Terms and conditions

Definitions

1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise:
   1. Contractor: the private limited company Chief IT B.V., with its registered office at 1566 XH Assendelft at the address Rialen 23, registered with the Chamber of Commerce under number 81465890, as well as companies and parties affiliated with this company;
   2. Client: the other party of the Contractor;
   3. Agreement: the agreement between the Contractor and the Client;
2. Unless expressly agreed otherwise, these conditions apply to all offers, quotations, and all agreements between the Client and the Contractor. These conditions also apply to agreements with the Contractor for the execution of which the Contractor must involve third parties.
3. The applicability of any general terms and conditions of the Client is expressly excluded.
4. If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place in function of the nature and/or purport of these general terms and conditions. The same applies if a situation arises between the parties that is not regulated in these general terms and conditions; in that case, this situation must also be assessed in function of the nature and/or purport of these general terms and conditions.

Offers and prices

1. All offers from the Contractor are without obligation, unless a term for acceptance is stated in the offer. Quotations are valid for two weeks, unless indicated otherwise.
2. The prices mentioned by the Contractor in offers and quotations are exclusive of VAT and other government levies, unless indicated otherwise.
3. If the acceptance deviates (on minor points) from what is included in the quotation, the Contractor is not bound by it. The agreement will then not be concluded on this deviating acceptance, unless the Contractor expressly agrees to it.
4. A composite quotation does not oblige the Contractor to perform the assignment for a corresponding part of the stated price.
5. The Contractor has the right to change its prices in the interim on January 1st and July 1st of each year for well-founded economic and/or financial reasons.

Execution of the agreement

1. The Contractor will execute the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship. If the Contractor supplies a (digital) product to the Client (such as a website or an app), graphic aspects can never constitute a breach of contract by the Contractor.
2. If and insofar as a proper execution of the agreement requires this, the Contractor has the right to have certain activities performed by third parties.
3. The Client shall ensure that all data of which is indicated or of which the Client should reasonably know that it is necessary for a proper execution of the agreement is made available to the Contractor in a timely manner. If and insofar as the data has not been provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the agreement and/or to charge the extra costs to the Client according to the usual rates.
4. If during the execution of the agreement and/or the service it appears that for a proper execution thereof it is necessary to change or supplement it, the parties will proceed to amend the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement and/or service is changed, whether or not at the request or instruction of the Client, and the agreement is thereby changed in a qualitative and/or quantitative respect, the Client accepts the consequences thereof and its effect on the agreement and/or the initially agreed service and acknowledges and accepts that the object of the agreement/service as well as the agreed price can be changed (in more or in less). The Contractor undertakes to provide a quotation for this in advance, insofar as possible. A change to the agreement may also change the originally stated term of execution, which is accepted by the Client.
5. If it has been agreed that the Agreement will be executed in phases, the Contractor may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the previous phase in writing.

Payment

1. Payment must be made within 30 days of the invoice date. The Contractor is always entitled to demand an advance payment.
2. If the Client fails to make the payment within the period of 30 days, the Client is in default by operation of law. The Client will then owe the statutory commercial interest in addition to the principal sum. If the Client still does not pay after a written reminder, the Client shall pay the extrajudicial (collection) costs to the Contractor, with a minimum of 10% of the total invoice amount.
3. The payments made by the Client will first be applied to reduce the costs, then to reduce the outstanding interest, and finally to reduce the principal sum.
4. The Client is not entitled to suspend payments to the Contractor. The Client is also not authorized to set off claims.
5. In the event of liquidation, bankruptcy, attachment, application of the WSNP, or in the event that the Client applies for a moratorium on payments, the claims of the Contractor are fully and immediately due and payable.
6. If the Client does not meet its (financial) obligations towards the Contractor, the Contractor is authorized to suspend the execution of the agreement.

Termination

1. Both parties may terminate the agreement in writing at any time. If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation for the work already performed.
2. If the Agreement is terminated by the Client, the Contractor will cooperate in a careful transfer of the assignment to a third party. The costs reasonably incurred by the Contractor (i.e., time) will be charged by the Contractor to the Client.
3. The Client may dissolve the Agreement if the Contractor is in default. The Contractor's default only occurs after a written notice of default in which the Contractor is given a reasonable period of at least four weeks to still perform the Agreement correctly. There can be no dissolution of the Agreement by the Client if the Contractor has suspended its obligations towards the Client on good grounds.
4. Complaints about the work performed must be made known to the Contractor in writing within eight days of the invoice being sent, failing which the Contractor's work will be deemed to have been performed correctly.

Renewal

1. At the end of a fixed-term Agreement, the agreement is tacitly renewed for the same period. Termination by the Client must take place one month prior to the end of the term of the Agreement, unless expressly agreed otherwise in writing.

Privacy

1. The parties shall endeavor to comply correctly with the applicable privacy legislation, including the GDPR. In this context, the Contractor has an obligation of effort and not an obligation of result.
2. The Contractor is not liable for infringements of the privacy rights of third parties (such as for the consequences of a data breach). Any fines or penalty payments imposed by the Dutch Data Protection Authority will never be for the account of the Contractor.

Liability

1. If the Contractor should be liable in connection with the (incorrect) execution of the Agreement, the liability of the Contractor is limited to what is regulated in these general terms and conditions.
2. The liability of the Contractor is in all cases limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates. If the liability relates to an Agreement with a duration of more than six months, then the liability is limited to a maximum of the fee over six months.
3. The Contractor is never liable for indirect damage, including consequential damage, lost profit, missed savings, and business interruption.
4. The Contractor is never liable for failure or inaccessibility of a product or service as a result of disruptions (including but not limited to: internet disruptions, power outages, etc.).
5. The Client indemnifies the Contractor against claims from third parties with regard to intellectual property rights on the materials or data provided by the Client that are used in the execution of the Agreement.
6. The Client guarantees that the information carriers, electronic files, software, etc. made available to the Contractor are free of viruses and defects. The Client is liable for all damage that the Contractor suffers if the Client does not comply with this guarantee.
7. Any claim and/or legal action against the Contractor, insofar as it has not been acknowledged by the Contractor, shall lapse after the expiry of a period of twelve months from the moment the claim and/or action arose.

Intellectual property / retention of title

1. Without prejudice to the other provisions in these general terms and conditions, the Contractor reserves all rights and powers that accrue to the Contractor under the (copyright) law.
2. All documents, products, designs, software, etc. provided by the Contractor are exclusively intended for use by the Client and may not be reproduced, made public, or brought to the knowledge of third parties without the written permission of the Contractor, unless expressly agreed otherwise in writing or it follows otherwise from the nature of the documents provided.
3. The Contractor has the right to use the knowledge and information obtained through the execution of the Agreement for other purposes, provided that no confidential information is brought to the knowledge of third parties.

Final provisions

1. Dutch law applies to the Agreement.
2. The court in the Contractor's place of business has exclusive jurisdiction to hear disputes.
3. If one or more provisions of these general terms and conditions are null and void or are annulled, the other provisions will remain in full force. The parties will then enter into consultation in order to replace the null and void or annulled provisions, whereby the purpose and purport of the original provisions will be observed if and insofar as possible.