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..

 

Article 2: General

2.1.      These conditions 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.     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 is non-binding and valid for 14 days following the date of the offer.

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.    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.

4.4.    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.

4.5.    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. 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.

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.     Each of ADC and the customer has 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.      ADC reserves the right to change these general terms and conditions. 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 has notified ADC in writing to be in default and has given ADC a reasonable period to still comply with the implementation of the agreement.

 

Article 7: Fees and prices

7.1.      ADC’s prices and hourly fees are exclusive of VAT, travel and other expenses.

7.2.     Instead of an hourly fee, a total amount may be agreed upon in advance or during the agreement.

 

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.     Objections to the invoice must be notified in writing to ADC within one month of the date of the invoice.

8.3.     The customer is legally in default if he fails to pay within the payment period.  The customer owes the statutory interest on the outstanding amount from the date of default until the date of full payment.

8.4.    If the customer remains in default, all reasonable extrajudicial and customary legal costs related to the recovery are charged to the customer. 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.    Without the consent of ADC, the customer is never entitled to settle a debt of ADC with an invoice. Objections raised by the customer against the services or the amount of the invoice do not suspend the payment obligations. The customer also may not suspend payment for other reasons, unless he can rely on one of the articles under Section 6.5.3. of Book 6 of the Dutch Civil Code.

 

Article 9: Liability

9.1.     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.

9.2      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.

9.3.     ADC is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption.

9.4.    The limitation of ADC’s liability does not apply if the damage is a direct result of intent or gross negligence by ADC, one of its subordinates or third parties for which ADC is liable.

 

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.

10.2.   ADC may use the knowledge that is obtained through the execution of the agreement for other purposes, except for confidential data of the customer.

 

Article 11: Data

11.1.     Data from the customer will be treated confidentially by ADC and never sold to third parties.

 

Article 12: Force majeure

12.1.    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.

12.2.    Force majeure means, 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, among other things: 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.

12.3.    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.

12.4.   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 13: Applicable law and disputes

13.1.    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.

13.2.    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.