Article 1: General provisions
1.1 The user of these general terms and conditions is Beyond Solutions and its subsidiaries and business divisions (hereinafter referred to as “User”), operating in the Netherlands and other countries, each registered with the respective local trade registers.
Article 2: Definitions
In these General Terms and Conditions, the terms and expressions used below are defined as follows:
2.1 “Service Provider”: Beyond Solutions,including its subsidiaries and business divisions operating under various trade names.
2.2 “Client”: the (legal) person who has placed an order with the Service Provider.
2.3 “Parties”: Service Provider and Client
2.4 “Activities”: all Service Provider activities that have been or will be initiated on behalf of and/or for the benefit of the Client.
2.5 “Service(s)”: the agreement between the Service Provider and Client on the basis of which the Service Provider carries out its work.
2.6 “Fee”: the costs charged by the Service Provider for the services provided or to be provided.
2.7 “Complaint”: any negative response from Client about the performance of a Service.
Article 3: Applicability of these conditions
3.1 Unless otherwise agreed in writing between Service Provider and Client, these General Terms and Conditions apply to the activities of Service Provider and to all related offers, quotations, Services and agreements.
3.2 These General Terms and Conditions also apply to any additional Services and follow-up orders from Service Provider.
3.3 Deviations from these General Terms and Conditions are only valid if expressly agreed and recorded in writing by the Service Provider. Such deviations only apply to the relevant Service and no rights can be derived from them with regard to subsequent agreements and Services.
3.4 The applicability of the Client’s General Terms and Conditions, regardless of their name, is hereby expressly rejected.
Article 4: Conclusion of the agreement
4.1 The agreement between Service Provider and Client is considered valid as soon as Client has signed the service confirmation or as soon as Service Provider has started carrying out its work for Client.
4.2 The Service Provider may engage external parties to implement part of the Service or the entire Service. Service Provider is not liable to Client for any professional errors or other actions of these external parties that could cause damage to Client.
4.3 The obligation between the Parties entails an obligation of best efforts for the Service Provider and emphatically not an obligation of results. A Service is performed by the Service Provider to the best of its ability and with the care that can be expected of the Service Provider.
Article 5: Quotations, payment and Complaints
5.1 Unless expressly stated otherwise in a written quotation, all quotations and quotations from Service Provider are entirely without obligation. All amounts stated are in Euros, excluding VAT and excluding the costs of an external party.
5.2 Unless the quotation states otherwise, Client must pay invoices within 14 days after the invoice date, without any discount, settlement or suspension, into a bank account designated by the Service Provider. After this period has expired, Client is in default without any notice of default being required.
5.3 If the Client does not pay within the payment term as described in Article 5.2, the Service Provider is entitled to default interest of 1% per month from the due date, calculated on the outstanding invoice amount, with each part of the month being considered as a full month.
5.4 All costs, both judicial and extrajudicial, that the Service Provider incurs to obtain payment of the amount due will be borne by Client. These costs are set at a minimum of 15% of the amount to be claimed. If the Service Provider demonstrates that it has incurred higher costs that were necessary, these additional costs are also eligible for reimbursement by Client.
5.5 Any Complaints about the work performed by the Service Provider must be reported to the Service Provider in writing within 14 days after the event to which the Complaint relates has been or could have been detected. After this period has expired, it is assumed that Client waives any rights that could accrue to them.
Article 6: Method and implementation of the Service
6.1 The content of the Service is determined in consultation and cooperation with Client.
6.2 Service Provider will perform the Service to the best of its knowledge and ability. The accuracy of the information and data provided by Client is assumed by the Service Provider.
6.3 Any terms stated in the Service are indicative and cannot be regarded as a deadline.
6.4 Service Provider will provide services as agreed with Client, as described in the Service.
6.5 Services that are not expressly included in the Service are not the responsibility of Service Provider.
6.6 Client will do (or refrain from doing) everything necessary to enable Service Provider to carry out the work.
6.7 If either party wishes to change the scope or performance of the Service, it shall submit details of the requested change to the other party in writing. The requested party shall, within a reasonable time after such request, provide a written estimate to the other party.
Article 7: Obligations of Client
7.1 The Client ensures that all information that the Service Provider determines, or of which the Client should understand, is necessary for the performance of the Service, is provided to the Service Provider in a timely manner.
7.2 If the information referred to in the previous paragraph and required for the performance of the Service has not been provided to the Service Provider in a timely manner, the Service Provider reserves the right to suspend the performance of the Service and/or to incur the additional costs resulting from to charge Client for this delay according to the prevailing rates.
7.3 The Client will respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably
necessary for Service Provider to perform Services in accordance with the requirements of this Agreement.
Article 8: Duration and termination of the Service
8.1 Service Provider reserves the right to terminate the Service in writing at any time, upon reasonable notice. In the event of premature termination of the Service, the Client is obliged to pay the Service Provider for the part of the Fee that corresponds to the phase in which the performance of the Service is at that time, as agreed in the order confirmation. The costs for services that have already been performed by Service Provider and can no longer be canceled on the date of written termination of the Service will be borne by the Client and will be invoiced to them. In the event of early termination of the Service, the Service Provider will also charge Client a fine equal to 25% of the total value of the Service in addition to the invoice for the work already performed.
8.2 Fundamental changes to the original description by Client are tantamount to terminating the Service. In that case, the Service Provider can terminate the Service and Client owes the agreed Fee to the Service Provider.
8.3 Service Provider reserves the right to immediately terminate the agreement if Client does not cooperate sufficiently in the performance of the Service. In this case, the Service Provider is entitled to charge the agreed Fee to the Client in accordance with Article 10.1. Service Provider also has the right to immediately terminate the Service if compliance with this can no longer reasonably be expected of it. In all cases, the Service Provider is not liable for the consequences of its premature termination of the Service, nor is Client entitled to a refund of amounts already invoiced.
Article 9: Collection and suspension of work in the event of default
9.1 In the event that Client is in default of full payment of the amounts invoiced to Client by the Service Provider, the Client will also owe the Service Provider extrajudicial costs and statutory commercial interest in addition to the invoice.
9.2 If the Client is in default of payment of what is owed by him, the Service Provider has the option in addition to the option of art. 9.1 the right to suspend his work for Client. Service Provider accepts no liability for any damage suffered by Client as a result of a suspension of the work referred to in this paragraph.
Article 10: Fee
10.1 As soon as the agreement between Service Provider and Client has been concluded, Client is obliged to pay the Fee stated in the order confirmation in the manner indicated in the order confirmation.
10.2 All costs incurred by the Service Provider, other than those stated in the order confirmation, will be borne by Client.
10.3 The Fee due will be announced on the basis of the hourly rate agreed for the relevant Service. The applicable hourly rate will be confirmed in writing upon acceptance of the Service or recorded in the agreement signed by the Client.
10.4 If the Service Provider has recently performed work for Client, the fixed Fee previously agreed between the parties applies, unless otherwise agreed.
Article 11: Liability
11.1 Client is liable for all damage to the Service Provider that is the result of any negligence on the part of Client in the fulfillment of its obligations arising from the Service.
11.2 Service Provider is only liable to Client for damage that directly results from an attributable shortcoming in the performance of the agreement by Service Provider.
11.3 If the liability of Service Provider, as described in Article 11.2, is established, this liability is limited to an amount of a maximum of 50% of the Fee that Service Provider has received from the Client for that specific Service and/or agreement.
11.5 Client indemnifies the Service Provider against any claims from third parties relating to the Service and/or the agreement with Client.
11.6 Client is a legal entity. In that capacity, the Client is a professional party and that party can be expected that, in addition to the advice of the Service Provider, it has also conducted its own research and tested the legal consequences of the advice of the Service Provider against its own research. All advice from Service Provider is deemed to result from the agreement between the Parties on the steps to be taken.
11.7 Service Provider is neither responsible nor liable to Client for errors made by external parties, whether or not engaged by Service Provider for the performance of the Service.
11.8 Service Provider is neither responsible nor liable to Client in the event of (delay) damage as a result of Force Majeure. Force Majeure is defined as an unforeseen circumstance that the Service Provider could not have foreseen when entering into the Service. Government measures, a changing economic situation, a natural disaster, a terrorist attack and other unforeseen situations also result in Force Majeure.
Article 12: Confidential information
12.1 Both Service Provider and Client must treat confidential information that they obtain in the context of their Service with care.
12.2 The Client undertakes to maintain strict confidentiality regarding all matters of the Service Provider that are known to him in connection with the Service.
12.3 The same applies to all other information regarding the Service Provider that Client knows or can reasonably suspect to be secret or confidential, or of which he can expect that its distribution could cause damage.
12.4 The Client will take all necessary measures to ensure that he keeps the information in the aforementioned paragraphs confidential.
12.5 In the event of a violation of the confidentiality obligation in this article, the Client must pay the Service Provider an immediately payable fixed fine of EUR 5000 per violation and a fine of EUR 500 for each day that the Client is in violation.
12.6 This obligation of confidentiality applies for the duration of the agreement and for a period of 1 year after its expiry.
Article 13: Consequences of nullity or voidability
13.1 If part of the agreement is void or voidable, this will not affect the other provisions in the General Terms and Conditions. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what the Service Provider had in mind on that point when concluding the agreement.
Article 14: Applicable law and disputes
14.1 The law of the Netherlands applies exclusively to the legal relationship of the Parties.
14.2 In the event of disputes between the Parties, both will endeavor to resolve the dispute, as far as possible, in good consultation.
14.3 If disputes relating to the Service or its implementation cannot be settled amicably, they will be submitted exclusively to the competent court of Rotterdam, the Netherlands.