Article 1 - Definitions
1.1. In these general terms and conditions (hereinafter: the "Terms and Conditions") the following terms shall have the following meanings:
a. Terms and Conditions: these general terms and conditions.
b. Assignment: the agreement between a client and Techads pursuant to which Techads carries out its activities.
c. Assignment Confirmation: any written document in which Techads reflects the assignment from the client.
d. Client: any company, institution or person negotiating with Techads about the conclusion of an agreement and/or entering into an agreement with Techads.
e. Agreement: any agreement concluded between Techads and a Client relating to services to be provided by Techads, any amendment or supplement thereto, as well as all legal acts for the preparation and implementation of that agreement;
f. Personal Data: any information relating to an identified or identifiable natural person, as defined in Article 4(1) of the General Data Protection Regulation (GDPR).
g. Techads: the private company Techads, incorporated in The Hague and registered under number 86071009 with the Chamber of Commerce.
h. Written: in writing, including electronic correspondence.
i. Activities: all activities of Techads which are or have been initiated by the Client's Assignment.
Article 2 - Applicability
2.1. These Terms and Conditions apply to all quotations, offers, Assignment Confirmations and all related Agreements from Techads.
2.2. The applicability of any general terms and conditions of the Client is expressly rejected.
2.3. If one or more provisions of these Terms and Conditions are (partially) declared invalid or unenforceable, this shall not affect the validity of the other part of these Terms and Conditions, provided that the invalid or unenforceable provision(s) shall be replaced by a provision that approaches as closely as possible what was intended with the original provision.
2.4. Techads reserves the right to amend or supplement these Terms and Conditions. If the amended or supplemented Terms and Conditions become applicable to an Agreement, they shall also apply to other Assignments or Agreements concluded or to be concluded with the same Client.
2.5. If earlier Terms and Conditions are applicable to an existing Agreement with the Client, the applicability of the new Terms and Conditions replaces the applicability of the earlier Terms and Conditions to that Agreement. The new Terms and Conditions come into effect 30 days after the announcement of the change. If the Client does not wish to accept the new Terms and Conditions, he must notify Techads in writing within 30 days of the announcement, failing which the new Terms and Conditions shall be deemed accepted by the Client.
Article 3 - Agreement
3.1. All offers, quotations and statements made by Techads are entirely non-binding. Techads is entitled to withdraw its offer up to 10 days after acceptance of that offer. If Techads makes use of these suspensive conditions, it shall be deemed that no Agreement has been concluded.
3.2. Techads cannot be held to an offer if the Client can reasonably understand that the offer contains an obvious mistake or typo.
3.3. A (composite) offer and/or price quote made on behalf of Techads must be accepted in its entirety. A partial acceptance or rejection of a (composite) offer and/or price quote results in the expiration of the entire offer and/or price quote.
3.4. Techads is only bound if an Agreement is concluded in writing between Techads and the Client, or if Techads sends an Assignment Confirmation to the Client.
3.5. The Assignment Confirmation from Techads shall be deemed a correct and complete representation of the Agreement concluded between Techads and the Client. If there are any inaccuracies in the Assignment Confirmation, the Client must immediately report this in writing to Techads.
3.6. If the Agreement is not concluded in writing and no Assignment Confirmation has been sent, the parties shall nevertheless be bound if Techads begins to execute the Agreement. In that case, the invoices shall be regarded as the Assignment Confirmation and as the correct representation of the Agreement between Techads and the Client.
3.7. All Assignments are given to, accepted by, and executed by Techads, subject to these Terms and Conditions. No Agreement shall be concluded between the Client and the person who, on the basis of any legal relationship with Techads, actually carries out the Assignment or is involved in it, even if the Assignment is given to that person with a view to its execution by that person as referred to in Article 7:404 of the Dutch Civil Code. All Assignments are accepted with the exclusion of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code.
3.8. Any deviation/addition to an Agreement shall only be effective towards Techads if Techads has expressly and unambiguously confirmed that deviation/addition in writing.
Article 4 - Execution of the Assignment
4.1. With regard to the Activities, Techads is always obliged to make best efforts, even if the Client intends to achieve a certain result with the Assignment.
4.2. Techads determines the manner in which and by whom the Assignment is executed. Techads has the right to have the Activities (partially) performed by one or more third parties designated by Techads.
4.3. Unless expressly agreed otherwise in writing, the deadlines for completing the Assignment and the resulting Activities are not strict deadlines.
4.4. Any internal obstacles on the part of the Client that prevent the execution of the Assignment must be reported to Techads in a timely manner, after which consultation will take place with the Client regarding the next steps. The Client is responsible for any delay and additional costs that may result from possible internal obstacles.
4.5. The Client shall do (and refrain from doing) all that is reasonably necessary to enable Techads to execute the Assignment and shall provide all necessary cooperation. In this context, the Client is obliged, among other things but not limited to, to provide all data and documents that Techads deems necessary to be able to execute the Assignment in a timely and in the manner requested by Techads, and to promptly inform Techads of facts and circumstances that may be relevant to the execution of the Assignment.
4.6. If the Client acts in violation of Article 4.5 of these general terms and conditions, Techads - without prejudice to its other rights, including the right to compensation for damage suffered - is entitled to charge the Client for additional costs and activities resulting from the incorrect, untimely and/or incomplete provision of data and documents required by Techads, and to terminate the Agreement without being liable for damages.
4.7. The Client is responsible for the accuracy, completeness, reliability and legality of the data and documents provided by him, even if they originate from third parties. The Client indemnifies Techads against all damages that it suffers and against all claims by third parties in the event that the data and/or documents provided are incorrect, incomplete, unreliable and/or unlawful.
4.8. The Client is solely responsible for the decisions he makes or wishes to make as a result of and/or (partly) based on the Activities of Techads, and is also responsible for the (timely) submission of documents to third parties.
4.9. For the determination of the results achieved by Techads in the execution of the Assignment, the reports, data extracts, information and data from the (computer) systems, software and administration used by Techads are decisive. These reports, data extracts, information and data provide conclusive evidence of the results achieved by Techads.
Article 5 - Fee
5.1. All rates and fees offered and agreed upon by Techads are in Euro, excluding VAT and other government levies.
5.2. Techads is at all times entitled to unilaterally and interimly increase its prices if and to the extent that it is confronted with an increase in its costs of purchase, production and labor.
5.3. The Client must compensate Techads for all damages not attributable to Techads that Techads suffers in connection with the execution of the Assignment.
Article 6 – Payment
6.1. Payments must be made within fourteen (14) days of the invoice date, unless a different payment term has been agreed upon in writing. In the event that payment in installments or terms has been agreed upon, the installment payments must be paid before the first day of each term.
6.2. (An appeal to) suspension, offsetting, and/or reduction of any payment obligation by the Client is excluded.
6.3. If the Client does not pay the invoice within the payment term, the Client is automatically in default without any further notice of default being required. From the date of default, the Client owes statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code). Techads is also authorized to suspend the Activities, without prejudice to its other rights.
6.4. Complaints about an invoice must be received in writing by Techads within fourteen (14) days of the invoice date, failing which the Client's right to complain lapses and the Client is deemed to have accepted the invoice.
6.5. All judicial and extrajudicial costs associated with the collection of an invoice or related thereto, including actual legal costs, are entirely for the account of the Client. The Client owes compensation for these costs as soon as he is in default.
6.6. Unless Techads demonstrates that the actual extrajudicial costs incurred by it are higher – in which case the Client reimburses the actual costs incurred – the compensation for extrajudicial costs is estimated on the basis of the so-called Decree on standardization of collection costs (dated March 27, 2012; Stb. 2012).
6.7. All obligations, including future payment obligations (including, but not limited to, remaining installment payments) arising from the Agreement, of the Client are immediately due and payable if the Client fails to comply with any payment obligation.
6.8. Payments are allocated to the oldest outstanding invoice(s), regardless of the allocation to the invoice or obligation that the debtor designates at the time of payment. All payments made by the Client are first credited against the costs, then against the due interest, and finally against the principal and the ongoing interest.
6.9. In the event of a joint commission, all Clients are jointly and severally liable for payment of the invoices, as well as any costs and interest due.
6.10. Upon first request from Techads, the Client is obliged to make (partial) advance payment and/or provide security, failing which Techads is entitled to suspend the performance of its obligations, without prejudice to its other rights. Techads is entitled to offset an advance payment only against the final invoice.
Article 7 – Duration and Termination of the Commission
7.1. The Agreement is entered into for a specified period of time (specified in the Commission) and ends upon completion, unless expressly agreed otherwise.
7.2. The Client cannot terminate the Agreement prematurely. Techads can terminate the Agreement (partially) in writing with immediate effect at any time in the event of (changed) circumstances that would make the Commission and/or Activities unlawful and/or if the Activities are in violation of applicable laws and regulations, without being liable for damages.
7.3. Without prejudice to what is provided elsewhere in these Terms and Conditions and the law, Techads is authorized to extrajudicially dissolve the Agreement in whole or in part in writing, without judicial intervention and without any (further) notice of default being required, at the moment that the Client:
a. is in default;
b. ceases its business activities or liquidates its business and/or transfers its business or part thereof, including the contribution of the business to a newlyArtikel
Article 8 - Complaints
8.1. Complaints regarding work performed must be made in writing to Techads within thirty (30) days after the completion of the work or the documents or information about which the Client is complaining, or, if the Client demonstrates that he could not reasonably have discovered the defect earlier, within fourteen (14) days after the discovery of the defect. In the event of exceeding these deadlines, any claim by the Client against Techads regarding the complaint will lapse.
8.2. Without prejudice to the forfeiture of rights on the grounds of failing to protest in a timely manner as referred to in Article 6:89 of the Dutch Civil Code and Article 7(1) of these Terms and Conditions, all claims and other powers of the Client against Techads shall lapse one (1) year after the moment the Client became aware of or could have been aware of them.
8.3. Legal actions and defences based on facts that could justify the claim that the work performed does not conform to the agreement shall be barred by prescription one (1) year after the notice referred to in Article 10.1 and 10.2.
8.4. Techads is entitled to periodically change the time unit used for calculating the fee, the amount of hourly rates and the reimbursement of travel expenses for both accepted and new assignments.
Article 9 - Liability
9.1. Any liability of Techads and all persons who, on the basis of a legal relationship with Techads, perform or have performed work on behalf of the Client, or are or have been involved in such work, shall always be limited to the amount that is paid out under Techads' liability insurance in the relevant case, plus the amount of the deductible according to the relevant policy.
9.2. If, for whatever reason, no payment is made under Techads' liability insurance, the joint liability of Techads and all persons who, on the basis of a legal relationship with Techads, perform or have performed work on behalf of the Client, or are or have been involved in such work, shall be limited to the amount of the assignment fee, exclusive of VAT, paid to Techads for the execution of the assignment to which the claim relates. If the assignment concerns an agreement with a duration of one year, the liability shall be limited to the assignment fee, exclusive of VAT, paid in the year preceding the liability-causing event. In all cases, the liability shall be limited to a total amount of €10,000.
9.3. Techads shall not be liable for indirect damage, consequential damage, penalty damage and/or business damage.
9.4. Techads shall not be liable for the faulty functioning of the equipment, software, data and files, registers or other items used in the execution of the assignment.
9.5. The Client agrees that Techads may use digital communication means, data storage services, equipment, software, data and files, registers and/or other items in the execution of the assignment. Techads shall not be liable for damage resulting from the use thereof. Techads shall not be liable for damage resulting from unauthorized access to, inaccessibility of, accidental distribution of, loss or damage to (a part of) the data, (computer) files and/or the (digital) networks, servers, workplaces, (peripheral) equipment, software, digital communication means and/or data and file storage services used by it.
9.6. If Techads engages a third party, Techads shall not be liable for any shortcomings of this third party. The Client hereby authorizes Techads to accept any conditions (including liability limitations) agreed by this third party, on behalf of and for the benefit of the Client.
9.7. The liability limitations in
This is a section from the terms and conditions of a contract between Techads and their client, outlining various provisions related to force majeure, intellectual property, data protection, confidentiality, and dispute resolution.
Section 10.1 defines force majeure as any circumstance as referred to in article 6:75 of the Dutch Civil Code, including but not limited to any circumstance independent of the will of the parties or unforeseeable circumstance that makes it unreasonable to expect the other party to fulfill their obligations under the agreement. This includes illness of Techads' personnel and force majeure events involving third parties involved in the execution of the assignment.
Section 10.2 provides Techads with the right to suspend the execution of the agreement if Techads determines that the force majeure event is temporary and continues until the circumstances causing the force majeure no longer exist.
Section 10.3 grants Techads the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Techads could have fulfilled its obligations.
Section 10.4 states that Techads is entitled to payment for the services performed in connection with the agreement before the force majeure event occurred.
Section 11 outlines the intellectual property rights related to the work performed by Techads. All possible (intellectual) property rights arising from the work performed by Techads belong to Techads. The client is not allowed to reproduce, disclose, exploit, or provide to third parties any advice or other outcomes of the work performed by Techads without Techads' prior written consent. The client is responsible for any claims from third parties related to infringement of intellectual property rights.
Section 12 establishes protective provisions related to data protection and confidentiality. The client agrees to Techads processing their personal data in accordance with the General Data Protection Regulation (GDPR). Both parties agree to keep confidential any information related to the execution of the assignment and each other, subject to exceptions outlined in the section. Techads is authorized to disclose the identity and nature of the client and the nature of the work performed for the client in marketing communications unless otherwise agreed in writing. The client is prohibited from approaching or enticing Techads' personnel or third parties engaged by Techads to work for them or for third parties for one year after the end of the agreement. If the client violates this provision, they will be liable to pay a penalty to Techads without any prior notice, as described in the section.
Section 13 establishes the applicable law and dispute resolution. The agreement is governed by Dutch law, and any disputes arising between the parties related to the formation, validity, or performance of the agreement will be exclusively settled by the Dutch courts, with the first instance being the court in The Hague unless mandatory law provides otherwise. The parties may also decide to settle any dispute through mediation or binding advice. These terms and conditions have been deposited with the Chamber of Commerce under registration number 86071009.