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General terms of Zeker Zichtbaar

General terms and conditions of Zeker Zichtbaar B.V., established in Scherpenzeel, published on the website www.zekerzichtbaar.nl.

1. Definitions

  1. Zeker Zichtbaar B.V., hereinafter referred to as Zeker Zichtbaar, established at Holleweg 16-F, 3925 LW Scherpenzeel (municipality of Scherpenzeel).
  2. Client: any natural person or legal entity that has commissioned Zeker Zichtbaar to perform work and/or deliver products.
  3. Activities: all work performed by Zeker Zichtbaar, for which the client has given an assignment or which Zeker Zichtbaar performs on other grounds directly related to the assignment, or which should be performed. All this in the broadest sense of the word.

2. Applicability

  1. These General Terms and Conditions apply to all offers and agreements whereby Zeker Zichtbaar performs work and/or supplies goods and services to the client. Except in the case where parties explicitly agree to other conditions, these conditions apply to all agreements that are established between parties. These General Terms and Conditions also apply to all other (legal) acts between Zeker Zichtbaar and the client.
  2. The provisions in these General Terms and Conditions do not apply insofar as they conflict with mandatory law. In case of conflict with mandatory law, the parties will consult with each other to adjust the relevant provision in such a way that the intent of the provision remains intact as much as possible and the provision meets the requirements of mandatory law.
  3. The applicability of any purchasing or other conditions of the client is expressly rejected by means of these General Terms and Conditions.

3. The assignment and confirmation

  1. The confirmation of the assignment by the client also implies agreement with these General Terms and Conditions.
  2. All quotations and offers are without obligation and are considered an invitation to make an offer, unless agreed otherwise in writing, or if otherwise deviated from in these General Terms and Conditions.
  3. If certain costs or cost items cannot reasonably be foreseen when drawing up the quotation and offer, these can be included pro memoria by Zeker Zichtbaar. The determination of these costs will subsequently be made afterward according to reasonableness.
  4. A quotation provided by Zeker Zichtbaar has a validity period of one month, unless agreed otherwise. The agreement is established at the moment that the client has unconditionally agreed to the quotation and has confirmed this to Zeker Zichtbaar.

4. Client data

  1. The client is obliged to provide Zeker Zichtbaar with all data and documents that Zeker Zichtbaar needs for the proper execution of the assignment, in a timely manner, in the desired form, and in the desired way.
  2. The client guarantees the accuracy, completeness, and reliability of the data and documents made available to Zeker Zichtbaar. This also applies if they come from third parties, insofar as the nature of the assignment does not dictate otherwise.
  3. The client indemnifies Zeker Zichtbaar against all damage resulting from the data and documents provided by the client, as well as against all claims by third parties regarding alleged infringements of patent and/or copyright and/or trademark and/or design rights, as well as regarding unlawful acts or shortcomings alleged by those third parties.
  4. Zeker Zichtbaar has the right to suspend the execution of the assignment until the moment that the client has fulfilled the obligation mentioned in the previous paragraph.
  5. The additional costs arising from the delay in the execution of the assignment, caused by the failure to provide, the untimely provision, or the improper provision of the required data and documents, are for the account of the client.

5. Execution of the assignment

  1. Zeker Zichtbaar determines the manner in which the granted assignment is executed. Zeker Zichtbaar strives to execute the agreed assignment to the satisfaction of the client, in accordance with the reasonable requirements that can be set for it. Zeker Zichtbaar has the right to have certain work performed by third parties.
  2. The terms mentioned by Zeker Zichtbaar are indicative and not fatal. Exceeding any term can only give rise to compensation insofar as this has been agreed in writing.
  3. Zeker Zichtbaar retains ownership of goods delivered to the client until the moment that the client has fulfilled all obligations arising from the agreement.

6. Prices and payment

  1. All prices are exclusive of VAT.
  2. With regard to long-term agreements, Zeker Zichtbaar is entitled, by means of written notification, with due observance of a term of three months, to adjust the applicable prices and rates. The client has the right to terminate the agreement with Zeker Zichtbaar with immediate effect if the client notifies Zeker Zichtbaar of the termination within fourteen days after the written notification of the change in rates.
  3. All invoices must be paid by the client within fourteen days after the invoice date. If the client does not pay the amounts due within the agreed term, the client will owe the statutory (commercial) interest on the outstanding amount, without a notice of default being required. If the client is in default with payment of the invoice, Zeker Zichtbaar can hand over the claim. All judicial and extrajudicial costs incurred by Zeker Zichtbaar will in that case be owed by the client. The extrajudicial costs amount to at least 15% of the amount due with a minimum of € 200.00.
  4. In the case of a long-term agreement, where there are amounts to be paid periodically by the client (such as with maintenance contracts), the periodically due amounts will be owed by the client in advance and will be charged by Zeker Zichtbaar prior to the period.
  5. In deviation from the above, payment for project-based assignments will be made as follows: - 40% of the total amount after the establishment of the agreement; - 50% of the total amount after the client has approved the concept presentation; - 10% of the total amount immediately after delivery of the assignment.
  6. Zeker Zichtbaar is entitled to proceed with earlier invoicing if the execution of the agreement has been delayed as a result of the client not providing, not providing in time, or not fully providing the data requested and required by Zeker Zichtbaar.

7. Intellectual property

  1. All rights of intellectual and industrial property and the websites, files, quotations, or other materials and data developed and made available under the agreement, rest exclusively with Zeker Zichtbaar or its suppliers.
  2. The client only acquires the rights and powers that are explicitly granted by these conditions or otherwise. The client is, without further reservation, entitled to use the intellectual products made by Zeker Zichtbaar for the provided assignment.
  3. Zeker Zichtbaar is authorized to use the data, data, and products provided by the client as demonstration material within its regular (marketing) activities. Zeker Zichtbaar has the right to include its name and a link to a website in the projects delivered by Zeker Zichtbaar to the client.

8. Confidentiality

Parties are mutually obliged to maintain confidentiality of confidential information towards third parties who are not involved in the execution of the assignment.

9. Force majeure

  1. Neither party is bound to fulfill any obligation if they are prevented from doing so as a result of force majeure. Force majeure also includes: force majeure of suppliers of Zeker Zichtbaar, the failure to properly fulfill obligations by suppliers that have been prescribed to Zeker Zichtbaar by the client, and prolonged illness of key employees of Zeker Zichtbaar.
  2. In the event of force majeure on the part of Zeker Zichtbaar, obligations are suspended until the moment that Zeker Zichtbaar is again able to fulfill these in the agreed manner. In the event that fulfillment of the agreement in such a case is permanently impossible or only possible after a period of at least 6 months, the parties have the right to dissolve the agreement without the other party being due anything.

10. Liability

  1. The total liability of Zeker Zichtbaar due to an attributable failure in the fulfillment of the agreement is limited to compensation for direct damage up to a maximum of the amount stipulated for that agreement (excluding VAT).
  2. If the agreement is mainly a continuing performance contract with a term of at least one year, the price stipulated for the agreement is set at the total of the fees (excluding VAT) stipulated for one year.
  3. Direct damage is exclusively understood to mean:
    • reasonable costs that the client has had to incur to repair the defect in the performance;
    • direct costs, incurred for the determination of the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these conditions;
    • reasonable costs, incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage within the meaning of these conditions.
  4. The liability of Zeker Zichtbaar for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business stagnation, and all other forms of damage than mentioned in paragraph 1 of this article, from whatever cause, is excluded. In no case will the total compensation for direct damage amount to more than € 100,000.-- (in words: one hundred thousand euros).
  5. The liability of Zeker Zichtbaar due to an attributable failure in the fulfillment of the agreement exists in all cases only if the client has immediately and properly given Zeker Zichtbaar written notice of default, whereby a reasonable term is set for remedying the failure, and Zeker Zichtbaar also after that term continues to fail attributably in the fulfillment of its obligations. The notice of default must contain a description of the failure that is as complete and detailed as possible, so that Zeker Zichtbaar is able to respond adequately.
  6. A condition for the arising of any right to compensation is that the client reports the damage to Zeker Zichtbaar in writing as soon as possible after its occurrence.
  7. Any defect with regard to the work performed and/or the invoice amount must be made known to Zeker Zichtbaar in writing within two weeks after the date of dispatch of the performance of the work or delivery of the goods about which the client complains. Any complaint as referred to in this provision does not suspend the client's payment obligation. In the case of a justifiably made complaint, Zeker Zichtbaar will either perform the rejected work again free of charge or remedy the defect free of charge.

11. Additional work

If Zeker Zichtbaar, at the request or with the prior consent of the client, has performed work or other services that fall outside the content or scope of the agreement, this work or services will be reimbursed by the client to Zeker Zichtbaar according to the usual rates of Zeker Zichtbaar. Zeker Zichtbaar may require that a separate written agreement be drawn up for these additional activities.

12. Termination

  1. Long-term agreements are deemed to have been entered into for an indefinite period. Long-term agreements (including maintenance contracts and hosting) can be terminated by notice against the end of the established payment period, with due observance of a notice period of at least one month.
  2. Both Zeker Zichtbaar and the client only have the authority to dissolve the agreement in the event that the failure continues, after the relevant party has been properly given written notice of default with due observance of a reasonable term, and only insofar as there is a material failure in the fulfillment of obligations under the agreement, which justifies dissolution.
  3. Each of the parties can terminate the agreement without notice of default with immediate effect in whole or in part in writing, if the other party has been granted a suspension of payments, if bankruptcy is filed with respect to a party, or if the company is liquidated or terminated. Zeker Zichtbaar is never obliged to refund already received amounts or to pay compensation due to this termination.
  4. If the client has already received a performance for the execution of the agreement at the time of dissolution, these performances and the related payment obligations will not be subject to undoing, unless the client proves that Zeker Zichtbaar is in default with respect to those performances.

13. Applicable law

Dutch law applies to these general terms and conditions.