General delivery conditions
Filed with the Chamber of Commerce in Rotterdam under number 24388902 and on the internet via www.voorwaarden.net
0. Definitions
In these general terms and conditions of delivery the following definitions apply:
Client: the natural person / legal entity reseller who, acting in the exercise of his profession or business, contacts IT creation bv about purchasing goods and/or services.
IT creation bv: the legal entity registered with the trade register of the Chamber of Commerce and Industry in Utrecht under number 24388902.
1. General Terms and Conditions, offer and agreement
1.1 These General Terms and Conditions apply to all offers, legal relationships and agreements whereby IT creation bv supplies goods and/or services of any nature to the Client.
1.2 An agreement within the meaning of these General Terms and Conditions is understood to mean any agreement, oral or written, that is concluded between IT creation bv and the Client, as well as any amendment or addition thereto.
1.3 Deviations from and additions to these General Terms and Conditions are only valid if they have been expressly agreed in writing.
1.4 All offers and other statements from IT creation bv are without obligation, unless IT creation bv expressly indicates otherwise in writing.
1.5 The Client guarantees the accuracy and completeness of the requirements and performance specifications provided by or on behalf of him to IT creation bv and all data on which IT creation bv bases its offer.
1.6 The parties also declare these general terms and conditions applicable to agreements previously concluded or to be concluded between them.
1.7 The applicability of purchasing or other conditions of the Client is expressly rejected.
1.8 If any provision of these General Terms and Conditions is void or annulled, the other provisions of these General Terms and Conditions will remain in full force and effect.
2. Price, payment and additional work
2.1 Unless stated otherwise, all prices are in Euros and exclusive of sales tax (VAT) and other levies imposed by the government.
2.2 In the absence of a specific regulation, IT creation bv is entitled to adjust its prices and rates annually as of January 1.
2.3 In the absence of a specific arrangement, the Client will pay invoices within fourteen days of the invoice date. The Client is not entitled to set off or suspend a payment.
2.4 If the Client does not pay the amounts due on time, the Client will owe interest of 1,5% per month from the due date, without notice or notice of default. In the event that the Client fails to pay the claim after a reminder or notice of default, IT creation bv is entitled to charge the Client for all (extra)judicial costs incurred in connection with the collection of the amounts then due. The extrajudicial costs amount to 15% of the principal amount due, with a minimum of € 250.
2.5 Additional work is considered to be anything performed by IT creation bv in consultation with the Client, whether or not recorded in writing, during the execution of the Agreement in addition to the work expressly recorded in the order confirmation. Additional work also includes necessary adjustments and/or changes to work already performed that are deemed necessary by IT creation bv as a result of changes agreed during the execution in the approach, working method, scope and duration of the assignment.
3. Confidential information, non-access and privacy
3.1 All information provided by one of the parties to the other party, which the other party knows or should reasonably know is of a confidential nature, which in any case should be understood to mean all products made available by IT creation bv to the Client as referred to in Articles 6.1 and 7.1, is considered confidential information. The party receiving confidential information will only use this information for the purpose for which it was provided.
3.2 IT creation bv undertakes to take the measures reasonably required of it to ensure confidentiality of confidential information received by it or its employees from the Client. IT creation bv will observe reasonable instructions from the Client in this regard.
3.3 Neither party will, without the consent of the other party, employ employees of the other party who have been involved in the implementation of that agreement, approach them for employment or otherwise, (in)directly work for them.
3.4 The Client indemnifies IT creation bv against claims from persons whose personal data have been registered or are being processed in the context of a personal registration kept by the Client or for which the Client is otherwise responsible under the law, unless the Client proves that the facts given to the claim that is the basis and which can only be attributed to IT creation bv.
3.5 If it has been established that the Client has misused the identification data, addressing data and/or codes or that the Client has not complied with the instructions referred to in this article, the Client is immediately in default and is obliged to pay all costs incurred by IT creation bv as a result. to compensate damages suffered as a result of the abuse.
4. Reservation of ownership and rights
4.1 All goods delivered to the Client remain the property of IT creation bv until all agreed amounts, as well as all other amounts that the Client owes due to failure to meet the payment obligation, have been paid in full to IT creation bv.
4.2 Where appropriate, rights are always granted or transferred to the Client under the condition that the Client pays the agreed fees on time and in full.
5. Risk
5.1 The risk of loss, theft or damage to goods, products, software or data that are the subject of an agreement is transferred to the Client at the time at which they are brought into the actual disposal of the Client or an assistant of the Client.
6. Third Party Products
6.1 If and insofar as IT creation bv makes or supplies products from third parties to the Client, the terms and conditions of those third parties will apply to those products, overriding the provisions of the agreement and these General Terms and Conditions. The Client accepts the aforementioned conditions of third parties. IT creation bv will send a copy of this to the Client at his request.
6.2 If and insofar as the conditions of third parties, as referred to in Article 6.1, are deemed not to apply or are declared inapplicable in the relationship between the Client and IT creation bv for whatever reason, the provisions of the agreement apply and these General Terms and Conditions.
6.3 The liability of IT creation bv for third-party products will in no case include more than what can be recovered from the third party(ies) in question.
7. Intellectual or industrial property rights
7.1 All intellectual and industrial property rights to all products developed or made available under an agreement rest exclusively with IT creation bv or its licensors. In this article, 'product' is understood to include: analyses, designs, documentation, reports, quotations, equipment, software, websites and databases as well as preparatory material thereof.
7.2 If and insofar as not otherwise provided in an agreement, the Client obtains a non-exclusive, unlimited right of use for the benefit of its organization for an indefinite period on products developed by IT creation bv specifically for the Client, including the source code thereof, including included the right to make changes to those products.
7.3 IT creation bv will indemnify the Client against any legal action based on the allegation that works made available by IT creation bv infringe an intellectual or industrial property right applicable in the Netherlands, under the condition that the Client immediately informs IT creation bv in writing the existence and content of the legal claim and the handling of the case, including making any settlements, is left entirely to IT creation bv. The Client will grant the necessary power of attorney, information and cooperation to IT creation bv so that IT creation bv can, can, if necessary, defend against these legal claims on behalf of the Client. The obligation to indemnify shall lapse if and insofar as the infringement in question is related to changes that the Client has made to the works or has had made by third parties.
7.4 The Client guarantees that no rights of third parties oppose the provision to IT creation bv of equipment, software, material intended for websites (images, text, music, domain names, logos, etc.), data files, or other materials, including design material, for the purpose of use, editing, installation or incorporation (e.g. in a website). The Client indemnifies IT creation bv against any action based on the claim that such making available, use, editing, installation or incorporation infringes any right of third parties.
8. Cooperation by the Client
8.1 The Client will always provide IT creation bv in a timely manner with all useful and necessary data or information for the proper execution of an agreement and provide all cooperation, including granting access to its buildings. If the Client uses its own staff in the context of providing cooperation in the execution of an agreement, this staff will have the necessary knowledge, experience, capacity and quality.
8.2 The Client bears the risk of the selection, use and application in his organization of the products and services supplied by IT creation bv, and is also responsible for the control and security procedures and adequate system management.
8.3 Software, websites, materials, data or information that the Client makes available to IT creation bv will meet the specifications necessary for carrying out the work.
8.4 If the Client does not make the data, equipment, software or employees necessary for the execution of an agreement available to IT creation bv, does not do so in a timely manner or does not do so in accordance with the agreements, or if the Client does not otherwise meet its obligation, IT creation bv the right to suspend the execution of that agreement in whole or in part and it has the right to charge the costs incurred as a result at its usual rates, all without prejudice to the right of IT creation bv to exercise any other legal right .
8.5 If employees of IT creation bv perform work at the Client's location, the Client will provide the facilities reasonably desired by those employees free of charge, such as a workspace with adequate computer equipment and telecommunication and data communication facilities. The Client will allow the employees of IT creation bv to take reasonable measures to prevent occupational diseases. The Client indemnifies IT creation bv against claims from third parties, including employees of IT creation bv, who suffer damage in connection with the execution of an agreement as a result of actions or omissions of the Client or of unsafe situations in its organization. The Client will make the house and security rules applicable within its organization known in a timely manner to the employees of IT creation bv to be deployed.
8.6 If telecommunication and/or data communication facilities, including the Internet, are used in the performance of an agreement, the Client is responsible for the correct choice and their timely and adequate availability. IT creation bv will observe reasonable instructions from the Client with regard to this use. IT creation bv is never liable for damage or costs due to transmission errors, disruptions or unavailability of these facilities, without prejudice to the provisions of the other articles of these general terms and conditions.
9. Delivery times
9.1 All (delivery) periods stated or agreed by IT creation bv have been determined to the best of its knowledge on the basis of the information known to IT creation bv when entering into an agreement. IT creation bv makes every effort to observe agreed (delivery) periods as much as possible. The delivery times are therefore always indicative. The mere exceeding of a stated or agreed (delivery) period does not put IT creation bv in default. IT creation bv is in any case not bound by (delivery) periods that can no longer be met due to circumstances beyond its control that occurred after the agreement was entered into. If there is a risk that any term will be exceeded, IT creation bv and the Client will enter into consultations as soon as possible.
10. Provision of services
10.1 IT creation bv may temporarily suspend the delivery of services in connection with (preventive) maintenance without the Client being entitled to (damage) compensation or refund. IT creation bv will take the interests of the Client into account as much as possible when planning. The Client undertakes to provide active cooperation if necessary.
10.2 Given the nature of various services, IT creation bv cannot guarantee that they will run without disruptions or errors. The Client is aware that the use of internet connections entails risks, which may lead to loss of your privacy, confidential information and property.
11. Use of services
11.1 The Client will comply with the legal regulations and other conditions and user instructions that apply at that time to the use of that network and services.
11.2 The Client is obliged to take reasonable security precautions.
11.3 The Client may not use the network nor the services of IT creation bv for unlawful, improper or irresponsible actions or to encourage them, such as unauthorized access to or unauthorized use of data, systems or networks, including any attempt to try out, exploring or testing the vulnerability of a system or network, collecting or using email addresses, login codes or other user identification without the consent of the identified individual, or collecting or using information without the consent of the owner of the information.
11.4 The Client is not permitted to publish, display or distribute content via the network and equipment of IT creation bv that violates any legal requirement, or is otherwise offensive, misleading, disruptive, inflammatory or not permitted. .
11.5 The Client is expressly prohibited from carrying out spam activities from IP addresses that belong to or refer to the network of IT creation BV. Spamming can lead to closure.
11.6 The Client will not cause any disruption to the functioning of the IT creation network or network(s) of third parties and/or the link between these networks by (the content of) the data traffic or by an act and/or omission. The Client will not use the shared systems provided or made available by IT creation bv in such a way that the normal operation of the shared system is unnecessarily hindered or a disproportionate share of the system resources is used.
11.7 If, in the reasonable opinion of IT creation bv, a danger arises for the functioning of the network or systems of IT creation bv and/or the services provided to customers of IT creation bv, IT creation bv can give the client reasonable instructions, which must be carried out within the specified period.
11.8 The Client is immediately in default without further notice of default if the instruction referred to in the previous paragraph is not complied with and/or if (the content of) the data traffic or the Client's actions and/or omissions immediately proves to be a disruption to to be supplied for the functioning of the IT creation bv network, third-party networks or the link between these networks.
11.9 The Client indemnifies and will indemnify IT creation bv against any claim, complaint or proceeding as a result of non-compliance with the provisions of this article.
12. Duration and termination of agreement
12.1 Each of the parties is only entitled to terminate the agreement if the other party, after a proper written notice of default that is as detailed as possible, setting a reasonable period for remedying the shortcoming, imputably fails to fulfill essential obligations arising from that agreement. agreement.
12.2 Each of the parties may terminate an agreement in writing in whole or in part without notice of default with immediate effect if the other party is granted a temporary or temporary suspension of payments, if bankruptcy is filed for the other party or if its company is liquidated or terminated. other than for the purpose of reconstruction or merger of companies. The party that terminates the agreement in this way will never be obliged to refund any monies already received or to pay compensation. In the event of bankruptcy of the Client, the right to use products made available to the Client lapses by operation of law.
12.3 If, at the time of the dissolution of an agreement, the Client has already received services in execution of that agreement, these services and the associated payment obligation will not be subject to cancellation, unless the Client proves that IT creation bv has is absenteeism. Amounts that IT creation bv has invoiced before the dissolution in connection with what it has already carried out or delivered in the execution of that agreement, remain due without prejudice to the provisions of the previous sentence and become immediately due and payable at the time of the dissolution.
13. Liability; indemnity
13.1 IT creation bv accepts legal obligations for compensation only to the extent that this is apparent from this article.
13.2 The total liability of IT creation bv due to an attributable shortcoming in the performance of the agreement or on any other basis, including any warranty obligations, is limited to compensation for direct damage up to a maximum of the amount of the compensation stipulated for that agreement (excluding VAT) for the work to be carried out by IT creation bv. If the agreement is mainly a continuing performance agreement, the total liability of IT creation bv per year is limited to the total of the fees (excluding VAT) for the work to be carried out by IT creation bv for one year. Under no circumstances will the total compensation for direct damage exceed that paid out in the relevant case under IT creation's professional or business liability insurance, plus the amount of the deductible.
13.3 Liability of IT creation bv for indirect damage, including but not limited to consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, damage as a result of claims from Client's customers, mutilation or loss of data, damage related with the use of items, materials or software from third parties prescribed by the Client to IT creation bv, damage related to the use of suppliers prescribed by the Client to IT creation bv is excluded.
13.4 The maximum amounts mentioned in this article lapse if and insofar as the damage is the result of intent or gross negligence on the part of IT creation bv
13.5 A condition for the existence of any right to compensation is that the Client reports the damage to IT creation bv in writing and in as much detail as possible as soon as possible after it occurred, but no later than two weeks after it occurred, in writing and in as much detail as possible.
13.6 The Client is obliged to indemnify IT creation bv against claims from third parties, including its employees, for compensation for damage, arising on whatever grounds.
14. Force Majeure
14.1 Neither party is obliged to fulfill any obligation under an agreement if it is prevented from doing so as a result of force majeure. Force majeure also includes force majeure of suppliers of IT creation bv, failure to properly fulfill obligations of suppliers prescribed by the Client to IT creation bv, as well as defective goods, materials, software from third parties, the use of which by the Client to IT creation bv is prescribed.
14.2 If a force majeure situation has lasted longer than ninety days or is expected to last longer than ninety days, each party has the right to terminate that agreement by dissolution in writing. In that case, what has already been performed under that agreement will be settled proportionately, without the parties owing each other anything.
15. Disclosure
15.1 The Client hereby allows IT creation bv to make public the services of IT creation bv that have been chosen by the Client and the nature thereof. After prior written permission from the Client, IT creation bv is permitted to make the solution implemented or to be implemented public and it can draw up and make public a general description of the reasons that made the Client decide to opt for the IT creation bv solution. choice as well as the resulting benefits for the Client.
16. Explanation, applicable law and disputes
16.1 The Dutch text of these general terms and conditions always determines their interpretation.
16.2 The agreements between IT creation bv and the Client are governed by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.
16.3 All disputes that may arise between IT creation bv and the Client as a result of an agreement concluded between IT creation bv and the Client will initially be submitted exclusively to the competent court in Rotterdam, without prejudice to the right of appeal and to request an provisional injunction in summary proceedings.