Terms and Conditions NewBizz
These Terms and Conditions are translated Dutch and serve only as a translation. The Dutch General Terms and Conditions are the conditions that are applicable.
Article 1. General
1. These conditions apply to all offers, quotations, activities, agreements, routes and delivery of other services and products, all in the broadest sense of the word, hereinafter referred to as “Assignment”, by or on behalf of NewBizz B.V. (hereinafter referred to as: “Contractor” or “NewBizz”), insofar as these conditions have not been deviated explicitly and in writing.
2. The agreement or Assignment means the agreement of the assignment under which NewBizz performs work for a Client and to which these general terms and conditions apply.
3. The conditions also apply to actions by third parties engaged by the Contractor in the context of the Assignment.
4. NewBizz is authorized to unilaterally change these general terms and conditions. In case of changed general terms and conditions, these immediately apply to all new and current assignments.
5. The applicability of any purchase or other conditions of the Client is expressly rejected.
Article 2 Order description
1. The Contractor must inform itself sufficiently of the Client’s objectives with the Assignment.
2. Contract confirmations of the Contractor are based on the information provided by the Client. The Client guarantees that it has provided all essential information for the design and execution of the Assignment to the best of its knowledge.
3. The Contractor will perform the Assignment to the best of its knowledge and ability. This obligation has the nature of a best efforts obligation, unless agreed otherwise in writing.
Article 3 Quotations and offers
1. All offers and offers from the Contractor are without obligation, unless the offer contains a term for acceptance. The Contractor cannot be held to its quotes or offers if the Client can reasonably understand that the quotes or offers, or any part thereof, contain an obvious mistake or error.
2. The prices stated in a quotation or offer are exclusive of VAT and other government levies and any costs to be incurred in the context of the agreement, including travel and accommodation costs, unless stated otherwise.
Article 4. Contract duration, execution times, delivery time, planning
1. The agreement between the Contractor and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. Agreed delivery times are not binding in the event of delays due to unforeseen circumstances that are related to interim changes in the Assignment or to other circumstances that neither the Contractor nor the Client reasonably had to take into account when the agreement was concluded. If the Contractor foresees a delay, he will immediately inform the Client thereof.
3. The contractor has the right to have certain work done by third parties. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded.
4. If, in the context of the assignment, work is performed by the Contractor or third parties engaged by the Contractor at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
5. The Client will ensure that all data, which the Contractor indicates is necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to the Contractor in a timely manner. If the information required for the execution of the agreement is not provided to the Contractor in time, the Contractor has the right to suspend the execution of the agreement.
Article 5. (Premature) termination of the Assignment / suspension and dissolution of the Assignment
1. Both parties have the right to cancel the assignment in writing at any time. In that case, the Client is obliged to pay all costs to the Contractor for the work performed up to the moment of termination, and to reimburse any other costs. An assignment cannot be terminated retroactively.
2. The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or timely fulfill the obligations under the agreement.
3. If the agreement is dissolved, the Contractor’s claims against the Client are immediately due and payable. If the Contractor suspends fulfillment of the obligations, it will retain its rights under the law and the agreement.
4. If the Client cancels an Order or terminates it prematurely, the work already performed by the Contractor, plus any costs, will be charged to the Client and the Client is obliged to pay for it.
Article 6 Payment
1. The activities of NewBizz are invoiced on the basis of an hourly rate, unless the parties have agreed otherwise in writing. The contractor reserves the right to adjust the rates annually.
2. In principle, the Contractor sends invoices afterwards and only by e-mail or by other digital means. The invoice contains / states a general description of the work performed.
3. The costs that are not included in the rates will be charged directly by the Contractor to the Client. This includes (but is not limited to) travel and accommodation costs and the costs of third parties that have been engaged after approval by the Client.
4. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor. The contractor is entitled to invoice monthly.
5. If the Client is of the opinion that the invoice is incorrect, the Client must notify the Contractor of the objection in writing and with reasons within one week of the invoice date. Afterwards, the invoice will be considered as undisputed between the parties. Any objection does not suspend and / or lift the obligation of the Client to timely payment of the invoice.
6. If the invoice is not paid on time, the Contractor reserves the right to suspend its activities immediately.
7. If the Client does not pay on time, the Client will be in default by operation of law without further notice or notice of default being required. From that moment on, the Client owes interest of 2% per month on the amount owed. The Contractor is also entitled to take collection measures from that moment on.
8. All reasonable costs to obtain payment out of court and any collection costs will be borne by the Client. The extrajudicial costs are set at 15% of the principal and interest, with a minimum of 500 euros. The judicial costs include the full costs incurred by the Contractor.
9. In the event of liquidation, bankruptcy, statutory debt rescheduling or suspension of payment of the Client, NewBizz is entitled to immediately claim all claims against the customer.
Article 7 Complaints
1. Complaints regarding the performance of the Contractor’s work must be made known to the Contractor in writing and with reasons, within 14 days after these activities have been carried out, or within 14 days after discovery of the defect if the Client demonstrates that he / she has demonstrated the defect. could not reasonably have discovered before.
2. Any complaint does not suspend and / or lift the obligation of the Client to timely payment of the invoice.
Article 8 Liability
1. The contractor is never liable for direct or indirect damage that:
a. ensues from (short) verbal advice for which the Contractor has not charged the Client any costs; and / or
b. has arisen because the Contractor has assumed incorrect or incomplete information provided by or on behalf of the Client; and / or
c. was caused by the Contractor suspending the work due to late payment of an invoice; and / or
d. is caused by shortcomings of engaged third parties;
2. The contractor is not liable for damage resulting from the agreement, unless the damage was caused intentionally or with gross negligence.
3. The contractor is only liable for direct damage. Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
4. Without prejudice to the foregoing, any liability of the Contractor as a result of or in connection with the execution of an assignment is limited to the amount that is paid in the relevant case on the basis of the liability insurance taken out by the Contractor.
5. If, for whatever reason, no payment is made on the basis of the liability insurance and / or this insurance does not provide cover, the Contractor can be held liable to a maximum of the amount received for the assignment in question. If the assignment has a term of more than 3 months, the aforementioned liability will be limited to the fee that the Contractor has received from the Client over the last 3 months.
6. The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement. If the Contractor is held liable by third parties for this reason, 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. All costs and damage on the part of the Contractor that are incurred as a result of this are fully for the account and risk of the Client.
Article 9 Intellectual property
1. The Contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.
2. All documents provided by NewBizz, such as reports, advice, designs, sketches, models, software, etc., are exclusively intended to be used by the Client in the context of an Assignment and may not be used by him / her without NewBizz’s prior written permission. be reproduced, published, (commercially) exploited, or brought to the attention of third parties.
3. The Contractor has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.
Article 10 Confidentiality and handling of personal data and data
1. Subject to a legal obligation, both parties are obliged to maintain the confidentiality of all confidential information that they have obtained in the context of an Assignment from each other or from another source. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
2. For more information, the client is referred to the NewBizz privacy statement, the latest version of which can be found on the NewBizz website.
Article 11 Applicable law and disputes
1. All legal relationships to which the Contractor is a party are governed exclusively by Dutch law.
2. The judge in the place of business of the Contractor has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise.
3. Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.