Article 1. Definitions
Contractor: Dubi Partners registered with the Chamber of Commerce under number 65263669.
`Client: the natural or legal person on whose behalf services are provided and/or work is performed and/or goods are delivered.
Agreement: the agreement concluded between the Contractor and the Client with regard to the provision of services and/or the performance of work and/or the delivery of goods.
Article 2. General
The Agreement is formed by these general terms and conditions together with the order confirmation signed by the Client and the Contractor.
These general terms and conditions apply to every offer, quotation and Agreement between the Contractor and the Client, insofar as the parties have not expressly deviated from these terms and conditions.
The applicability of any purchase and/or other conditions of the Client is expressly rejected.
If at any time one or more provisions of these general terms and conditions are wholly or partially annulled or declared invalid by the court, this will not affect the effect of the other provisions.
Article 3. Quotations and offers
All quotations and offers from the Contractor are without obligation, unless a term for acceptance has been set in the quotation or offer. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer.
Quotations from the Contractor are based on the information provided by the Client. The Client guarantees that he/she has provided the Contractor with all essential information for the design, execution and completion of the assignment in a timely and truthful manner.
The Contractor cannot be held to a quotation or offer if the Client can reasonably understand that (a part of) the quotation and offer contains an obvious mistake or error.
A composite quotation and offer does not oblige the Contractor to perform part of the quotation and offer for a corresponding part of the stated price.
Quotations and offers do not automatically apply to future orders.
Article 4. Prices
All prices are in euros, exclusive of VAT. and other government levies as well as any costs to be incurred in the context of the Agreement, such as travel and other costs and expenses, including but not limited to invoices from third parties engaged. The aforementioned costs are for the account of the Client.
If the Contractor agrees a fixed price with the Client, the Contractor is entitled to increase this price, without the Client being entitled to dissolve the Agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or is caused by an increase in cost-determining factors such as the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
If the price increase, other than as a result of an amendment to the Agreement, exceeds 10%, the Client has the right to cancel the Agreement, provided this is done in writing within 14 days of receipt of the adjusted price, unless the Contractor is still prepared to cancel the Agreement. Agreement to be performed on the basis of what was originally agreed, the price increase arises from an authority or an obligation resting on the Contractor under the law or if it has been stipulated that delivery will take place longer than three months after the Agreement.
A cancellation as stated in the previous paragraph does not entitle the Client to compensation for any damage. In the event that the Client cancels the Agreement, the Contractor is entitled to charge the Client for costs already incurred.
Article 5. Agreement
The Agreement shall be deemed to have been concluded from the date of signature by the Contractor, or the day of dispatch of the written order confirmation by the Contractor to the Client, respectively.
The Agreement is entered into for an indefinite period, unless it follows from the content, nature or purport of the Agreement that it has been entered into for a definite period.
Article 6. Performance of the Agreement
The Contractor will observe the care of a good Contractor in the performance of his/her work.
The Contractor undertakes a best-efforts obligation with the Agreement and therefore does not give any guarantee regarding the results of the assignment, unless expressly provided otherwise.
The Contractor has the right, insofar as this is required for proper performance of the Agreement, to have the Agreement partially performed by third parties. The Contractor will only do this after consultation with the Client.
The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If a term has been agreed within the term of the assignment for the completion of certain activities, this is never a strict deadline for the Contractor. If the execution term is exceeded, the Client must give the Contractor written notice of default.
Article 7. Change in the assignment
Changes to the Agreement by the Client that could not be foreseen by the Contractor and cause additional work, will be charged by the Contractor to the Client in accordance with the rate agreed in the Agreement. There is also additional work if, as a result of the provision of incorrect or incomplete information by the Client, the Contractor has to organize the planned work again. The Contractor is entitled to charge the costs for additional work to the Client on the basis of subsequent calculation.
Changes in the execution of the Agreement still required by the Client after the assignment has been issued must be notified to the Contractor in a timely manner and in writing. An amendment or supplement to the Agreement only applies if it has been accepted by both the Contractor and the Client (preferably in writing).
Changes made to an order that has already been issued may result in the Contractor exceeding the originally agreed delivery time.
Article 8. Client’s cooperation
The Client will always, solicited and unsolicited, provide the Contractor with all relevant information that he/she needs for the correct execution of the assignment given to him/her.
If the information necessary for the execution of the agreed assignment has not been made available by the Client, has not been made available on time or has not been made available in accordance with the agreements made, or if the Client has not fulfilled his/her (information) obligations in any other way, the Contractor is authorized to to suspend the execution of the Agreement.
In order for the execution of the assignment to proceed properly and as far as possible according to the time schedule, the Client will make employees of his/her own organization available in a timely manner, unless the nature of the assignment dictates otherwise. The Client must ensure that his/her staff has the correct skills and experience to be able to perform the work.
If and insofar as the Contractor so requests, the Client will provide the Contractor with its own workspace at his/her location, free of charge, with a telephone connection and, if desired, a fax and/or data network connection, unless the nature of the assignment dictates otherwise.
If additional costs arise for the Contractor as a result of the Contractor not, not timely or not properly making personnel, requested data, documents and facilities available, these costs will be borne by the Client.
Article 9. Delivery or completion
The Client is obliged to take delivery of the goods the moment they are made available to him/her. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Contractor is entitled to store the goods at the expense and risk of the Client.
The Contractor is entitled to perform the Agreement in different phases and to invoice the part thus performed separately.
The client is obliged to inspect the delivered goods (or have them examined) immediately after the goods have been made available to him/her.
The risk of loss, damage or depreciation is transferred to the Client at the time when goods are delivered to the Client or third parties engaged by it.
Article 10. Retention of title
All goods delivered by the Contractor remain the property of the Contractor until the Client has fulfilled his/her (payment) obligations towards the Contractor.
Items subject to retention of title may not be resold and may not be used as a means of payment. The Client is also not authorized to pledge or in any other way encumber the items subject to retention of title.
Article 11. Termination
Both parties may terminate the Agreement early in writing at any time with due observance of a notice period of 30 days, unless the parties have agreed otherwise. The termination period will initiate imidiatly at the moment that the written termination has send.
If the Client proceeds to premature termination, the Contractor is entitled to compensation due to the loss of capacity that has arisen and can be demonstrated, whereby the average monthly invoice amount up to that point is used as the starting point, unless the termination is based on facts and circumstances that the Contractor is entitled to. are attributable. The provisional results of the work performed up to that point will be made available to the Client subject to change.
In the event that one of the parties becomes bankrupt, applies for a moratorium or ceases operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
In the event of premature termination by the Contractor, the Client is entitled to cooperation from the Contractor with regard to the transfer of work still to be performed to third parties. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client.
Article 12. Dissolution and/or suspension power
The Contractor is authorized to suspend the fulfillment of its obligations or to dissolve the Agreement if:
The Client does not fulfill the obligations under the Agreement, not fully or not in time, or the Contractor has good reason to fear that the Client will fail to meet those obligations;
When concluding the Agreement, the Client was requested to provide security for the fulfillment of his/her obligations under the Agreement and this security is not provided or is insufficient;
there is a question of (an application for) liquidation of the Client, the Client has been granted a moratorium, the Client has been declared bankrupt, the Natural Persons Debt Rescheduling Act has been declared applicable to the Client or the Client is placed under guardianship, the Client has free disposal loses all or part of his/her assets or income, the Client sells his/her company or if attachment is levied at the expense of the Client and this attachment is not lifted within 3 months.
The Contractor is furthermore authorized to dissolve the Agreement if circumstances arise of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of the Contractor. .
If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate damage or costs incurred in any way.
If the Contractor proceeds to dissolve the Agreement, the Contractor’s claims against the Client are immediately due and payable.
If the dissolution is attributable to the Client or if the Contractor has to suspend the performance of the Agreement as stated in this article and/or under Article 8.2 of these general terms and conditions, the Client is obliged to compensate the Contractor for the direct and indirect damage and costs incurred as a result. .
The Contractor may at all times require further security, failing which the Contractor may suspend the performance of the Agreement. If this requirement is not complied with to the satisfaction of the Contractor, the Contractor is entitled to suspend or refuse the execution of all Agreements with the Client, without being obliged to pay any compensation and without even waiving his/her other rights under this Agreement or the law.
Article 13. Payment conditions
Payment is made within 30 days of the invoice date in a manner to be indicated by the Contractor in euros, unless expressly agreed otherwise.
If the Client fails to pay on time, he/she will be in default by operation of law and the Client will owe statutory (commercial) interest. The Client will then owe interest on each month or part of the month, whereby part of the month is considered to be the entire month. The interest on the amount due will be calculated from the moment that the Client is in default until the moment of payment of the full amount owed.
From the moment that the Client is in default, the Client is also obliged to reimburse all (extra)judicial costs and execution costs to be incurred in connection with the collection of the invoiced amounts. The extrajudicial costs are set at 15% of the principal sum, with a minimum of € 100.00 excluding VAT, unless the law provides otherwise.
Payments shall first of all serve to reduce costs, then to reduce accrued interest, and finally to reduce principal and accrued interest.
The Contractor may, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contractor may refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
Complaints regarding the amount of the invoice must be submitted in writing within 8 days of the invoice date. After this period, complaints will no longer be processed and the Client’s right to complaints will lapse. The Client is never entitled to set off the amount owed by it/him to the Contractor.
Article 14. Complaints and research
If the Client does not make a written complaint to the Contractor within 8 days after he/she has discovered or should have discovered a defect in the performance of the Contractor, the Client can no longer invoke this defect.
The Client has no right to suspend his/her (payment) obligations if the Client believes it has any right of complaint.
The Client must give the Contractor the opportunity to investigate a complaint or have it investigated.
In the event of well-founded and timely complaints, the Contractor will, at its discretion, either repair or replace the delivered goods against return of the originally delivered goods, or pay a replacement fee for this to the Client or credit a proportionate part of the invoice.
If it is established that a complaint is unfounded, the costs incurred by the Contractor in this regard will be borne in full by the Client.
Article 15. Force majeure
If the Contractor is unable to fulfill his/her obligations under the Agreement, or cannot fulfill them on time or properly, as a result of a cause not attributable to him/her, those obligations will be suspended until the moment that the Contractor is still able to fulfill them in the agreed manner. . Force majeure is in any case understood to mean illness on the part of the Contractor.
If the period in which fulfillment of the Contractor’s obligations is not possible due to force majeure lasts longer than two months, the parties are entitled to dissolve the Agreement without any right of the Client to compensation. What has already been performed pursuant to the Agreement will then be settled proportionately.
Article 16. Liability
The Contractor is not liable for damage, of whatever nature, caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
If the Contractor should be liable for any damage, the Contractor’s liability is limited to a maximum of the invoice amount, at least to that part of the amount to which the liability relates.
The Contractor’s liability is in any case always limited to the amount paid out by his/her insurer, where appropriate. The Contractor is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs incurred in 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 fulfill the Contractor’s defective performance of the agreement. insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
The Contractor is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his/her subordinates.
Article 17. Confidentiality
The Client and the Contractor undertake to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been reported by the other party or if this results from the nature of the information.
If the Contractor is obliged on the basis of a statutory provision or a court decision to also provide confidential information to third parties designated by the law or the competent court and the Contractor cannot invoke a right of non-disclosure in this regard, the Contractor is not obliged to pay compensation or indemnification. and the Client is not entitled to dissolve the assignment on the basis of any damage caused by this.
The Client and the Contractor will impose their obligations under this article on any third parties to be engaged by them.
Article 18. Processing Personal Data
Insofar as personal data of a counterparty are processed when performing work in the context of the services provided by Dubi Partners, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Regulation. Dubi Partners refers to the Privacy Statement on the website for further information.
In addition to the preceding paragraph 1, Dubi Partners notes that appropriate technical and organizational measures will be taken to protect the personal data processed by the other party against loss or any other form of unlawful processing, taking into account the current state of the art. technique and the nature of the processing.
Article 19. Intellectual property
All models, works and/or inventions developed by the Contractor for the Client are and remain the property of the Contractor. This also includes all intellectual property rights, including but not limited to copyrights, design rights and/or patent rights.
All documents provided by the Contractor on behalf of the Client, such as reports, computer programs, system designs, working methods, advice and contracts, can be used by the Client and can be multiplied by the Client for its own use in its own organization. Documents provided by the Contractor may not be made public, multiplied or exploited or made known to third parties by the Client without the prior written consent of the Contractor, unless the nature of the documents provided dictates otherwise.
Article 20. Third-party indemnification
The Client indemnifies the Contractor against possible claims from third parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to someone other than the Contractor.
The Client is obliged to assist the Contractor both in and out of court if the Contractor is addressed on the basis of the first paragraph of this article and to immediately do everything that may be expected of him/her in that case. If the Client fails to take adequate measures, the Contractor is entitled to do so itself without notice of default. All costs and damage on the part of the Contractor and third parties arising as a result will be entirely at the expense and risk of the Client.
Article 21. Expiration period
Contrary to the statutory limitation periods, the limitation period for all claims and defenses of the Client against the Contractor is one year.
Article 22. Contract takeover
The Client is not entitled to transfer any obligation under the Agreement to third parties without the Contractor’s written permission. Insofar as the Contractor has already given written permission for a contract takeover, the Client will at all times remain liable in addition to this third party for the obligations under the Agreement of which these general terms and conditions form part.
Furthermore, insofar as the Contractor has already given written permission for a contract takeover, the Client must inform the Contractor of this in advance and the Contractor has the right to terminate the Agreement by the date on which the transfer will take place. The Contractor is not obliged to pay any compensation in this regard.
Article 23. Applicable law
All Agreements between the Contractor and the Client are exclusively governed by Dutch law.
The applicability of the Vienna Sales Convention is excluded.
Without prejudice to the Contractor’s right to submit a dispute to the legally competent court, disputes between the parties will in the first instance be submitted to the competent court in the Contractor’s place of business, unless the law prescribes otherwise.