General Terms & Conditions of Amsterdam Data Collective B.V.
ARTICLE 1: DEFINITIONS
1.1. ADC: Amsterdam Data Collective B.V. and its legal successors.
1.2. Customer: natural and legal persons who conclude an agreement with Amsterdam Data Collective B.V.
1.3. T&C: these general terms and conditions.
ARTICLE 2: GENERAL
2.1. These T&C apply to all offers and agreements between ADC and the customer, unless this is explicitly deviated from in writing.
2.2. ADC explicitly rejects the applicability of any conditions from the customer.
2.3. ADC has the right to unilaterally amend this T&C subject to article 5 of these T&C, which amendments will then also apply to already existing agreements. Where this is the case, an amended copy will be provided.
2.4. In the event that any stipulation of these T&C is declared void or otherwise not binding by a competent court, the remaining stipulations will remain unimpaired.
2.5. These conditions also apply to agreements whereby ADC involves third parties for implementation of the agreement.
ARTICLE 3: OFFER
3.1. An offer made by ADC to the customer, in writing, orally and/or electronically, is non-binding unless a period for acceptance is included by ADC.
3.2. If the customer has not accepted the offer in writing within the time limit, the offer expires, and ADC is entitled to amend the offer or withdraw it.
3.3. ADC has the right to amend an offer or withdraw it when it is based on inaccurate or incomplete information provided by the customer.
ARTICLE 4: AGREEMENT
4.1. All assignments to ADC are solely accepted and carried out on the basis of an agreement of instruction (overeenkomst van opdracht) between the customer and ADC, with exclusion of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code.
4.2. The agreement sets out the services to be performed and the products to be delivered and includes the hourly rate or agreed price.
4.3. A term for execution of services by ADC is always indicative and shall therefore never be considered a strict and final deadline, except when explicitly agreed upon otherwise by ADC and the customer. If a term for the execution of certain services is exceeded, ADC will inform the customer as soon as possible. However, ADC is never liable for any damages that the customer might incur due to exceeding the term, except in the case of intent or deliberate recklessness on the part of ADC.
4.4. In the implementation of the agreement, ADC adheres to the requirements of good craftsmanship. ADC will implement the agreement to its best knowledge and abilities, based on the known state of the art at that time. ADC only has a best efforts obligation and does not guarantee to achieve a desired result.
4.5. When dividing the agreement into separate parts, ADC can choose to invoice those parts separately. ADC can suspend parts of the agreement if it needs approval for the results of the previous part.
4.6. ADC may terminate the agreement at any time with a notice period of one month. ADC may terminate or modify the agreement at any time without prior notice if there are circumstances that prevent the execution of the agreement or in case the unaltered continuation of the agreement cannot be reasonably demanded from ADC (at the sole discretion of ADC). The customer may terminate the agreement at any time with a notice period of one month, but is obliged to pay the agreed fees or price for the work performed by ADC until the moment of termination.
4.7. At the discretion of ADC, the agreement may be fully or partially carried out by a third party. ADC shall, as far as possible, consult the customer before engaging third parties and shall exercise due care. ADC is not liable for any errors or omissions (such as last-minute cancellation) of any third parties engaged by ADC, including subcontractors. This also applies to legal entities or natural persons (in)directly carrying out work for ADC.
4.8. The agreement is terminated when the services are performed and the products are delivered by ADC and the agreed amount is paid by the customer.
4.9. Both ADC and the customer have the right to terminate the agreement without further notice with immediate effect if the other party requests suspension of payment, is granted a suspension of payments, in case of filing bankruptcy or applying for a debt rescheduling arrangement, is declared bankrupt or the other party’s company is liquidated.
ARTICLE 5: AMENDMENT OF CONDITIONS
5.1. The amended conditions take effect when they are notified to the customer.
5.2. The customer has the right to terminate the agreement within four weeks after the amended conditions have been made known to him.
5.3. If the customer does not respond within four weeks to the communication, ADC has the right to assume that the customer has accepted the amended conditions.
Article 6: Periods
6.1. An agreed period only starts after any required materials and information have been provided by the customer. If applicable, a period starts after payment of an agreed advance.
6.2. ADC will use its best endeavours to comply with the agreed periods, which are included in the agreement. Except when explicitly stated otherwise in the agreement, ADC will not be in default if it exceeds the agreed periods.
6.3. The customer may only terminate the agreement, refuse to purchase products or refuse to pay, after he is correct in taking the position that ADC is in default, has properly notified ADC in writing to be in default and has given ADC a reasonable period to fulfil the obligations ensuing from the agreement.
ARTICLE 7: FEES AND PRICES
7.1. ADC’s prices and hourly fees are exclusive of VAT, travel costs and other expenses.
7.2. Instead of an hourly fee, a total amount may be agreed upon in advance or during the agreement.
7.3 If one or more cost price factors show an increase after the conclusion of the agreement (due to foreseeable circumstances or not), ADC shall be entitled to adjust the rate and/or other prices accordingly.
ARTICLE 8: PAYMENT
8.1. Payment must be made within one month after the invoice date at a bank account designated by ADC in the currency invoiced.
8.2. The customer must notify ADC in writing in case of any objections to the invoice within one month of the date of the invoice, after which period objections can no longer be raised by the customer, and all invoices, specifications, descriptions and prices are deemed to be approved and confirmed by the customer.
8.3. The customer is legally in default without further notice if he fails to pay within the payment period. If the aforementioned term is exceeded, a penalty at a rate of 2,5% per month (whereby a part of a month shall constitute a full month) will be immediately due and payable, without prejudice to ADC’s right to claim performance of the agreement or its right to claim full damages. This provision expressly derogates from article 6:92 DCC.
8.4. If the customer remains in default, all reasonable extrajudicial and customary legal costs related to the recovery are charged to the customer. These costs are hereby set at 15% of the due and payable amount with a minimum of EUR 500,-. This provision expressly derogates from article 6:96 paragraph 4 DCC and the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten). Statutory interest on these costs is also charged.
8.5. Payments by the customer will first cover the costs of recovery, then the payment of all interest and finally the payment of the principal amount, even when the customer specifies otherwise upon payment.
8.6. ADC will at all times be entitled to require that the customer makes payments in advance or that the customer provides sufficient security.
8.7. Without the consent of ADC, the customer is never entitled to suspension, reduction or set-off of its obligations under the agreement with ADC. Objections raised by the customer against the services or the amount of the invoice do not suspend the payment obligations.
ARTICLE 9: LIABILITY
9.1. ADC shall not be liable for any damages except in the case of intent or deliberate recklessness on the part of ADC.
9.2. Any contractual or noncontractual liability on the part of ADC as a result of intent or deliberate recklessness will in all cases be limited to direct damages. ADC will never be liable for any indirect damages including but not limited to: lost earnings or profits, lost savings, loss of goodwill, damage caused by interruptions in the customer’s company, reputational damages, damages claimed by the customer, loss or damages to assets owned or used by the customer.
9.3. The total liability of ADC, its managing directors and all persons that perform or have performed work for ADC in connection with the implementation of the agreement, is limited to the sum for which ADC is insured, increased by the amount of any deductible which may be for the account of ADC pursuant to the applicable insurance policy.
9.4. If, for whatever reason, no insurance payment is made at all, the combined liability to the customer is limited to the amount of fees or agreed price (excluding VAT) charged by ADC in relation to the relevant assignment and paid by the customer.
ARTICLE 10: INTELLECTUAL PROPERTY
10.1. ADC retains all intellectual property rights with respect to the results of the work carried out by ADC, except as explicitly set out otherwise in the agreement with the customer. If a further (notarial) deed is required for the acquisition of intellectual property rights by ADC – including copyrights – the customer hereby agrees with the transfer of this intellectual property rights and the recording thereof in a (notarial) deed and grants ADC irrevocable power of attorney to perform all necessary formalities to enter into such deed.
10.2. ADC may use the knowledge that is obtained through the execution of the agreement for other purposes, except for data of the customer that has been designated as confidential.
10.3. ADC is and remains the sole owner of all documents and rights regarding information and data that have been developed by or for ADC and that are made available for or supplied to the customer, including, but not limited to, advices, programs, processes, software, reports, concepts, devices, tools, consulting methods, algorithms, statistical techniques and computer code. All aforementioned documents, information and data that are made available to or supplied for the customer by ADC are confidential and are solely to be used for the purpose for which it has been made available to the customer. The customer is therefore expressly not entitled to reproduce, make public or share these documents, information and data with third parties in any way shape or form without the explicit prior written consent of ADC, to which written consent it may attach certain conditions.
10.4. If the customer breaches this article 10., a penalty at a rate of EUR 2.500,- per month (whereby a part of a month shall constitute a full month) will be immediately due and payable, without prejudice to ADC’s right to claim performance of these T&C, the agreement and its right to claim full damages. This provision expressly derogates from article 6:92 DCC.
ARTICLE 11: COMPLAINTS
11.1. The customer shall notify ADC via the person of contact at ADC or via email@example.com in writing of any complaints within one month after it discovers a possible shortcoming or fault or should reasonably have discovered the shortcoming or fault.
11.2. A timely notified complaint does not suspend or cancel any (payment) obligation of the customer.
11.3. If the customer does not notify ADC timely, the customer is in any case and without prejudice to the other articles of this T&C, not entitled to any recovery performance or compensation.
11.4. If it is established that a complaint is not justified, the customer shall compensate ADC for expenses made.
ARTICLE 12: DATA AND PRIVACY
12.1. Data from the customer will be treated confidentially by ADC and shall never be sold to third parties.
12.2. ADC’s handling and processing of personal data is set out in its privacy statement, which can be found at ADC’s website.
ARTICLE 13: FORCE MAJEURE
13.1. In case of force majeure, ADC’s obligations arising from the agreement concluded with the customer are suspended. ADC will notify the customer as soon as possible of the force majeure situation.
13.2. Force majeure includes, though is not limited to, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which ADC cannot influence and whereby ADC is unable to meet his obligations. This could include, though is not limited to,: strikes, technical complications, illness of deployed personnel, governmental actions, electricity failure, failure or disruption of telecommunication or Internet connections, extreme weather conditions, fire and explosion, (regional) pandemics, acts or omissions (such as non (timely) performance) by suppliers, subcontractors or other third parties, incorrect or incomplete information provided by the customer or third parties and technical failures.
13.3. Each of the parties has the right to terminate the agreement if the force majeure lasts longer than 60 days. The parties have no obligation to pay any damages to the other party as a result of the termination.
13.4. If at the time of termination as a result of force majeure, ADC has already partially fulfilled the agreement, the services provided or work already carried out shall be settled on a pro rata basis and ADC is entitled to invoice this separately.
ARTICLE 14: APPLICABLE LAW AND DISPUTES
14.1. The legal relationship between ADC and the customer is exclusively governed by the laws of The Netherlands, also if an agreement is wholly or partly executed in another country.
14.2. All disputes that may arise as a result of the agreement, or further agreements that may be the result thereof, and that cannot be settled amicably, will be submitted to the competent court in Amsterdam, The Netherlands. However, ADC has the right to submit the dispute to the legally competent court in the jurisdiction where the customer is located.