Terms and conditions of Increase-da.com
Increase-da.com is a website of Xiberr B.V.
Groenstraat 27, 4841 BA Prinsenbeek, NETHERLANDS
088 440 2955
KvK nr: 75289997
In the general terms and conditions, the following definitions apply:
- Client: the party that gives the order.
- Contractor: the party that carries out the assignment, see above. – Working days: every day with the exception of Saturdays, Sundays, January 1, Easter, Ascension Day, Pentecost, Christmas, the days that are or will be proclaimed by the Government as national holidays and the day on which the birthday of H.M. the Queen is officially celebrated.
- Days: 5 days a week maximum.
- Assignment or Agreement: the assignment agreement on the basis of which the Contractor undertakes to perform work for the Client against payment of fee and costs.
The provisions of Articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code do not apply.
These general terms and conditions apply to all quotations, offers, delivery of services and goods of the Contractor as well as to the formation, content and performance of agreements concluded with the Contractor. Agreements and changes and / or additions to these agreements and to these general terms and conditions must be confirmed by the Contractor.
Additional and / or deviating terms and conditions of the Client do not bind the Contractor unless they are written by the The Contractor has been accepted, whereby the general terms and conditions of the Contractor remain applicable in all other respects.
All offers are without obligation and non-binding, unless stated in writing. If any clause of these general terms and conditions is destroyed, or otherwise loses its validity, this does not affect the validity of the other clauses.
The Contractor reserves the right to change these general terms and conditions in their entirety or in certain parts or for certain items or Clients.
1 – OFFERS
All offers, where not expressly stated to the contrary, are considered as non-binding offers for a maximum of 14 days.
2 – REALIZATION OF THE AGREEMENT
2.1 The Agreement is formed by these general terms and conditions together with the order confirmation and is concluded when the order confirmation is received digitally by the Contractor.
2.2 The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, made in writing or orally.
2.3 The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or scope of the Assignment granted that it has been entered into for a specified period.
2.4 Every agreement concluded between the Client and the Contractor is fully binding for both parties, unless the Contractor notifies the Client in writing, with reasons, within 14 days after the conclusion of the agreement, that it is dissolving the agreement
3. PERFORMANCE OF THE ORDER – COOPERATION BY THE CLIENT
3.1 The Client must ensure that all data and documents that the Contractor considers necessary for the correct and timely execution of the Assignment are made available to the Contractor in a timely manner and in the form and manner desired by the Contractor.
3.2 The Client must ensure that the Contractor is immediately informed of facts and circumstances that may be important in connection with the correct execution of the assignment.
3.3 Unless the nature of the Assignment dictates otherwise, the Client is responsible for the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate through or from third parties.
3.4 The Client is obliged to ensure continuity, among other things by means of adequate back-up, security and virus control procedures.
3.5 Unless the nature of the Assignment dictates otherwise, the Client will deploy or have deployed the personnel deemed necessary by the Contractor in order to enable the Contractor to perform the work. If specific personnel is required, this will be agreed and recorded in the order confirmation. The client must ensure that its personnel have the right skills and experience to be able to perform the work.
3.6 The extra costs and extra fees resulting from the delay in the execution of the Assignment, arising from the non-availability, late or improper provision of the requested data, documents, facilities and / or personnel are for the account of the Client.
3.7 If the client does not fulfill its obligations, the Contractor is in any case entitled to suspend the performance of the agreement and the Contractor has the right to charge the costs incurred as a result according to its usual rates.
4.1 With regard to the intended activities, there is a best efforts obligation on the part of the Contractor, unless explicitly stated otherwise. The Contractor cannot guarantee that the Client will gain more customers or increase the Client’s turnover through its activities.
4.2 The Contractor determines the manner in which and by which employee or third party(s) the Assignment is carried out, but takes into account the requirements stated by the Client as much as possible.
4.3 The Contractor can first perform and charge the Client for more work than for which the Assignment has been issued, if the Client has given permission for this in advance. However, if the Contractor is obliged by virtue of his (legal) duty of care to perform additional work, he is entitled to charge this to the Client, even if the Client has not explicitly given its prior consent for the performance of the additional work..
4.4 The Contractor will keep a work file with regard to the Assignment containing copies of relevant documents, which is the property of the Contractor.
4.5 Contractor shall have the right to use third parties in performance of its obligations and Services and for purposes of the Agreement.
5 – INTELLECTUAL AND INDUSTRIAL PROPERTY
5.1 The Contractor reserves all intellectual property rights relating to products of the mind which it uses or has used and/or develops and/or has developed in the context of the execution of the Order, and in respect of which it holds or can enforce copyrights or other intellectual property rights.
5.2 The Client is expressly forbidden to reproduce, disclose or exploit these products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual property products of Provider, in the broadest sense of the word, with or without the involvement of third parties. Reproduction and/or publication and/or exploitation shall only be permitted after written permission has been obtained from Octrooibureau Novopatent. The Client has the right to reproduce the written documents for use within its own organisation, insofar as appropriate within the purpose of the Assignment. In the event of premature termination of the Assignment, the foregoing shall apply mutatis mutandis.
5.3 The risk of loss of or damage to the goods that are the subject of the Agreement shall pass to the Client at the moment they are placed at the actual disposal of the Client or of an auxiliary person used by the Client.
5.4 Intellectual property rights, which arise from a consultancy agreement, will only accrue to Client after all claims of Contractor against Client have been paid.
6 – HONORARY
6.1 If after the conclusion of the Agreement, but before the entire Order has been executed, rate determining factors such as wages and/or prices change, M&A shall be entitled to adjust the previously agreed rate accordingly.
6..2 The fee of M&A is exclusive of expenses of M&A and exclusive of invoices of third parties engaged by M&A.
6.3 All rates are exclusive of turnover tax and other levies which (may) be imposed by the government.
6.4 Contractor is entitled to implement any changes in price levels, for example by changes in the sales prices of its suppliers, freight rates, the exchange rates of foreign currencies, import and export duties and equivalent levies, insurance costs, wage costs, social security charges, packaging costs, taxes and other price-determining factors, in the price to be paid by Principal.
6.5 The Contractor is entitled to adjust the agreed prices and rates, after consultation with the Client and stating the reason. The Principal will be entitled to submit the correctness of the reason(s) stated by the Contracted Party to a neutral disputes committee to be proposed by the Contracted Party. This dispute committee will be binding and conclusive in this respect.
6.6 For agreements with a term of more than one year, prices and rates may be changed annually by Provider.
7 – COMPLAINTS
7.1 Complaints relating to the work performed and/or the invoice amount must be made known to Provider in writing within 14 working days of the date of dispatch of the documents or information about which the Principal is complaining, or within 14 working days of the discovery of the defect.
7.2 Complaints as referred to in the first paragraph do not suspend the payment obligation of the Client. Principal shall under no circumstances be entitled to postpone or refuse payment for other services provided by Provider to which the complaint does not relate on the basis of a complaint regarding a particular service.
7.3 In the event of a justified complaint, the Client will have the choice between adjusting the fee charged, rectifying or re-performing the rejected work free of charge, or not (or no longer) performing the Assignment in whole or in part in exchange for restitution in proportion to the fee already paid by the Client.
8 – DELIVERY TIME
8.1 If Principal owes an advance payment or is required to make information and/or materials available for the performance of the work, the period within which the work must be completed shall not commence until the payment has been received in full by Provider or the information and/or materials have been made available in full to Provider.
8.2 As the duration of the Assignment may be affected by all kinds of factors, such as the quality of the information provided by Principal and the cooperation provided, the periods within which the work must be completed shall only be regarded as firm dates if this has been expressly agreed in writing.
8.3 Unless it has been established that performance is permanently impossible, the Agreement cannot be dissolved by the Client on account of a failure to meet the deadline, unless the Contractor also fails to perform the Agreement, or fails to perform it in full, within a reasonable period that has been notified to the Contractor in writing after the expiry of the agreed delivery period. Dissolution will then be permitted in accordance with Section 265 of Book 6 of the Dutch Civil Code.
8.4 Exceeding an agreed delivery period, for whatever reason, does not entitle the Client to compensation, or non-performance and/or suspension of its obligations towards the Contractor. If it is unforeseeable that the delivery period will be exceeded, however, Provider is obliged to report this to Principal and to consult with her on the consequences of the exceeding as well as on the further progress. This applies in particular if interim changes have been made or if the Client has been involved in the project in a special way.
9 – LIABILITY
9.1 Contractor will perform its work to the best of its ability and thereby the care that can be expected of Contractor. Even if an error is made the contractor is not liable for the direct resulting damage.
9.2 Contractor shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, damages due to business stagnation, costs resulting from conviction in legal costs, interest and / or delay damages, damage as a result of providing inadequate cooperation and / or information of the Client, and / or damage due to non-binding information or advice provided by Contractor, the content of which is not expressly part of the written agreement.
9.3 The limitation of liability laid down in paragraph 1 and 2 of this article is also stipulated for the benefit of third parties engaged by Contractor for the performance of the Order.
10 – INTERNET USAGE
During the execution of the Order, the Principal and the Provider will be able to communicate with each other by means of electronic mail at the request of one of them. Both Provider and Principal acknowledge that the use of electronic mail involves risks such as – but not limited to – distortion, delay and virus. The Principal and the Contracted Party hereby establish that they will not be liable to each other for any loss or damage that may arise for one or all of them as a result of the use of electronic mail. In case of doubt concerning the correctness of the email received by Principal or Provider, the content of the email sent by the sender shall be decisive.
11 – EXPIRATION DATE
Insofar as the Agreement does not provide otherwise, rights of action and other powers of the Client for whatever reason vis-à-vis the Contracted Party will in any event lapse after the expiry of one year from the moment an event occurs that the Client can exercise these rights and/or powers vis-à-vis the Contracted Party.
12 – APPLICABLE LAW AND CHOICE OF FORUM
12.1 All Agreements between Principal and Contractor are governed by Dutch law.
12.2 With respect to all disputes arising from this Agreement, the court of the Contractor’s place of residence shall have jurisdiction, unless another court has mandatory legal jurisdiction on the grounds of the law.
13 – FORCE MAJEURE
13.1 Force majeure is understood to mean any cause leading to the failure to perform which is not due to the shaking of the Contractor nor for his account. In the event that the performance of the Agreement is prevented as a result of force majeure, each of the parties will be entitled to dissolve the Agreement in whole or in part without judicial intervention, without the Contractor being obliged to pay any compensation.
13.2 Contrary to the above, in case of temporary impediment to the performance of the Agreement as a result of force majeure, the Contractor is authorized to suspend the performance of the obligations under the Agreement for the duration of the impediment, The Client is then joined to dissolve the Agreement, if in reasonableness, given the circumstances of the case, it cannot be required to wait for the dissolution of the (cause of the) impediment. Such dissolution does not entitle the Client to compensation.
14 – DISPUTES
14.1 A dispute is present when one of the parties declares that this is the case.
14.2 If mediation by the Disputes Committee does not lead to settlement of the dispute, or if the Disputes Committee has not mediated, the dispute will be submitted to the Foundation for Dispute Resolution for Automation in The Hague. The opinion of this Foundation shall be binding.