Last Updated: 01/08/2023
Disclaimer
Salesfision
Article 1
Definitions
Salesfision, located in Almere, Chamber of Commerce number 83675922, is referred to as the service provider in these general terms and conditions.
The counterparty of the service provider is referred to as the client in these general terms and conditions.
Parties collectively refer to the service provider and the client.
The agreement refers to the agreement for the provision of services between the parties.
Article 2 Applicability of General Terms and Conditions
These terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.
Deviations from these terms and conditions are only valid if expressly and in writing agreed upon by the parties.
The agreement always includes an obligation of best efforts on the part of the service provider; no obligation of specific results is implied.
Article 3 Payment
Invoices must be paid within 14 days after the invoice date, unless the parties have made different arrangements or a different payment term is indicated on the invoice.
If the client fails to make timely payment, they are in default. In case of default, the service provider is entitled to suspend their obligations until the client fulfills their payment obligation.
If the client remains in default, the service provider will proceed with collection. The costs related to this collection are borne by the client. In case of default, the client is liable to pay statutory (commercial) interest, extrajudicial collection costs, and other damages to the service provider. The calculation of collection costs is based on the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, the service provider’s claims against the client become immediately due and payable.
If the client refuses to cooperate in the execution of the assignment by the service provider, they are still obliged to pay the agreed price to the service provider.
Article 4 Price Indexing
The prices and hourly rates agreed upon at the start of the agreement are based on the price level at that time. The service provider has the right to adjust the fees to be charged to the client annually on July 1st.
The client must explicitly agree in writing to any increase in costs and hourly rates. The increase is determined using an indexing clause: the new fees are calculated by multiplying the existing prices by a fraction, the numerator of which is the index number applicable for the month of April preceding the increase, and the denominator is the index number applicable for the month of April of the previous year. The index numbers are the consumer price index (CPI) figures for all households, published by the Central Bureau of Statistics in The Hague.
Article 5 Offers, Quotations, and Prices
Offers are non-binding, unless a term of acceptance is stated in the offer. If the offer is not accepted within the specified period, it expires.
Delivery times in quotations are indicative and do not give the client the right to terminate the agreement or claim compensation for damages due to exceeding these times, unless expressly and in writing agreed upon otherwise.
Offers and quotations do not automatically apply to subsequent orders. Such application must be expressly and in writing agreed upon.
The price mentioned in offers, quotations, and invoices includes the purchase price excluding the applicable VAT and any other government levies.
Article 6 Service Provider’s Fees
Parties may agree on a fixed price at the conclusion of the agreement.
If no fixed price is agreed upon, the fee is determined based on the actual hours spent. The fee is calculated according to the standard hourly rates of the service provider, applicable for the period during which the services are provided, unless a different hourly rate has been agreed upon.
Article 7 Provision of Information by the Client
The client provides all information relevant for the execution of the assignment to the service provider.
The client is obliged to provide all data and documents that the service provider deems necessary for the proper execution of the assignment, in a timely manner and in the desired format and manner.
The client is responsible for the accuracy, completeness, and reliability of the data and documents provided to the service provider, even if they originate from third parties, unless otherwise stipulated by the nature of the assignment.
The client indemnifies the service provider against any damage in any form arising from non-compliance with the first paragraph of this article.
If and to the extent that the client requests it, the service provider returns the relevant documents.
If the client fails, is delayed, or fails to properly provide the requested data and documents to the service provider, causing a delay in the execution of the assignment, the resulting extra costs and additional fees will be borne by the client.
Article 8 Withdrawal of the Assignment
The client is free to terminate the assignment with the service provider at any time.
When the client withdraws the assignment, they are obliged to pay the due fee and the incurred expenses of the service provider.
The service provider issues a final invoice within 14 days.
Article 9 Execution of the Agreement
The service provider executes the agreement to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship.
The service provider has the right to have work carried out by third parties.
The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.
It is the responsibility of the client to ensure that the service provider can start the assignment in a timely manner.
Article 10 Duration of the Assignment
The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement implies otherwise or the parties have expressly and in writing agreed otherwise.
If the parties have agreed on a term for the completion of certain activities within the duration of the agreement, this term is never a strict deadline. If this term is exceeded, the client must put the service provider in default in writing.
Article 11 Amendment of the Agreement
If, during the execution of the agreement, it becomes apparent that it is necessary to amend or supplement the work to be performed for proper execution of the assignment, the parties will timely and mutually adjust the agreement accordingly.
If the parties agree to amend or supplement the agreement, the timing of the completion of the execution may be affected. The service provider will notify the client of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client about this in writing in advance.
If the parties have agreed on a fixed fee, the service provider will indicate to what extent the amendment or addition to the agreement will result in exceeding this fee.
Notwithstanding the provisions of the third paragraph of this article, the service provider cannot charge additional costs if the amendment or addition is due to circumstances attributable to them.
Article 12 Force Majeure
In addition to the provisions of Article 6:75 of the Civil Code, it is stipulated that a failure of the service provider in the performance of any obligation towards the client cannot be attributed to the service provider in the event of circumstances beyond the service provider’s control and will, which entirely or partially hinder the fulfillment of its obligations towards the client or render it unreasonable for the service provider to fulfill its obligations. Such circumstances also include failures by suppliers or other third parties, power outages, computer viruses, strikes, and work stoppages.
If a situation as described above occurs that prevents the service provider from fulfilling its obligations towards the client, then these obligations shall be suspended as long as the service provider cannot fulfill them. If the situation described in the preceding sentence lasts for 30 calendar days, the parties have the right to fully or partially terminate the agreement in writing.
In the event as referred to in the second paragraph of this article, the service provider is not obliged to compensate for any damage, even if the service provider benefits from any advantage due to the force majeure situation.
Article 13 Set-off
The client waives the right to set off a debt to the service provider against a claim on the service provider.
Article 14 Suspension
The client waives the right to suspend the performance of any obligation arising from this agreement.
Article 15 Assignment of Rights
Rights of a party arising from this agreement cannot be transferred without the prior written consent of the other party. This provision constitutes a clause with property law effect as intended in Article 3:83, paragraph 2, of the Civil Code.
Article 16 Expiry of Claims
Any right to compensation by the service provider expires in any case 12 months after the event giving rise to the liability, whether directly or indirectly. This provision does not exclude the provisions of Article 6:89 of the Civil Code.
Article 17 Insurance
The client undertakes to adequately insure delivered goods and keep them insured against, among other things, fire, explosion, water damage, and theft.
Upon first request, the client shall provide the policies of these insurances for inspection.
Article 18 Liability for Damages
The service provider is not liable for damages arising from this agreement, unless the service provider has caused the damage intentionally or through gross negligence.
In the event that the service provider is liable to the client for damages, the amount of damages shall not exceed the fee.
Any liability for damages arising from or related to the execution of an agreement is always limited to the amount that is paid out under the relevant (professional) liability insurance policy. This amount is increased by the amount of the deductible according to the relevant policy.
The liability limitation also applies if the service provider is held liable for damages arising directly or indirectly from the improper functioning of the equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.
The liability of the service provider for damages resulting from intentional acts or conscious recklessness of the service provider or its supervisory subordinates is not excluded.
Article 19 Client’s Liability
If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
If an assignment is indirectly or directly given by a natural person on behalf of a legal entity, this natural person may also be the client in a personal capacity. For this purpose, it is required that this natural person can be considered as the (co)decision-maker of the legal entity. In the event of default by the legal entity, the natural person is personally liable for the payment of the invoice, regardless of whether it has been issued in the name of a legal entity or in the name of the client as a natural person or both.
Article 20 Indemnification
The service provider indemnifies the client against all claims and other claims by third parties and the resulting damages as a result of a breach by the counterparty to this agreement or any other act or omission by the service provider. This indemnification is without prejudice to what is provided in Article (to be filled in) regarding liability.
This indemnification does not apply to the extent that the service provider was not aware of and should not have been aware of the rights on which such a claim is based.
Article 21 Duty to Complain
The client is obliged to report complaints about the work carried out immediately to the service provider. The complaint contains as detailed a description as possible of the shortcoming, so that the service provider can respond adequately to it.
If a complaint is well-founded, the service provider is only obligated to perform the work as agreed between the parties.
Article 22 Retention of Title and Right of Retention
The items present with the service provider and delivered items and parts remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke its retention of title and reclaim the items.
If the agreed advance payment amounts are not paid or paid on time, the service provider has the right to suspend the work until the agreed part has been paid. In that case, there is creditor default. A delayed delivery cannot be attributed to the service provider in this case.
The service provider is not authorized to pledge the items falling under its retention of title or to encumber them in any other way.
The service provider undertakes to insure the items delivered to the client under retention of title and keep them insured against fire, explosion, water damage, and theft, and to provide the policy for inspection at the client’s first request.
If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The item will not be delivered until the client has fully and in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payment by the client, the client’s obligations are immediately due and payable.
Article 23 Applicable Law
Dutch law exclusively applies to this agreement between the service provider and the client. The Dutch court has jurisdiction.
Article 24 Intellectual Property
Unless parties have agreed otherwise in writing, the service provider retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, maquettes, etc.
The aforementioned intellectual property rights may not be copied, shown to third parties, provided or otherwise used without the written consent of the service provider.
The client undertakes to keep confidential the confidential information provided by the service provider to him. Confidential information shall include, in any case, what is covered by this article, as well as business data. The client undertakes to impose a written duty of confidentiality on its employees and/or third parties involved in the execution of this agreement in line with the scope of this provision.
Article 25 Confidentiality
Each of the parties shall keep confidential all information he receives (in any form whatsoever) from the other party and all other information concerning the other party of which he knows or can reasonably suspect is secret or confidential, or information that he can expect the dissemination thereof to cause harm to the other party, and shall take all necessary measures to ensure that his personnel also keep such information confidential.
The duty of confidentiality mentioned in the first paragraph of this article does not apply to information:
a. that was already public at the time the recipient received this information or subsequently became public without a breach by the receiving party of a duty of confidentiality incumbent upon him;
Chamber of Commerce (KVK): 83675922
b. of which the receiving party can prove that this information was already in his possession at the time it was provided by the other party;
c. that the receiving party received from a third party who was authorized to provide this information to the receiving party
d. that the receiving party discloses publicly based on a legal obligation.
The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.
Article 26 Penalty for Confidentiality
If the client violates the article on confidentiality in these general terms and conditions, the client shall forfeit a immediately payable penalty of € 10,000.00 for each violation for the benefit of the service provider, in addition to an amount of € 250.00 for each day that the violation continues. This applies regardless of whether the violation can be attributed to the client. Moreover, no prior notice of default or judicial procedure is required for the imposition of this penalty. Also, there does not need to be any form of damage.
The imposition of the penalty referred to in the first paragraph of this article does not prejudice the other rights of the service provider, including its right to claim damages in addition to the penalty.
Article 27 Non-Hiring of Personnel
The client shall not hire employees of the service provider (or of companies to which the service provider has appealed for the execution of this agreement and who have been or were involved in the execution of the agreement). Nor shall he allow them to work for him in any other way, whether directly or indirectly. This prohibition applies during the term of the agreement and for a period of one year after its termination. One exception applies to this prohibition: the parties may agree otherwise in good business consultation with each other. These agreements shall apply to the extent that they are laid down in writing.
Article 28 Dispute Resolution
All disputes arising from this agreement shall be exclusively submitted to the competent court.