Terms and conditions Codeforward B.V.
Article 1 Applicability
1.1 The general terms and conditions apply to every offer and every agreement concluded with the private company with limited liability Codeforward B.V., established in Heerlen and registered in the Trade Register of the Chamber of Commerce under number 88138739 - hereinafter referred to as: 'contractor'. Each counterparty of the contractor is referred to as: 'client'.
1.2 Subject to written acceptance by the contractor, the provisions in the general terms and conditions will not be deviated from.
1.3 Subject to written acceptance by the contractor, agreements with the contractor shall never be subject to the client's general terms and conditions.
1.4 The contractor reserves the right to change the general terms and conditions. A change in the general terms and conditions never gives the client the right to dissolve the agreement with the contractor.
1.5 Codeforward B.V. is dedicated to developing, implementing and operating software and related services. These general terms and conditions relate to the service.
Article 2 Offer and conclusion of agreement
2.1 An agreement is then concluded when the client accepts an offer from the contractor.
2.2 Each offer from the contractor is valid for thirty (30) days, unless agreed otherwise in writing. After that, the offer expires and the client can no longer derive any rights from it.
Article 3 Assignment and execution agreement
3.1 The assignment is an agreement of assignment, whereby the contractor performs work or provides services or supplies goods for the benefit of the client. The assignment can be entered into for an agreed duration or for an indefinite period, for example in the case of service contracts.
3.2 The contractor will perform the assignment to the best of its ability, in accordance with what is included in the agreement, in an independent manner, with due observance of the usual care. The client will always provide all reasonable cooperation in the execution of the assignment, if the contractor so requires.
3.3 In the performance of the assignment, the contractor strives to observe the terms agreed with the client, but these terms do not bind the contractor. If there is a threat of exceeding an (interim) term, the contractor will immediately inform the client of this and the parties must enter into consultation. Exceeding an (interim) term does not count as a defect as referred to in Article 6.
3.4 If the parties have agreed that execution of the assignment will take place in phases, the client is obliged to grant written approval per phase with regard to the work already carried out before the contractor commences work in subsequent phases, unless agreed otherwise.
3.5 In the performance of the assignment, the contractor is not obliged to follow instructions from the client, if this changes or supplements the agreement. However, the contractor can accept such changes or additions as additional work and charge the costs for this to the client. In this context, the client must take into account the shifting of already agreed terms.
3.6 If the client consists of several natural persons and/or legal entities, each of those persons is jointly and severally liable to the contractor for compliance with the agreement.
3.7 In order to be able to carry out the assignment, the client will make all relevant information, data and documents available to the contractor, whether or not at the request of the contractor.
3.8 The client is responsible for the correctness of the information, data and documents it provides to the contractor. The contractor accepts no liability with regard to the correctness of the information, data and documents or misuse of that information, unless there is intent or willful recklessness on the part of the contractor.
3.9 The contractor is entitled to use its employees or auxiliary persons in the performance of the assignment. The client is responsible for facilitating necessary services and goods if an employee or auxiliary person performs work for the client. Except for intent or willful recklessness, the contractor is never liable for damage caused by malfunctions or the unavailability of such facilities on the part of the client.
3.10 If necessary, the contractor can use goods and/or services of third parties in the performance of the assignment. If this is not included in the agreement, the contractor will inform the client of this.
Article 4 Prices
4.1 The contractor will charge the client a price, based on an hourly wage or a fixed or variable amount, which is laid down in the agreement, with regard to the work to be performed, services to be provided or goods to be delivered. The contractor is entitled, after written notification to the client, to adjust the rates, such as the service fee or the hourly rate, once a year during the agreement.
4.2 Unless otherwise agreed, all prices and rates are exclusive of VAT and other levies (imposed by the government). All prices are in euros.
4.3 The contractor reserves the right to charge advances for the implementation of the agreement, or in the meantime, if it deems this necessary in view of the scope and performance of the agreement.
4.4 If no work can be carried out at agreed times due to causes attributable to the client, the contractor reserves the right to charge costs to the client for this, as if work had been carried out.
4.5 If, at the time of the performance of the agreement, it appears that the contractor considers it necessary that additional or other work must be performed for a proper performance of the assignment, this will be separately quoted as additional work to the client and will be carried out after approval of that quotation.
Article 5 Payment
5.1 Payment must be made within fourteen (14) days after the invoice date, in a manner specified by the contractor in the agreement, unless deviated from in writing. Unless otherwise agreed, payment is made in euros.
5.2 The parties may agree that a periodic payment obligation applies to the client.
5.3 The client is in default by operation of law if it does not, not timely, not fully or not properly fulfill its obligations towards the contractor.
5.4 The client is not allowed to set off claims that it believes it has against the contractor against amounts still owed to the contractor.
5.5 The client is excluded from suspending any payment of an amount due to the contractor, for whatever reason.
5.6 If amounts still due are not paid on time by the client, the client owes the statutory commercial interest from the day that it is in default. The contractor also reserves the right to hand over all its claims for collection. The client will then owe extrajudicial collection costs, equal to fifteen (15) percent of the amounts still due.
5.7 The contractor is entitled to suspend all work to be performed, services to be provided or delivery of goods for the benefit of the client, if the client is in default for more than one month with payment of any amount owed to the contractor.
Article 6 Defects
6.1 Any defect with regard to an assignment carried out by the contractor must be made known in writing by the client to the contractor within thirty (30) days after the invoice date or becoming aware of the defect, failing which the right of complaint is expired and is deemed to have been delivered properly.
6.2 The notification of any defect as referred to in paragraph 1 never suspends the payment obligations of the client.
6.3 If the contractor is of the opinion that a defect should be at its expense and risk, the contractor is obliged to remedy the defect within a reasonable period of time and to inform the client of this.
Article 7 Notice and Termination
7.1 The client is not entitled to terminate the agreement prematurely if the agreement has been entered into for a definite period of time or for the duration of a project.
7.2 An agreement that has been entered into for an indefinite period of time can be terminated prematurely by both parties, stating reasons and after consultation with the contractor. In the event of termination, the parties take each other's interests into account and observe a notice period of two months.
7.3 The contractor is entitled to terminate the agreement with the client with immediate effect, without notice of default or judicial intervention being required, if the client is declared bankrupt, is granted suspension of payment, or if the client has discontinued its business, or if the client transfers control of its company to a third party.
7.4 With regard to a termination as referred to in paragraph 2, the contractor is never obliged to pay compensation.
7.5 After termination in violation of paragraph 1 by the client, the entire claim of the contractor is immediately due and payable. The consequences of such cancellation will be at the expense and risk of the client. The client is liable for the damage suffered and still to be suffered by the contractor as a result of the cancellation, which includes loss of turnover during the term of the agreement.
7.6 If the client wishes to terminate the agreement prematurely, without this having been agreed or for reasons unrelated to what has been agreed, the client is obliged to pay compensation to the contractor, consisting of lost turnover over the term of the contract agreement.
7.7 With regard to a termination as referred to in paragraph 3, the contractor is entitled to claim compensation amounting to the damage actually suffered by it as a result of that termination.
7.8 Both parties are entitled to dissolve the agreement if the other fails to fulfill essential obligations of the agreement, such as, for example, non-payment of invoices, failure to provide information required for the execution of the assignment.
Article 8 Force majeure
8.1. The contractor is not obliged to fulfill any obligation if it is prevented from doing so by a circumstance that cannot be attributed to it as a result of force majeure. This is the case if the contractor is hindered in the fulfillment of its obligations as a result of all external causes, foreseen or unforeseen, over which the contractor has no influence, such as war, riots, riots, acts of war, fire, natural disasters, strikes and/or work interruptions, internet failures, cyber attacks that breach the contractor's security, failures in energy or material supply, non-delivery or late delivery of products by suppliers, limited or no availability of raw materials/semi-finished products/auxiliaries/packaging/transport equipment, government measures and in- and export barriers. If compliance is permanently impossible or if the temporary force majeure lasts longer than 3 months, both parties are entitled to dissolve the agreement in writing.
Article 9 Confidentiality
9.1 The contractor and client are bound to secrecy with regard to all confidential information related to the agreement that they have obtained from each other or from another source before, during or after the performance of the assignment. If third parties are used in the performance of the agreement, this article also applies to those third parties.
9.2 Information is to be regarded as confidential if that confidentiality has been communicated by one of the parties, or if one of the parties knows or should reasonably suspect that the information is to be regarded as confidential.
9.3 The contractor will only use the confidential information for the purpose for which it was provided by the client.
9.4 After an assignment, the parties are obliged to return the confidential information obtained for this purpose to the party to whom the information belongs.
Article 10 Privacy
10.1 The client will inform the contractor in writing at its request about the way in which the client implements its obligations with regard to the protection of personal data, if this request is related to the performance of the assignment.
10.2 The client indemnifies the contractor against claims from persons whose personal data are processed, and for whom the client is legally responsible. This also applies to data that is processed using the services provided or goods supplied by the contractor.
10.3 If the contractor performs work related to the processing of personal data, but which in principle is not related to the assignment, the contractor can charge all costs for this to the client.
Article 11 Retention of title
11.1 The contractor retains ownership of all goods that have been delivered to the client in connection with an agreement, until the client has fully fulfilled its financial obligations towards the contractor.
11.2 However, the provisions of paragraph 1 apply to all immaterial goods, copyrights or other intellectual property rights delivered by the contractor.
Article 12 Intellectual property rights
12.1 All intellectual property rights arising from the agreement regarding software, data files, applications, designs, documentation, reports and quotations developed or made available to the client accrue to and are vested in the contractor, unless agreed otherwise.
12.2 The client is not permitted to reproduce or disclose the assignment or parts thereof, including results and working methods arising from the assignment, without the contractor's prior permission.The contractor is entitled to state its name or to remove it.
12.3 All that has been established by the contractor within the framework of an agreement remains the property of the contractor, unless expressly agreed otherwise. The client will only receive the rights of use and powers that arise from the agreement or that have been assigned to it on the basis of the assignment. Rights of use are not transferable and not subject to pledging.
12.4 The client is not permitted to change or remove any designation regarding a brand, copyright or any other intellectual property right of the contractor from the services provided or goods supplied.
12.5 At its request, the contractor may require the client to establish a right of pledge on all goods that have been placed in the power of the client with regard to the agreement, as security for all that the client owes the contractor, including non-due and payable debts.
Article 13 Liability
13.1 The contractor's liability for any attributable shortcoming in the fulfillment of an agreement is limited to compensation for direct damage, up to a maximum of the value of the goods delivered to the client. Direct damage is understood to mean only 1) reasonable costs to determine the cause and extent of the damage, 2) reasonable costs that the client would have to incur to have the performance conform to the agreement, insofar as those costs can be charged to the contractor. and 3) reasonable costs incurred to prevent and limit damage, insofar as the client can demonstrate that those costs have led to limitation of damage.
13.2 Liability for indirect damage, such as consequential damage, lost profits, invested working hours, loss or mutilation of data, reduced goodwill, as well as all other forms of damage than those referred to in paragraphs 1 and 2, for whatever reason, is excluded.
13.3 The provisions of paragraphs 1 and 2 do not apply in the event of intent or willful recklessness on the part of the contractor.
13.4 Liability of the contractor due to an attributable shortcoming in the performance of the agreement only arises if the contractor is immediately given notice of default in writing, with a reasonable term for performance and a proper description of the shortcoming, and the contractor after that reasonable term continues to fall short.
13.5 The amount to be paid by the contractor as a result of an attributable shortcoming, or compensation, will never exceed the amount to be paid by its liability insurer.
13.6 Any claim for damages against the contractor will lapse by the mere lapse of twelve (12) months after the occurrence of the damage.
13.7 The client indemnifies the contractor against all third-party claims related to agreements that apply between the client and the contractor. The contractor is entitled to exercise its right of recourse against the client for any claim that a third party believes it has against the contractor.
Article 14 Applicable law and competent court
14.1 Dutch law applies to all agreements concluded with the contractor. Applicability of the Vienna Sales Convention 1980 is excluded.
14.2 Disputes arising and related to or arising from an agreement concluded with the contractor will be brought exclusively before the competent court of the District Court of Limburg.