- These general terms and conditions apply to any offer, quotation and agreement between Zaakmakers and the client as well as all services and activities performed by Zaakmakers.
- These terms and conditions also apply to agreements with Zaakmakers, for the execution of which third parties need to be involved by Zaakmakers.
- Purchase or other conditions of the client shall in no case apply.
- If one or more provisions in these general terms and conditions at any time are wholly or partially invalid or may be voided, the other provisions of these general terms and conditions will remain fully applicable. Zaakmakers and the client will then consult to agree upon new provisions to replace the null and void provisions, whereby as much as possible the purpose and intent of the original provisions will be respected.
- By signing an agreement with Zaakmakers, an offer sent by Zaakmakers and/or confirmation of an order by e-mail, the client declares to be aware of these terms and conditions and to agree with them.
- At any given time, Zaakmakers can, without prior notice and/or indication of reasons, change the general terms and conditions. These modifications will then also apply to agreements already entered into with due observance of a 30-day period after the modifications have been implemented and published on the website of Zaakmakers.
- If a situation arises between the parties that has not been provided for in these general terms and conditions, this situation should be assessed according to the spirit of these general terms and conditions.
Quotations and offers
- All quotations and offers of Zaakmakers are non-binding, unless the quotation contains a term for acceptance. If no acceptance term is set, no rights can be derived from the quotation or offer in any way if the product or service to which the quotation or offer relates is no longer available in the meantime.
- Zaakmakers cannot be held to its tenders or offers if the client can reasonably understand that the tenders or offers, or any part thereof, contain an obvious mistake or clerical error
- The prices given in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.
- A compound quotation does not oblige Zaakmakers to execute part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Duration of the Agreement
- The agreement between Zaakmakers and the Principal is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if parties explicitly agree otherwise in writing.
- If for the execution of certain activities or for the delivery of certain goods a term has been agreed upon or indicated, this will never be a fatal term. If a term is exceeded, the client should therefore declare Zaakmakers in default in writing. Zaakmakers will then be offered a reasonable term to still fulfil the agreement.
Execution of the agreement
- Zaakmakers will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the at that time known state of science.
- Zaakmakers is entitled to have certain activities performed by third parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded.
- If Zaakmakers or third parties engaged by Zaakmakers in the framework of the assignment perform work at the client's location or at a location designated by the client, the client will provide free of charge the facilities reasonably required by those employees.
- Zaakmakers is entitled to execute the agreement in various phases and to invoice the thus executed portion separately.
- If the agreement is performed in phases, Zaakmakers can suspend the execution of those parts belonging to a next phase until the client has approved in writing the results of the preceding phase.
- Delivery takes place after all outstanding invoices have been paid by the client to Zaakmakers.
- The client will ensure that all data, which Zaakmakers indicates are necessary or which the client should reasonably understand are necessary for the execution of the agreement, will be provided in due time to Zaakmakers. If the data required for the execution of the agreement are not provided to Zaakmakers in time, Zaakmakers will be entitled to suspend the execution of the agreement and/or to charge the client for additional costs resulting from the delay according to the then prevailing tariffs. The execution period will not start before the client has provided Zaakmakers with the data. Zaakmakers will not be liable for any damages, of any kind, because Zaakmakers relied on incorrect and/or incomplete data provided by the client.
- If during the execution of the agreement it appears that for a proper implementation it is necessary to modify or supplement it, then parties will timely and in mutual consultation to adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the client, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and / or quantitatively changed, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Zaakmakers will, as much as possible, provide a quotation of this in advance. Due to a change in the agreement, the originally specified period of execution can also be changed. The client accepts the possibility of a modification of the agreement, including the change in price and term of execution.
- If the agreement is modified, including an addition, Zaakmakers is entitled to first execute it after the competent person within Zaakmakers has given his consent and the client has agreed to the price and other conditions indicated for the execution, including the then to be determined time of execution. The non-immediate or non-immediate execution of the modified agreement does not constitute a default by Zaakmakers and is no ground for the client to terminate or cancel the agreement.
- Without being in default, Zaakmakers may refuse a request to modify the agreement if this could have qualitative and/or quantitative consequences for e.g. the work to be performed or goods to be delivered in that respect.
- If the client defaults in proper performance of its obligations towards Zaakmakers, the client will be liable for all damages suffered by Zaakmakers directly or indirectly as a result.
- Zaakmakers is entitled to put delivered services or products temporarily out of use if maintenance work is required.
- These terms apply to content management for an existing website.
- Content management of the website means collecting, organizing and processing the content obtained from the client on existing pages of the website.
- Changes to the texts will be made only once, provided that they are delivered within 7 days after the delivery date. In all other cases, the costs will be charged to the client on an hourly basis.
- The costs for content management are valid for 1 year and must be paid in advance, within 14 days after signing the contract.
- The notice period for a content management contract is three months before the end of the contract date.
- Maintenance of the website means keeping the website up-to-date.
- Interim changes to the website by the client are at the risk of the client. Additional work or repairs after an update due to these changes will be charged to the client and fall outside the scope of the maintenance contract.
- The duplication of the website to a test environment is not covered by the maintenance contract.
- Costs of a maintenance contract are valid for one year and must be paid in advance, within 14 days after signing the contract.
- The notice period for a maintenance contract is three months before the end of the contract date.
Suspension, dissolution and early termination of the agreement
- Zaakmakers is entitled to suspend the compliance with its obligations or to dissolve the agreement, if the client does not, not fully or not timely comply with the obligations of the agreement, after entering into the agreement circumstances come to the knowledge of Zaakmakers giving good grounds to fear that the client will not comply with the obligations, if the client, when entering into the agreement, is requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient or if due to delays on the side of the client it can no longer be demanded of Zaakmakers to fulfill the agreement at the originally agreed conditions.
- Furthermore, Zaakmakers is entitled to dissolve the agreement if circumstances arise of such nature that compliance with the agreement is impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement cannot reasonably be required of Zaakmakers.
- If the agreement is dissolved, the claims of Zaakmakers against the client are immediately due and payable. If Zaakmakers suspends the fulfilment of its obligations, it will retain its claims under the law and agreement.
- If Zaakmakers proceeds with suspension or dissolution, it will in no way be liable to pay compensation for damage and costs caused in any way whatsoever.
- If the dissolution is attributable to the client, Zaakmakers is entitled to compensation of damages, including costs, incurred directly and indirectly.
- If the client does not comply with its obligations under the agreement and this non-compliance justifies dissolution, Zaakmakers is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or indemnification, while the client, by virtue of default, is obliged to pay damages or indemnification.
- If the agreement is terminated prematurely by Zaakmakers, Zaakmakers will, in consultation with the client, arrange for the transfer of work still to be performed to third parties. This is unless the cancellation is attributable to the client. If the transfer of the activities to Zaakmakers involves additional costs, these will be charged to the client. The client will be held to pay these costs within the specified period, unless Zaakmakers indicates otherwise.
- In case of liquidation, suspension of payment or bankruptcy, attachment - if and to the extent that the attachment has not been lifted within three months - of the client, debt restructuring or any other circumstance as a result of which the client can no longer freely dispose of its assets, Zaakmakers will be free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or indemnification. The claims of Zaakmakers on the client are in that case immediately due and payable.
- If the client cancels an order placed wholly or partially, the work performed and the goods ordered or prepared for it, plus any costs of delivery and transport thereof and the working time reserved for the execution of the agreement, will be charged in full to the client.
- In these general terms and conditions, force majeure is defined, in addition to what is understood in the law and jurisprudence, as all external causes, foreseen or unforeseen, which are beyond the control of Zaakmakers, but due to which Zaakmakers is unable to meet its obligations. This includes strikes in the company of Zaakmakers or third parties. Zaakmakers will also be entitled to invoke force majeure if the circumstance rendering (further) compliance with the agreement impossible occurs after Zaakmakers should have complied with its commitment.
- Zaakmakers is not obliged to comply with any obligation towards the client if he is hindered to do so as a result of a circumstance that is not due to any fault, and which is not for his account under the law, a legal act or generally accepted practice.
- During the period of force majeure Zaakmakers may suspend its obligations under the agreement. If this period lasts longer than two months, either party will be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
- Insofar Zaakmakers has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfil these obligations, and the part already fulfilled or to be fulfilled has independent value, Zaakmakers is entitled to invoice the part already fulfilled or to be fulfilled separately. The client is due to pay this invoice as if it were a separate agreement.
Invoicing and payments
- Payment is due within 14 days of the invoice date, in the currency invoiced, unless otherwise indicated in writing by Zaakmakers. Zaakmakers is entitled to invoice periodically.
- For the purchase of services and/or products a down payment of 50% on the total amount is required after signing the quotation and agreement. The remainder of the amount will be charged after completion of the offered services, unless agreed otherwise. For instance, in case of an agreement whereby periodic amounts need to be paid by the client to Zaakmakers for services provided to the client.
- If the client fails to pay an invoice on time, then the client is legally in default. Client shall then owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. The interest on the amount due and payable shall be calculated as from the moment the client is in default until the moment the full amount due is paid.
- Zaakmakers has the right to have the payments made by the client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Zaakmakers may, without thereby falling into default, refuse an offer of payment if the client designates a different order for the allocation of the payment. Zaakmakers may refuse full payment of the principal sum, if the accrued interest and current interest and collection costs are not also paid.
- The client is never entitled to offset the amount owed by it to Zaakmakers. Objections to the amount of an invoice do not suspend the payment obligation. The client who is not entitled to appeal to section 6.5.3 (the articles 231 up to and including 247 book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the client is in default or breach of contract in the timely performance of his obligations, then all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the client. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice. However, if Zaakmakers has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the client. The client will also be due interest on the due collection costs.
- If Zaakmakers agrees with the client on a fixed fee or price, Zaakmakers is nevertheless at all times entitled to increase this fee or price without the client being entitled to terminate the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages etc. or on other grounds which were not reasonably foreseeable at the time of entering into the agreement.
- If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months of the conclusion of the agreement, only the client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless:
- Zaakmakers is then still prepared to perform the agreement on the basis of what was originally agreed.
- If the price increase results from a power or an obligation resting on Zaakmakers under the law.
- If it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement
- In case of delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.
- If Zaakmakers is liable, this liability is limited to what is stipulated in this provision.
- Zaakmakers is not liable for any damage, of whatever nature, caused by the fact that Zaakmakers relies on incorrect and/or incomplete data provided by or on behalf of the client.
- Zaakmakers will never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
- If Zaakmakers is liable for any damage, the liability of Zaakmakers is limited to a maximum of the invoiced costs of the past 12 months, to that part of the order to which the liability relates.
- Zaakmakers is not liable for changes in the intellectual property of third parties which have been made available to the client via Zaakmakers.
- Zaakmakers uses products and/or services of third parties for its services. Zaakmakers is not liable for any consequences of events occurring at these third parties, on which Zaakmakers has no influence, or can exert.
- Zaakmakers is in no way liable for price changes implemented by third parties. These changes will be implemented without Zaakmakers being informed.
- Zaakmakers is in no way liable for any consequences of registering a domain name and/or hosting with a hosting provider or domain name registrant.
- The client will indemnify Zaakmakers against any claims by third parties, who suffer damages in connection with the execution of the agreement and of which the cause is attributable to others than Zaakmakers. If Zaakmakers is addressed by third parties for that reason, the client will be held to assist Zaakmakers both extra-judicially and judicially and to immediately do everything that can be expected from him in that case. Should the client fail to take adequate measures, Zaakmakers is entitled, without notice, to do so itself. All costs and damages on the side of Zaakmakers and third parties caused by this, will be fully at the expense and risk of the client.
- The client is held to indemnify or hold harmless Zaakmakers against all claims of third parties for damages, as a result of which the liability of Zaakmakers is excluded.
- Zaakmakers reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Zaakmakers has the right to use the increased knowledge due to the execution of an agreement for other purposes as well, to the extent that no strictly confidential information of the client is brought to the attention of third parties.
- The intellectual property used in the execution of the agreement, including licenses, scripts and templates remain the property of Zaakmakers.
- The Client indemnifies Zaakmakers against liability regarding intellectual property.
- All services and/or products provided can be used by Zaakmakers for promotional and portfolio purposes, unless agreed otherwise.
- Limited liability:Zaakmakers endeavours to update and/or supplement the content of the Website as often as possible. Despite this care and attention, it is possible that content is incomplete and/or incorrect. The materials offered on the Website are offered without any form of guarantee or claim to correctness. These materials may change at any time without prior notice from Zaakmakers. In particular, all prices on the Website are subject to typing and programming errors. No liability is accepted for the consequences of such errors. No agreement is reached based on such errors. Zaakmakers can never accept any liability for hyperlinks to websites or services of third parties included on the Website.
- Copyright: All intellectual property rights regarding these materials are owned by Zaakmakers. Copying, distribution and any other use of these materials is not permitted without written permission from Zaakmakers, except and only to the extent provided in regulations of mandatory law (such as right to quote), unless otherwise indicated for specific materials.
Applicable law and disputes
- Dutch law is exclusively applicable to all legal relationships to which Zaakmakers is a party, even if an obligation is fully or partially fulfilled abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The judge in the registered place of business of Zaakmakers is exclusively competent to hear disputes, unless the law prescribes otherwise. Zaakmakers will nevertheless be entitled to submit the dispute to the judge, competent according to the law.
- The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.