General Terms & Conditions SPYNE B.V.
These general terms and conditions apply to all situations in which Spyne B.V. acts as The Contractor. The other party is referred to in these General Terms and Conditions as the Client.
Article 1. Definitions
In these General Terms and Conditions, the following capitalised terms always have the following meanings:
SPYNE BV the limited liability company SPYNE B.V., located in ‘s-Hertogenbosch,
Graafseweg 350 (5213 AS);
General Terms These general terms of SPYNE B.V.;
Service: The services provided by SPYNE;
Intellectual Property: all intellectual property rights like copyrights, trademarks, patents,
tradenames, database rights and related rights, as well as related rights such
as rights relating to knowhow and domain names;
Client: the contractor and contracting party of SPYNE B.V. by this Agreement;
Agreement: the assignment agreement between SPYNE B.V. and the Client in which the specifications of the Services are included;
Party/Parties: SPYNE B.V. and/or Client.
Article 2. Applicability
The General Terms and Conditions apply to every Agreement between SPYNE B.V. and the Client. Any general terms and conditions of the Client are hereby expressly rejected.
Deviations from and additions to the Agreement are only valid if they have been agreed in writing by the
Parties.
When SPYNE B.V. engages other parties to provide the Services to Client, these General Terms and Conditions also apply to the performance of the Services by this other party.
SPYNE B.V. is entitled to change these General Terms and Conditions. Substantive changes will take effect one (1) month after publication. Changes to the General Terms and Conditions have no effect on an existing Agreement.
Article 3. Agreement Establishment
Quotations and offers of SPYNE B.V. are without any obligation, unless a period of validity is included in the quotation. If no period for acceptance is included, the offer always expires after one month.
If the Client gives SPYNE B.V. an assignment without a prior offer, SPYNE B.V. is only bound by this assignmentafter it has confirmed it in writing to the Client.
An offer for the provision of multiple Services does not oblige SPYNE B.V. to deliver part of the Services in thisoffer at a corresponding part of the price.
Offers, quotations, quotations and rates do not automatically apply to new assignments.
Article 4. The Service
SPYNE B.V. always performs its Services in accordance with a best-efforts obligation and it does not give any guarantee regarding the results of its services, unless the Parties explicitly agree otherwise in writing.
SPYNE B.V. will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements imposed on a professional party. If and insofar as a proper execution of the Agreement requires this, SPYNE B.V. has the right to have certain work carried out by third parties, at the discretion of SPYNE B.V.. The applicability of Articles 7:404, 7:407 and 7:409 of the Dutch Civil Code are expressly excluded.
Only if this is explicitly stipulated in writing in the Agreement, an agreed term shall be regarded as a deadline. In all other cases, an agreed term is indicative.
Article 5. Obligations Client
The Client undertakes to provide SPYNE B.V. with all necessary information and to provide cooperation that SPYNE B.V. needs to perform the Services. SPYNE B.V. may suspend the work if the Client does not comply with the obligation of this provision. SPYNE B.V. is never liable for any damage and/or delay caused by non-compliance, late or inadequate compliance with the information and cooperation obligation referred to in this article.
Article 6. Termination of the Agreement
The duration of the Agreement is determined in the Agreement itself.
SPYNE B.V. is permitted to terminate an Agreement in writing at any time with due observance of a notice period of one month. SPYNE B.V. is not obliged to pay any form of compensation and/or financial
compensation as a result of an (early) termination.
Each of the Parties shall have the right to terminate the Agreement, in whole or in part, with immediate effect, without observing a notice period, if the other Party goes bankrupt or is granted a suspension of payment to the other Party, as well as if the business of the other Party is dissolved or undergoes a liquidation.
If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the associated payment obligation of the Client will not be subject to any undoing obligation, unless the Client can prove that SPYNE B.V. is in default with regard to specifically those Services. Amounts invoiced by SPYNE B.V. prior to the dissolution in connection with the performance already properly performed or delivered by SPYNE B.V. in the context of the execution of the Agreement remain due in full and are immediately due and payable at the time of dissolution.
Article 7. Fees and payment terms
All amounts as mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other levies imposed by the government, unless stated otherwise.
The Client must pay the invoice in full within a period of 14 days after the invoice date. This payment term counts as a deadline and the Client is therefore in default without further notice of default if payment is not made on time.
If the Client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he must immediately inform SPYNE B.V. of this, with the presentation of convincing evidence of its position. If the content is not disputed within one month after receipt of the invoice, the right to dispute the content of that invoice expires. Dispute of (part of) an invoice does not suspend the Client's payment obligation with regard to (the undisputed part of) an invoice.
Article 8. Intellectual Property
All Intellectual Property Rights that rest on documents or materials that the Client hands over to SPYNE B.V. in the context of the execution of the Agreement, remain with the Client at all times.
The Intellectual Property Rights held by SPYNE B.V. when entering into the Agreement remain with SPYNE B.V.. If an employee is employed by SPYNE B.V., any claims of that employee for intellectual property rights that arise during the exercise of the employment will accrue to the Client for whom the employee is employed.
Article 9. Liability
The liability of SPYNE B.V. is limited to compensation for direct damage regardless of the reason for the liability.
Direct damage is only understood to mean:
− Reasonable costs to prevent damage, as far as the Client can demonstrate that these expenses have led to a limitation of the direct damage within the meaning of the Agreement;
− Expenses reasonably incurred by the Client to determine the cause and extent of the damage, as far as the determination is related to direct damage within the meaning of the Agreement;
− Reasonably incurred costs that the Client must incur for the performance of SPYNE B.V. to comply with the Agreement.
SPYNE B.V. is not liable for damages other than direct damage, such as loss of profit, loss of turnover, loss of expected savings and other similar financial losses, as well as loss of goodwill or good name or reputation and any other damage that does not fall under the aforementioned direct damage.
As far as SPYNE B.V. is liable, this liability is limited to a maximum of the compensation that the Client has paid under the Agreement. For long-term assignments (longer than 6 months), liability is limited to a maximum of the invoice value during two calendar months.
The client's right to claim compensation expires in any case 3 months after the event that caused the damage has occurred.
Article 10. Various
The Client is not entitled to transfer its rights and/or obligations arising from the Agreement to a third party without the permission of SPYNE B.V., unless the Parties have expressly agreed otherwise in writing.
If any provision of this Agreement is not valid or becomes non-binding, the Parties shall remain bound by the remaining provisions. The parties will then, in good consultation, replace the invalid provisions with another that is valid and that approximates the intention of the Parties as much as possible.
The provisions in the Agreement and these General Terms and Conditions are considered to be complementary to each other. In the event of a conflict between a provision of the Agreement and the General Terms and Conditions, the provisions of the agreement shall prevail over the General Terms and Conditions.
The Agreement is governed by Dutch law. All disputes arising from the Agreement must be submitted in the first instance to the competent court in the district where SPYNE B.V. is established.
