Terms and Con­di­tions

DEF­I­NI­TIONS

The client: the nat­u­ral and/or legal per­son who en­ters into the agree­ment to which these terms and con­di­tions apply. The Client is un­der­stood to mean both Con­sumers and Busi­ness­es.

The con­trac­tor: the en­tre­pre­neur who uses these terms and con­di­tions, being Dapp B.V., with its reg­is­tered of­fice in Culem­borg and which is reg­is­tered with the Cham­ber of Com­merce under num­ber 30267655.

Com­pa­ny: The Client act­ing in the ex­er­cise of a busi­ness or pro­fes­sion.

Con­sumer: The Client not act­ing in the course of a busi­ness or pro­fes­sion.

Doc­u­ments: all goods made avail­able by the client to the con­trac­tor, in­clud­ing doc­u­ments or data car­ri­ers, as well as all items man­u­fac­tured by the con­trac­tor in the con­text of the ex­e­cu­tion of the as­sign­ment.

Project man­ag­er: any­one who car­ries out project man­age­ment ac­tiv­i­ties for the client on be­half of the con­trac­tor.

Ser­vice: all work, in what­ev­er form, that the Con­trac­tor has per­formed for or for the ben­e­fit of the Client.

In­ter­im man­ag­er: any­one who tem­po­rar­ily car­ries out work for the client on be­half of the con­trac­tor. In this con­text, tem­po­rary means that there is an end date.

Writ­ten com­mu­ni­ca­tion. Where ref­er­ence is made to "in writ­ing" in these Gen­er­al Terms and Con­di­tions, this also in­cludes com­mu­ni­ca­tion by e-mail (com­mu­ni­ca­tion via the in­ter­net).

AP­PLI­CA­BIL­I­TY

The Gen­er­al Terms and Con­di­tions are pro­vid­ed by the con­trac­tor to the client dur­ing the quo­ta­tion phase, but at the lat­est prior to the start of the as­sign­ment.

The Gen­er­al Terms and Con­di­tions apply to all of­fers from the con­trac­tor and to all agree­ments re­sult­ing from this.

These Gen­er­al Terms and Con­di­tions also apply to agree­ments with the con­trac­tor, for the ex­e­cu­tion in which third par­ties must be in­volved.

Spe­cial pro­vi­sions that de­vi­ate from these Gen­er­al Terms and Con­di­tions are only bind­ing if they have been agreed in writ­ing be­tween the con­tract­ing par­ties. No rights can be de­rived from these de­vi­at­ing pro­vi­sions with re­gard to later legal re­la­tion­ships or agree­ments.

The ap­pli­ca­bil­i­ty of any pur­chase or other Gen­er­al Terms and Con­di­tions of the client is ex­press­ly re­ject­ed.

If one or more pro­vi­sions in these Gen­er­al Terms and Con­di­tions are at any time whol­ly or par­tial­ly an­nulled or de­stroyed by third par­ties, the re­main­ing pro­vi­sions of these Gen­er­al Terms and Con­di­tions will re­main fully ap­pli­ca­ble. In that case, the con­trac­tor and the client will enter into con­sul­ta­tion in order to agree on new pro­vi­sions to re­place the void or void­ed pro­vi­sions, tak­ing into ac­count as much as pos­si­ble the pur­pose and in­tent of the orig­i­nal pro­vi­sions.

If the con­trac­tor does not al­ways re­quire strict com­pli­ance with these Gen­er­al Terms and Con­di­tions, this does not mean that the pro­vi­sions there­of do not apply, or that the con­trac­tor loses to any ex­tent the right to strict com­pli­ance with the pro­vi­sions of these terms and con­di­tions. de­sire.

The most re­cent ver­sion of the Gen­er­al Terms and Con­di­tions ap­plies to all work per­formed by the con­trac­tor. The Con­trac­tor has the right to re-es­tab­lish the Gen­er­al Terms and Con­di­tions. After the new Gen­er­al Terms and Con­di­tions have been for­mu­lat­ed, the con­trac­tor is obliged to sub­mit them to the client. The client then has the op­tion to re­ject it.

In the event of a con­flict be­tween the text of the client's quo­ta­tion and the text in the Gen­er­al Terms and Con­di­tions, the text of the Gen­er­al Terms and Con­di­tions shall pre­vail, un­less the con­trac­tor ex­press­ly agrees in writ­ing to the change in the pro­vi­sion.

OFFER AND FOR­MA­TION OF THE ORDER

An as­sign­ment is es­tab­lished when the con­trac­tor sends a writ­ten con­fir­ma­tion of the as­sign­ment to the client.    

All of­fers and/or quo­ta­tions from the con­trac­tor are with­out obli­ga­tion, un­less a term for ac­cep­tance has been set in the offer and/or quo­ta­tion. If a term for ac­cep­tance has been set in the offer and/or quo­ta­tion, the offer and/or quo­ta­tion will lapse when this term has ex­pired.

• The Con­trac­tor can­not be held to its of­fers and/or quo­ta­tions if the Client, in terms of rea­son­able­ness and fair­ness and gen­er­al­ly ac­cept­ed views, should have un­der­stood that the offer and/or quo­ta­tion or a part there­of con­tains an ob­vi­ous mis­take or error.
• If the ac­cep­tance, whether or not on minor points, de­vi­ates from the offer in­clud­ed in the offer and/or quo­ta­tion, the con­trac­tor is not bound by it. The Agree­ment will then not be con­clud­ed in ac­cor­dance with this de­vi­at­ing ac­cep­tance, un­less the con­trac­tor in­di­cates oth­er­wise.
• The as­sign­ment only in­cludes the work de­scribed in the writ­ten offer/agree­ment, sup­ple­ment­ed with all changes that have been agreed in writ­ing af­ter­wards.
• A com­pos­ite quo­ta­tion does not oblige the Con­trac­tor to per­form part of the As­sign­ment for a cor­re­spond­ing part of the stat­ed price. Of­fers and/or quo­ta­tions do not au­to­mat­i­cal­ly apply to fu­ture or­ders or re­peat or­ders.

EX­E­CU­TION

The Con­trac­tor de­ter­mines the man­ner in which the award­ed as­sign­ment is car­ried out. For pro­gramme/project and in­ter­im work, the con­trac­tor se­lects the man­ag­er to be de­ployed, un­less oth­er­wise agreed in writ­ing.

The Con­trac­tor will per­form the ser­vices to be per­formed to the best of its knowl­edge and abil­i­ty and in ac­cor­dance with the re­quire­ments of good work­man­ship. The obli­ga­tion en­tered into has the char­ac­ter of a best ef­forts obli­ga­tion, be­cause the achieve­ment of the in­tend­ed re­sult can­not be guar­an­teed in every case. The as­sign­ment will be car­ried out with­in the (es­ti­mat­ed) term stat­ed in the offer in con­sul­ta­tion with the client, un­less this can­not rea­son­ably be re­al­ized.

The con­trac­tor has the right to have cer­tain ac­tiv­i­ties per­formed by third par­ties, with­out no­ti­fy­ing the client. This only and only in con­sul­ta­tion with the Client. The ap­pli­ca­tion 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 or spec­i­fied for the per­for­mance of cer­tain ac­tiv­i­ties or for the de­liv­ery of cer­tain items, this is never a strict dead­line. If a term is ex­ceed­ed, the client must there­fore give the con­trac­tor writ­ten no­tice of de­fault. The Con­trac­tor must be of­fered a rea­son­able term to still im­ple­ment the agree­ment.

The Con­trac­tor will per­form the agree­ment to the best of its knowl­edge and abil­i­ty and in ac­cor­dance with the re­quire­ments of good work­man­ship.

If work is per­formed by the con­trac­tor or third par­ties en­gaged by the con­trac­tor in the con­text of the as­sign­ment at the client's lo­ca­tion or a lo­ca­tion des­ig­nat­ed by the client, the client will pro­vide the fa­cil­i­ties rea­son­ably de­sired by those em­ploy­ees free of charge.

The client un­der­takes to both the project man­ag­er and/or in­ter­im man­ag­er and to the con­trac­tor to set up and main­tain the lo­ca­tions and re­sources with which the work is per­formed by its project man­ag­er and/or in­ter­im man­ag­er in such a way, as well as to make ar­range­ments and pro­vide in­struc­tions for the per­for­mance of the work in such a way that the project man­ag­er and/or in­ter­im man­ag­er is pro­tect­ed against dan­ger to life, honor and prop­er­ty to the ex­tent that can rea­son­ably be de­mand­ed in con­nec­tion with the na­ture of the work.

The Con­trac­tor is en­ti­tled to ex­e­cute the agree­ment in dif­fer­ent phas­es and to in­voice the part thus ex­e­cut­ed sep­a­rate­ly.

If the agree­ment is ex­e­cut­ed in phas­es, the con­trac­tor may sus­pend the ex­e­cu­tion of those parts that be­long to a fol­low­ing phase until the client has ap­proved the re­sults of the pre­ced­ing phase in writ­ing.

The Client guar­an­tees that it has pro­vid­ed all es­sen­tial in­for­ma­tion for the de­sign and ex­e­cu­tion of the as­sign­ment to the best of its knowl­edge. It is im­por­tant in this re­gard that the con­trac­tor must at all times be able to count on the cor­rect com­mit­ment and in­volve­ment of the client's em­ploy­ees in­volved in the work of the con­trac­tor. The Client will en­sure that all doc­u­ments and data that the Con­trac­tor needs for the ex­e­cu­tion of the as­sign­ment in ac­cor­dance with the agreed sched­ule are in good time. If the in­for­ma­tion re­quired for the ex­e­cu­tion of the agree­ment has not been pro­vid­ed to the con­trac­tor in time, the con­trac­tor has the right to sus­pend the ex­e­cu­tion of the agree­ment and/or to charge the client for the ad­di­tion­al costs re­sult­ing from the delay in ac­cor­dance with the then usual rates. bring.

The ex­e­cu­tion pe­ri­od does not com­mence until after the client has made the data avail­able to the con­trac­tor.

ME­TE­RI­AL CHANGES

If dur­ing the ex­e­cu­tion of the agree­ment it ap­pears that it is nec­es­sary for a prop­er ex­e­cu­tion to change or sup­ple­ment it, the par­ties will pro­ceed to ad­just the agree­ment in good time and in mu­tu­al con­sul­ta­tion. If the na­ture, scope or con­tent of the agree­ment, whether or not at the re­quest or di­rec­tion of the client, of the com­pe­tent au­thor­i­ties, etc., is changed and the agree­ment is changed in qual­i­ta­tive and/or quan­ti­ta­tive terms as a re­sult, this may have con­se­quences. for what was orig­i­nal­ly agreed. As a re­sult, the orig­i­nal  agreed amount can also be in­creased or de­creased. The Con­trac­tor will pro­vide a price quote there­of as much as pos­si­ble in ad­vance. Fur­ther­more, by chang­ing the agree­ment, the orig­i­nal­ly stat­ed term of ex­e­cu­tion can be changed. The client ac­cepts the pos­si­bil­i­ty of amend­ing the agree­ment, in­clud­ing the change in price and term of ex­e­cu­tion. Changes in, ad­di­tions to and/or ex­ten­sions of the as­sign­ment are only bind­ing after this has been agreed in writ­ing be­tween the par­ties.

The client ac­cepts that the time sched­ule of the as­sign­ment can be in­flu­enced if the par­ties, in the in­ter­im, ex­pand or change agree­ments, the ap­proach, work­ing method or scope of the as­sign­ment and the re­sult­ing ac­tiv­i­ties.

• If the agree­ment is amend­ed, in­clud­ing an ad­di­tion, the con­trac­tor is en­ti­tled to im­ple­ment it only after ap­proval has been given by the per­son au­tho­rized with­in the con­trac­tor and the client has agreed to the price quot­ed for the ex­e­cu­tion and other con­di­tions, in­clud­ing the time to be de­ter­mined at which time they will be im­ple­ment­ed. Not or not im­me­di­ate­ly ex­e­cut­ing the amend­ed agree­ment does not con­sti­tute an at­trib­ut­able short­com­ing on the part of the con­trac­tor and is not a ground for the Client to ter­mi­nate or dis­solve the agree­ment.
• With­out being in de­fault, the con­trac­tor may refuse a re­quest to amend the agree­ment, if this could have qual­i­ta­tive and/or quan­ti­ta­tive con­se­quences, for ex­am­ple for the work to be per­formed in that con­text.
• If an in­ter­im change in the as­sign­ment or as­sign­ment per­for­mance oc­curs due to the fault of the Client, the Con­trac­tor will make the nec­es­sary ad­just­ments if the qual­i­ty of the ser­vice re­quires this. If ad­just­ment leads to ad­di­tion­al work, this will be con­firmed to the Client as an ad­di­tion­al order.
• If the con­trac­tor agrees a fixed fee or fixed price with the client, the con­trac­tor is nev­er­the­less en­ti­tled at all times to in­crease this fee or 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 the price of wages, etc. or on other grounds that were not rea­son­ably fore­see­able when the agree­ment was en­tered into.
• If the Con­trac­tor en­ters into a fixed Fee and/or rate agree­ment when con­clud­ing the Agree­ment, then the Con­trac­tor is en­ti­tled to in­crease this Fee or rate, even if the Fee or rate was not orig­i­nal­ly given sub­ject to change. If the Con­trac­tor in­tends to change the Fee, it will in­form the Client as soon as pos­si­ble.
  If the price in­crease, other than as a re­sult of an amend­ment to the agree­ment, takes place with­in three months after the con­clu­sion of the agree­ment, then only the client who is en­ti­tled to in­voke Title 5 Sec­tion 3 of Book 6 of the Dutch Civil Code is en­ti­tled to ter­mi­nate the agree­ment by to dis­solve a writ­ten state­ment, un­less the con­trac­tor:
• is then still will­ing to per­form the agree­ment on the basis of what was orig­i­nal­ly agreed;
• if the price in­crease re­sults from a power or an obli­ga­tion rest­ing on the con­trac­tor under the law;
• if it has been stip­u­lat­ed that the de­liv­ery takes place more than three months after the con­clu­sion of the agree­ment;

RE­NEW­AL AND TER­MI­NA­TION

The agree­ment will be ter­mi­nat­ed by op­er­a­tion of law after ex­piry of the agreed term, un­less the par­ties have agreed oth­er­wise in writ­ing no later than one month (1) be­fore the end of the con­tract pe­ri­od.

The ex­tend­ed agree­ment will be con­tin­ued under the same con­di­tions un­less both par­ties have de­vi­at­ed from this in writ­ing.

The par­ties are en­ti­tled to ter­mi­nate the agree­ment early dur­ing the con­tract pe­ri­od with due ob­ser­vance of a no­tice pe­ri­od of one month (1). Ter­mi­na­tion must al­ways be made in writ­ing.

With­out prej­u­dice to the au­thor­i­ty of the con­trac­tor to ter­mi­nate the agree­ment if the par­ties are un­able to reach agree­ment on the ob­jec­tives and time sched­ule of the as­sign­ment, the con­trac­tor may only use the au­thor­i­ty to ter­mi­nate pre­ma­ture­ly if as a re­sult of facts and cir­cum­stances that are be­yond the con­trol of the con­trac­tor or that can­not be at­trib­uted to the con­trac­tor, com­ple­tion of the as­sign­ment can no longer rea­son­ably be re­quired. The Con­trac­tor re­tains the right to pay­ment of the in­voic­es for the work per­formed up to that mo­ment.

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 as­sign­ment with­out ob­serv­ing a no­tice pe­ri­od, all this sub­ject to rights.

DIS­SO­LU­TION

If the client does not, not prop­er­ly or not time­ly com­ply with any obli­ga­tion aris­ing from the agree­ment con­clud­ed with the con­trac­tor, as well as in the event of bank­rupt­cy, sus­pen­sion of pay­ment, declar­ing the Debt Re­struc­tur­ing Nat­u­ral Per­sons Act (WSNP) ap­pli­ca­ble, or under If the client is placed in re­ceiver­ship or its busi­ness is closed down or liq­ui­dat­ed, the con­trac­tor is en­ti­tled, with­out fur­ther no­tice of de­fault, to dis­solve the agree­ment in whole or in part, or to sus­pend the (fur­ther) ex­e­cu­tion of the agree­ment. In those cases, the Con­trac­tor is fur­ther­more en­ti­tled to de­mand im­me­di­ate pay­ment of what is due to it. The Con­trac­tor may also dis­solve the Agree­ment if, after the Agree­ment has been con­clud­ed, the Con­trac­tor has be­come aware of cir­cum­stances that give good grounds to fear that the Client will not ful­fill its pay­ment obli­ga­tion or the Client is in ar­rears of more than two months.

This does not af­fect the other rights ac­cru­ing to the con­trac­tor, in­clud­ing the right to com­pen­sa­tion for the dam­age suf­fered as a re­sult of the dis­so­lu­tion.

In the event of a dis­so­lu­tion as re­ferred to in the first para­graph, the con­trac­tor is never obliged to pay any com­pen­sa­tion to the client, un­less the con­trac­tor is li­able for di­rect dam­age caused by de­lib­er­ate reck­less­ness or in­tent on the part of the con­trac­tor.

In the event of a dis­so­lu­tion by mu­tu­al con­sent, the con­trac­tor also re­tains its right to com­pen­sa­tion for the dam­age suf­fered as a re­sult of this dis­so­lu­tion.

Dis­so­lu­tion will take place in writ­ing and with­out ju­di­cial in­ter­ven­tion. If the Agree­ment is dis­solved, the Con­trac­tor's claims against the Client are im­me­di­ate­ly due and payable.

CAN­CEL­LA­TION

If, due to force ma­jeure on the part of the con­trac­tor, an as­sign­ment can­not be per­formed on the planned dates, the client will be in­formed about this; new dates will then be de­ter­mined in con­sul­ta­tion. Shift­ing for this rea­son does not en­ti­tle you to can­cel­la­tion or com­pen­sa­tion.

RIGHTS OF SUS­PEN­SION AND RIGHTS OF RE­TEN­TION

The con­trac­tor is au­tho­rized to sus­pend the ful­fill­ment of all its obli­ga­tions, in­clud­ing the de­liv­ery of doc­u­ments or other items to the client or third par­ties, until all due and payable claims against the client have been paid in full.

The Con­trac­tor is au­tho­rized to sus­pend the ful­fill­ment of the obli­ga­tions if:

• After the Agree­ment has been con­clud­ed, the Con­trac­tor has be­come aware of cir­cum­stances that give good grounds to fear that the Client will not ful­fill its obli­ga­tions;
• When con­clud­ing the Agree­ment, the Client was re­quest­ed to pro­vide se­cu­ri­ty for the ful­fill­ment of its obli­ga­tions under the Agree­ment and this se­cu­ri­ty is not forth­com­ing or is in­suf­fi­cient;
• cir­cum­stances arise which are of such a na­ture that ful­fill­ment of the Agree­ment is im­pos­si­ble or that un­al­tered main­te­nance of the Agree­ment can­not rea­son­ably be ex­pect­ed of the Con­trac­tor.

If the pay­ment of an in­voice after the due date is not paid for more than eight (8) days, the con­trac­tor has the right to sus­pend any work still to be per­formed, with­out prej­u­dice to the obli­ga­tion of the client to pay the out­stand­ing in­voice or in­voic­es with in­ter­est and any costs.

The Con­trac­tor will in­form the Client of the sus­pen­sion of the work and of the no longer ac­cept­ing li­a­bil­i­ty. Only when a rea­son­able pay­ment ar­range­ment has been made and the con­trac­tor has no­ti­fied in writ­ing that it has re­sumed its ac­tiv­i­ties, nor­mal li­a­bil­i­ties will be re­vived. The con­trac­tor has the right of re­ten­tion with re­gard to the client's doc­u­ments present with it if the client fails to pay the con­trac­tor's in­voic­es. Pieces pro­duced by the con­trac­tor will never have to be hand­ed over in the event of non-pay­ment.

The Con­trac­tor re­serves the right to claim com­pen­sa­tion.

LI­A­BIL­I­TY

The con­trac­tor is li­able for dam­age suf­fered by the client, which is the di­rect and ex­clu­sive re­sult of a short­com­ing at­trib­ut­able to the con­trac­tor, on the un­der­stand­ing that com­pen­sa­tion is only el­i­gi­ble for dam­age against which the con­trac­tor is in­sured, or rea­son­ably, should have been in­sured in view of the cus­tom in the in­dus­try. The fol­low­ing re­stric­tions must be ob­served:

• not el­i­gi­ble for com­pen­sa­tion for loss of prof­its, loss of in­come and the like, re­gard­less of the cause;
• 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 man­age­ri­al sub­or­di­nates;
• the dam­age to be com­pen­sat­ed by the con­trac­tor will be mod­er­at­ed if the price to be paid by the client is small in re­la­tion to the ex­tent of the dam­age suf­fered by the client;
• if the con­trac­tor's in­sur­er does not pay out for what­ev­er rea­son, the con­trac­tor's li­a­bil­i­ty will at all times be lim­it­ed to a max­i­mum of the con­tract price, at least to that part of the con­tract price to which the li­a­bil­i­ty re­lates.

The ex­e­cu­tion of the As­sign­ment is en­tire­ly at the risk and re­spon­si­bil­i­ty of the Client. The Con­trac­tor is only li­able for di­rect dam­age caused by de­lib­er­ate reck­less­ness or in­tent on the part of the Con­trac­tor.

The Con­trac­tor is not li­able for costs, dam­ages and in­ter­ests that may arise as a di­rect or in­di­rect re­sult of force ma­jeure, as de­scribed in more de­tail in these Gen­er­al Terms and Con­di­tions, acts or omis­sions of the client, its sub­or­di­nates, or other per­sons or have been put to work be­cause of her.

The Con­trac­tor is not li­able for dam­age, of what­ev­er na­ture, caused by the fact that the Con­trac­tor re­lied on in­cor­rect and/or in­com­plete data and/or doc­u­ments pro­vid­ed by or on be­half of the Client.

For all in­di­rect dam­age, in­clud­ing trad­ing loss and con­se­quen­tial dam­age as well as stag­na­tion in the reg­u­lar course of busi­ness in the client's com­pa­ny, in any way re­lat­ed to or caused by an error in the per­for­mance of the work by the con­trac­tor, the con­trac­tor is never li­able. Ad­vice is given to the best of our knowl­edge and abil­i­ty, but with the ex­clu­sion of li­a­bil­i­ty for in­cor­rect or in­com­plete ad­vice.

The Con­trac­tor is not li­able for mu­ti­la­tion, de­struc­tion, theft or loss of data or doc­u­ments.

If the con­trac­tor should be li­able for any dam­age, the li­a­bil­i­ty of the con­trac­tor is lim­it­ed to the amount up to a max­i­mum of once the amount stat­ed in the in­voice or to the amount to which the in­sur­ance taken out by the con­trac­tor is en­ti­tled, in­creased by its own risk that the con­trac­tor bears in ac­cor­dance with the in­sur­ance.   

The Client must re­port the dam­age for which the con­trac­tor can be held li­able as soon as pos­si­ble, but in any event with­in 10 days after the dam­age oc­curred, if rea­son­ably pos­si­ble, on pain of for­fei­ture of the any right to com­pen­sa­tion for this dam­age.

Every claim against the con­trac­tor laps­es by the mere lapse of one (1) year after the claim arose or could rea­son­ably have been known.

IN­TEL­LEC­TU­AL PROP­ER­TY AND PRI­VA­CY

The Con­trac­tor re­tains at all times all rights to plans, analy­ses, re­ports, doc­u­ments, im­ages, draw­ings, soft­ware and/or the re­lat­ed in­for­ma­tion and pro­fes­sion­al knowl­edge, even if costs have been charged for this or af­ter­wards. im­prove­ments have been made, whether or not at the re­quest of the client.

The items re­ferred to in para­graph 11.1 may not be copied in whole or in part with­out the writ­ten per­mis­sion of the con­trac­tor, other than for in­ter­nal use at the client, nor shown to third par­ties, hand­ed over or made known in any other way, nor by be used or made avail­able to the client other than for the pur­pose for which they were pro­vid­ed by the con­trac­tor.

The client in­dem­ni­fies the con­trac­tor against in­fringe­ments of third-party in­tel­lec­tu­al prop­er­ty rights.

The data and in­for­ma­tion that the Client pro­vides to the Con­trac­tor will be kept by the Con­trac­tor care­ful­ly and con­fi­den­tial­ly.

The Con­trac­tor may only use the Client's per­son­al data in the con­text of ful­fill­ing its obli­ga­tion to de­liv­er or han­dling a com­plaint.

The Con­trac­tor is not per­mit­ted to lend, rent, sell or in any other way make pub­lic the per­son­al data of the Client.

If on the basis of a statu­to­ry pro­vi­sion or a court de­ci­sion the con­trac­tor is obliged to pro­vide con­fi­den­tial in­for­ma­tion to third par­ties, and the con­trac­tor can­not in­voke a legal right of non-dis­clo­sure rec­og­nized or per­mit­ted by the com­pe­tent court, then the con­trac­tor is not obliged to pay com­pen­sa­tion or com­pen­sa­tion. The Client is also not en­ti­tled to dis­solve the Agree­ment on the basis of any dam­age that has arisen as a re­sult.

The Client agrees that the Con­trac­tor will ap­proach the Client for sta­tis­ti­cal re­search or cus­tomer sat­is­fac­tion re­search. If the Client does not wish to be ap­proached for re­search, the Client can make this known.

The Con­trac­tor re­serves the right to use the other data of the Client in anonymised form for (sta­tis­ti­cal) re­search and data­base.

CON­FI­DEN­TIAL­I­TY

Sub­ject to the obli­ga­tions im­posed on it by law to dis­close cer­tain data, the Con­trac­tor is obliged to main­tain con­fi­den­tial­i­ty vis-à-vis third par­ties who are not in­volved in the ex­e­cu­tion of the as­sign­ment. This con­fi­den­tial­i­ty con­cerns all in­for­ma­tion of a con­fi­den­tial na­ture made avail­able to it by the client and the re­sults ob­tained by pro­cess­ing it.

The client will treat the re­ports, ad­vice and method­olo­gies is­sued by the con­trac­tor as con­fi­den­tial in­for­ma­tion, so that in this re­spect the client as­sumes obli­ga­tions to­wards the con­trac­tor to the same ef­fect as the con­trac­tor vis-à-vis the client.

PRICE AND PAY­MENT

Un­less oth­er­wise agreed, the work of the con­trac­tor will be charged to the client on the basis of time spent and costs in­curred.

Un­less an­oth­er pay­ment ar­range­ment has been agreed, the con­trac­tor will send an (ad­vance) in­voice once a month or every four weeks.

With re­gard to the Client in the ca­pac­i­ty of Con­sumer, the Fee and/or rates are ex­pressed in euros, in­clud­ing VAT and other gov­ern­ment levies, un­less in­di­cat­ed oth­er­wise.

With re­gard to the Client in the ca­pac­i­ty of Com­pa­ny, the Fee and/or rates are ex­pressed in euros, ex­clud­ing VAT and other gov­ern­ment levies, un­less in­di­cat­ed oth­er­wise.

All rates are in Euros, ex­clu­sive of VAT, trav­el and ac­com­mo­da­tion costs and other gov­ern­ment levies un­less oth­er­wise agreed.

To­geth­er with an ac­cu­rate de­scrip­tion of the as­sign­ment, the ap­pli­ca­ble rates are at all times set out in a writ­ten Agree­ment.

If a change in the as­sign­ment leads to costs to be in­curred, this will be con­firmed to the client as an ad­di­tion­al as­sign­ment.

The Client is obliged to pay with­in thir­ty (30) days of the in­voice date, un­less oth­er­wise agreed in writ­ing in ad­vance.

If the client has not paid with­in the term re­ferred to in para­graph 13.8, or with­in the term agreed upon in more de­tail, he shall be in de­fault by op­er­a­tion of law and the con­trac­tor shall, with­out fur­ther de­mand or no­tice of de­fault, be en­ti­tled to charge the client 2% from the due date. to charge in­ter­est per month until the date of full pay­ment, all this with­out prej­u­dice to the fur­ther rights that the con­trac­tor has.

The Con­trac­tor re­serves the right to ad­just the rates an­nu­al­ly on 1 Jan­u­ary to the Con­sumer Price Index (CPI) of Sta­tis­tics Nether­lands. The in­tend­ed price in­crease will be com­mu­ni­cat­ed to the client in writ­ing no later than two months be­fore the com­mence­ment date.

Dec­la­ra­tions are pro­vid­ed with a spec­i­fi­ca­tion, if de­sired by the client.

The in­voic­es sent by the con­trac­tor are deemed to have been ap­proved by the client by means of a. signed timesheet, if the client has not com­mu­ni­cat­ed with­in a spec­i­fied pe­ri­od of thir­ty days that it does not agree with the amounts charged by the con­trac­tor.

The Con­trac­tor re­serves the right, in the ab­sence of time­ly pay­ment, to sus­pend fur­ther work or to dis­con­tin­ue pro­cess­ing the as­sign­ment.

If the client is in de­fault or in de­fault in the (time­ly) ful­fill­ment of its obli­ga­tions, then all rea­son­able costs in­curred in ob­tain­ing pay­ment out of court will be borne by the client. The ex­tra­ju­di­cial costs are cal­cu­lat­ed on the basis of what is cus­tom­ary in Dutch col­lec­tion prac­tice, cur­rent­ly the cal­cu­la­tion method ac­cord­ing to Rap­port Voor­w­erk II. How­ev­er, if the con­trac­tor has in­curred high­er costs for col­lec­tion that were rea­son­ably nec­es­sary, the costs ac­tu­al­ly in­curred will be el­i­gi­ble for com­pen­sa­tion. Any ju­di­cial and ex­e­cu­tion costs ac­tu­al­ly in­curred will also be paid by the client.

With re­gard to the ex­tra­ju­di­cial (col­lec­tion) costs, the Con­trac­tor is en­ti­tled, in­so­far as the Client acts in its ca­pac­i­ty as a Com­pa­ny, in dero­ga­tion of Ar­ti­cle 6:96 para­graph 5 of the Dutch Civil Code and the De­cree on com­pen­sa­tion for ex­tra­ju­di­cial col­lec­tion costs, to a com­pen­sa­tion of 15% of the total out­stand­ing prin­ci­pal sum with a min­i­mum of ? 90 for every in­voice that has not been paid in whole or in part.

With re­gard to the ex­tra­ju­di­cial (col­lec­tion) costs, the Con­trac­tor is en­ti­tled, in­so­far as the Client acts in the ca­pac­i­ty of Con­sumer, to the statu­to­ry max­i­mum per­mit­ted com­pen­sa­tion as de­ter­mined in the De­cree on com­pen­sa­tion for ex­tra­ju­di­cial (col­lec­tion) costs.

In­so­far as the Client acts in the ca­pac­i­ty of Con­sumer, the Con­trac­tor is only en­ti­tled to com­pen­sa­tion for the ex­tra­ju­di­cial (col­lec­tion) costs after the Con­trac­tor has sent the Client a re­minder after the de­fault has oc­curred to pay the out­stand­ing in­voice or in­voic­es with­in 14 days. days.

FORCE MA­JEURE

Force ma­jeure is un­der­stood to mean, in ad­di­tion to what is un­der­stood in this re­gard in the law and ju­rispru­dence, all ex­ter­nal caus­es, fore­seen or un­fore­seen, over which the con­trac­tor has no in­flu­ence, but as a re­sult of which the con­trac­tor is un­able to ful­fill its obli­ga­tions.

Both the Con­trac­tor and the Client may sus­pend the obli­ga­tions under the Agree­ment in whole or in part dur­ing the pe­ri­od that the force ma­jeure con­tin­ues. If this pe­ri­od lasts longer than 2 months, both par­ties are en­ti­tled to dis­solve the Agree­ment with im­me­di­ate ef­fect, by means of writ­ten no­ti­fi­ca­tion, with­out ju­di­cial in­ter­ven­tion, with­out the par­ties being able to claim any com­pen­sa­tion.

If the force ma­jeure sit­u­a­tion is of a tem­po­rary na­ture, the con­trac­tor re­serves the right to sus­pend the agreed per­for­mance for the du­ra­tion of the force ma­jeure sit­u­a­tion. In the event of per­ma­nent force ma­jeure, both par­ties are en­ti­tled to dis­solve the Agree­ment ex­tra­ju­di­cial­ly.

If, at the time of the oc­cur­rence of force ma­jeure, the Con­trac­tor has al­ready par­tial­ly ful­filled or will be able to ful­fill its obli­ga­tions under the Agree­ment, and the part ful­filled or to be ful­filled has in­de­pen­dent value, the Con­trac­tor is en­ti­tled to ful­fill or ful­fill that which has al­ready been ful­filled. will be in­voiced sep­a­rate­ly. The Client is obliged to pay this in­voice as if it were a sep­a­rate Agree­ment.

If the client or the con­trac­tor fore­sees that he will fail to com­ply with force ma­jeure, he will re­port this force ma­jeure im­me­di­ate­ly and in writ­ing to the other party.

The Client will at all times pay the fees owed for the ser­vices al­ready pro­vid­ed, even in the event of a force ma­jeure sit­u­a­tion.

COM­MENTS, COM­PLAINTS

Com­plaints and com­plaints must be made in writ­ing and as soon as pos­si­ble. This with­in the du­ra­tion of the project, but no later than 2 months after the con­clu­sion of the as­sign­ment.

Claims and de­fens­es based on the as­ser­tion that the con­trac­tor has failed in any way, be­come statute-barred 1 year after the con­clu­sion of the as­sign­ment to which they re­late.

WAR­RAN­TY AND LIM­I­TA­TION OF LIM­I­TA­TION

The client in­dem­ni­fies the con­trac­tor against any claims from third par­ties who suf­fer dam­age in con­nec­tion with the ex­e­cu­tion of the agree­ment and the cause of which is at­trib­ut­able to oth­ers than the con­trac­tor. If the con­trac­tor should be ad­dressed by third par­ties for this rea­son, then the client is obliged to as­sist the con­trac­tor both in and out of court and to im­me­di­ate­ly do ev­ery­thing that may be ex­pect­ed of him 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.

Con­trary to the statu­to­ry lim­i­ta­tion pe­ri­ods, a lim­i­ta­tion pe­ri­od of one year ap­plies to all claims against the con­trac­tor and the third par­ties en­gaged by the con­trac­tor (if any).

CHANGE TERMS AND CON­DI­TIONS, DIS­PUTES AND FINAL PRO­VI­SION 

The Con­trac­tor has the right to uni­lat­er­al­ly change these gen­er­al terms and con­di­tions.

Changes will also apply to agree­ments al­ready con­clud­ed.

The Con­trac­tor will in­form the Client of the changes by e-mail.

The changes to the gen­er­al terms and con­di­tions will take ef­fect 30 days after the Client has been no­ti­fied of the changes.

If the Client does not agree with the an­nounced changes, the Client has the right to dis­solve the agree­ment.

If one of the par­ties does not com­ply with any es­sen­tial obli­ga­tion under the agree­ment, the other party will offer the de­fault­ing party the op­por­tu­ni­ty by reg­is­tered let­ter to still ful­fill its obli­ga­tions with­in a rea­son­able pe­ri­od of time.

If the de­fault­ing party still fails to ful­fill its obli­ga­tions with­in the spec­i­fied pe­ri­od, its rights under this agree­ment will lapse and the other party is no longer obliged to ful­fill any obli­ga­tion rest­ing on it.

If a dis­pute aris­es be­tween the Client and DAPP as a re­sult of or as a re­sult of the agree­ment and/or as­sign­ment, the par­ties will try to re­solve this dis­pute through am­i­ca­ble con­sul­ta­tion. This also in­cludes the op­tion of sub­mit­ting the dis­pute joint­ly to an in­de­pen­dent ex­pert for ad­vice and me­di­a­tion.

Dis­putes be­tween the Con­trac­tor and the Client will only be sub­mit­ted to the com­pe­tent court in the Dis­trict Court of Gelder­land in Arn­hem, un­less the law pre­scribes oth­er­wise.

All legal re­la­tion­ships to which the Con­trac­tor is a party are ex­clu­sive­ly gov­erned by Dutch law. This also ap­plies if an  com­mit­ment is whol­ly or part­ly per­formed abroad or if the Client is domi­ciled abroad.

Dapp B.V.
Pas­cal­weg 5-06
4104 BE Cu­lem­borg