Techads is not liable for damage resulting from unauthorized access to, inaccessible, accidentally distributing, losing and/or damaging (part of) the data, (computer) files and/or the (digital) networks, servers, workplaces, (peripheral) equipment, software, digital communication tools and/or data and file storage services it uses.
9.6. If Techads engages a third party, Techads is not liable for any shortcomings on the part of this third party. The Client hereby authorizes Techads to accept any terms and conditions stipulated by this third party (with any limitations of liability), also on behalf of and on behalf of the Client.
9.7. The liability limitations in this article also apply if Techads wrongly refuses an Order and results in damage.
9.8. Techads and all persons who carry out or have performed the Activities on behalf of the client on the basis of a legal relationship with Techads may invoke these Terms and the liability restrictions contained therein against the Client, even if they are hold/held liable on a non-contractual basis, such as tort. The Client waives all rights of action against all persons who carry out or have performed the Activities on behalf of the Client on the basis of a legal relationship with Techads, and waives his or her right to hold and hold the aforementioned individual professionals liable themselves. To the extent required/possible, the provisions of these Terms (also) apply as third-party clauses for the persons mentioned in this article. The Client indemnifies Techads and the persons mentioned in this article against liability by third parties in connection with the Assignment issued, except to the extent that insurance 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 or unforeseeable by the parties, as a result of which the other party can no longer reasonably expect compliance with the Agreement, illness of the persons deployed by or on behalf of Techads, and force majeure on the part of third parties involved in the execution of the Assignment.
10.2. If, in the opinion of Techads, the force majeure will be temporary, Techads has the right to suspend the execution of the Agreement until the circumstance that causes the force majeure no longer occurs.
10.3. Techads also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Techads could have fulfilled its obligations
10.4. Techads is entitled to demand payment for the services performed in the execution of the relevant Agreement before the circumstance causing the force majeure has emerged.
Article 11 - Intellectual Property
11.1. All possible (intellectual) property rights that relate to and/or arise from the work carried out by Techads belong to Techads.
11.2. The Client is not allowed to reproduce, publish, exploit or otherwise make available to third parties the advice and (other) results of the Activities and/or other matters subject to Techads' intellectual property rights without Techads' Written permission, or to allow third parties to benefit directly or indirectly.
11.3. Client indemnifies Techads against any claim by a third party due to (possible) infringement of that third party's intellectual property.Article 12 - Protective provisions
12.1. By using Techads' products and/or services, Client agrees that Techads processes Client Personal Data in accordance with the General Data Protection Regulation. The Client agrees to include the Client's Personal or Business Data in Techads' digital and administrative systems.
12.2. If, in its opinion, Techads qualifies as a processor of Personal Data on behalf of the Client as a controller, the Client will cooperate in concluding a processing agreement to which these Terms, including the limitations of liability included therein, apply mutatis mutandis, except insofar as those provisions must remain inapplicable under mandatory provisions.
12.3. Both Client and Techads undertake to keep all confidential information concerning (the subject and execution of) the Assignment and each other that they hold confidential and not to disclose to third parties. The foregoing 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 concerning) (the execution of) the Assignment must be provided by Techads to a third party and/or insurer engaged by one of them, or (iv) used by one of them themselves in the interest of (a procedure concerning) (the execution of) the Assignment, or (iv)) applicable on the basis of a legal obligation or other applicable regulations on (one of) (one of) (partner) shareholders of) one of them must be made public.
12.4. Unless expressly agreed otherwise in writing, Techads is authorized by the Client to reveal the identity and nature of the Client and the nature of the Activities performed for the 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 will not approach and/or lure away from Techads staff and/or third parties engaged by Techads to carry out the Assignment and/or encourage them to engage with the Client itself or third parties. In the event of a violation of this provision, the Client owes Techads, without prior notice of default, an immediately due penalty of €25,000, plus the recruitment costs that Techads will have to incur to attract (a) replacement employee (s) and/or third party (s), without prejudice to its other rights, including compensation.
Article 13 - Dispute resolution, applicable law
13.1. These Terms and all Agreements and all other legal relationships between Techads and Client are exclusively governed by Dutch law.
13.2. With regard to all disputes between Techads and the Client, including but not limited to the conclusion, validity and execution of the Agreement, the Dutch court has exclusive jurisdiction. All disputes will first be submitted to the District Court of The Hague, location The Hague, unless another court has jurisdiction under mandatory law.
13.3. The provisions of the previous paragraph do not affect the fact that Parties may decide jointly to have a dispute settled through mediation or by way of binding advice.
13.4. These terms and conditions have been filed with the Chamber of Commerce under number 86071009.