These are the General Terms and Conditions of JanHlobil.com, hereinafter referred to as ” Peper.Click “), a company with address Transvaalstraat 131A, Amsterdam. Peper.Click is registered with the Chamber of Commerce under number 58201475.
In these General Terms and Conditions the following terms have the following meaning, unless explicitly stated otherwise:
General Terms and Conditions : these general terms and conditions as stated below.
Company: the Other party acting in the course of a business or profession.
BW : the Civil Code.
Assignment: All work, in whatever form, that Peper.Click performs for or on behalf of the Other Party.
Remote services : an agreement concluded between Peper.Click and the Other Party within the framework of an organized remote service system whereby up to and including the conclusion of the agreement only one or more communication techniques are used distance;
Service: All work, in whatever form, that Peper.Click performs for or on behalf of the Other Party.
Agreement : Every agreement concluded between Peper.Click and the Other Party.
Counterparty : the Company that has accepted these General Terms and Conditions and has commissioned the performance of a Service.
Unless the General Terms and Conditions expressly provide otherwise, in the interpretation of the General Terms and Conditions the singular shall be deemed to include the plural and vice versa and a reference to a male form shall also be deemed to include a reference to a female form and vice versa. .
- These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Click and the Other Party, unless parties have explicitly deviated from these General Terms and Conditions in writing.
- These General Terms and Conditions also apply to agreements with Click, for the execution whereby third parties must be involved.
- The applicability of general terms and conditions of the Other Party is explicitly rejected.
- Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.
Offers and / or offers
- All quotations and / or offers where the opposite is not expressly stated, apply as a free offer and can always be revoked, even if they contain a term for acceptance. Offers / quotations can also be canceled by Click within seven days after receipt of acceptance, in which case no agreement has been concluded between the parties.
- All offers and / or offers from Click are valid for 2 weeks, unless otherwise stated.
- Click can not be held to its offers and / or offers if the Counterparty should have understood, on the basis of reasonableness and fairness, and in society, that the quotation and / or offer or a part thereof is an obvious mistake or error. contains.
- If the acceptance, whether or not on minor points, deviates from the offer included in the quotation and / or offer, Click is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Peper.Click indicates otherwise.
- The Agreement is established by acceptance by the Other Party of the offer and / or offer of Click.
- Offers and / or offers can only be accepted in writing (including by electronic means). Click is nevertheless entitled to accept an oral acceptance as if it had been made in writing.
- At the moment that Click receives an order confirmation from the Other Party, an Agreement is concluded between the parties, or at the moment that Peper.Click actually commences execution.
- The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, written or oral.
- The Agreement is executed by Click to the best of its knowledge and ability in accordance with the requirements of good workmanship. The application of article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is explicitly excluded.
- Click determines the manner in which and by which person (s) the Assignment is to be issued. Pepper.Click is entitled to have certain work done by third parties.
- Click is entitled to execute the Agreement in phases. If the Agreement is executed in phases, Peper.Click has the right to invoice each part separately. If and as long as this invoice is not paid by the Other Party, Peper.Click is not obliged to execute the next phase and has the right to suspend the Agreement.
Changes and additional work
- If it appears during the execution of the Agreement that it is necessary for a proper execution to amend or supplement the Agreement, Peper.Click will notify the Other Party as soon as possible. Parties will then proceed to change the Agreement in time and in mutual consultation.
- If the parties agree that the Agreement will be amended / supplemented, the time of completion of the execution can be influenced as a result. Peper.Click will inform the Other Party as soon as possible.
- If the change or supplement to the Agreement will have financial, quantitative and / or qualitative consequences, Peper.Click will inform the Other Party in advance.
- If a fixed rate or fixed price has been agreed, Peper.Click will indicate to what extent the amendment / supplement to the Agreement affects the tariff / price. Peper.Click will attempt to try – as far as possible – to provide a quotation in advance.
- Click will not be able to charge additional costs if the change / supplement is the result of circumstances that can be attributed to Peper.Click.
- Changes in the originally concluded Agreement between the parties are only valid from the moment that these changes have been accepted by both parties by means of an additional or amended Agreement.
Obligations of the Counterparty
- The Other Party ensures that all data, instructions, materials and / or equipment of which Click indicates that these are necessary or of which the Counterparty should reasonably understand that these are necessary for the performance of the Agreement, are available on time. The Other Party must also access Peper.Click and grant all authorizations and authorizations necessary to perform the Assignment properly.
- The Other Party is responsible for (the use of) the equipment and software in its organization, as well as for the control and security procedures and adequate system management.
- If it has been agreed that the Other Party will make software, materials or data available on information carriers, they will comply with the specifications necessary for the performance of the work.
- Click is not liable for damage, of whatever nature, because the Other Party has assumed incorrect and / or incomplete information provided by the Other Party, unless this inaccuracy or incompleteness should have been known to Peper.Click.
- If the materials provided by the Other Party are protected by intellectual property, the Other Party guarantees that they have the required licenses.
- The Counterparty must refrain from conduct that makes it impossible for Click to execute the Assignment properly.
- If third parties engaged by Click or by Peper.Click carry out activities within the framework of the Assignment at the location of the Other Party or a location designated by the Other Party, the Other Party shall provide the facilities reasonably required for free of charge.
- If the Other Party has not fulfilled its obligations as set out in this article, Click has the right to suspend the performance of the Agreement and / or charge the additional costs resulting from the delay to the Other Party in accordance with the usual price or rates. to bring.
- Unless expressly agreed otherwise in writing, the prices and rates indicated by Click are always exclusive of VAT.
- The prices and rates are exclusive of shipping, travel, accommodation and other expenses, unless agreed otherwise.
- If a rate has not been explicitly agreed, the rate will be determined on the basis of the hours actually worked and the usual rates of Click.
- Click will timely provide the Other Party with any additional costs prior to the conclusion of the Agreement or provide data on the basis of which these costs can be charged to the Other Party.
- If Click at the conclusion of the Agreement a fixed price or fixed rate agrees, Peper.Click is entitled to increase this, even if the price or rate was not originally provided.
- In case Click intends to change the price or rate, it will inform the Other Party as soon as possible.
- If the increase of the price or rate takes place within three months after the conclusion of the Agreement, the Other Party may dissolve the Agreement by means of a written statement, unless:
- the increase ensues from a power or a Click-based obligation under the law;
- the increase is due to an increase in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc. or on other grounds that could not reasonably be foreseen at the time the Agreement was entered into;
- Click is still willing to execute the Agreement on the basis of the originally agreed; or
- it is stipulated that the execution will be carried out for more than three months after the conclusion of the Agreement.
- Payment is made by transfer to a bank designated by Click, unless otherwise agreed.
- Click will send an invoice for the amounts owed by the Other Party. The payment term of each invoice is 14 days days after the date of the relevant invoice, unless stated otherwise on the invoice or agreed otherwise.
- Invoicing takes place monthly, unless otherwise agreed.
- Click and the Other Party can agree that payment in installments will be in proportion to the progress of the work. If payment in installments has been agreed, the Other Party must pay according to the terms and percentages as laid down in the Agreement.
- Unless otherwise agreed, a down payment of 100% of the total costs must be made after the initial setup of the website. In principle, the website will be placed on a temporary place on the internet. After the completion of the website, the remaining amount will be invoiced. After receiving the amount, the website will be placed on the internet at the final location.
- Objections against the height of the invoice do not suspend the payment obligation of the Other Party.
- The Other Party is not entitled to deduct the amount owed on account of a counterclaim made by it.
- In the event of non-payment or late payment, the Other Party is legally in default without notice of default. The Counterparty will then owe the statutory commercial interest on the day of full payment from the date on which the payment is due, with interest on a part of the month being calculated over a whole month.
- A payment made by the Other Party shall in the first place be deducted from all interest and costs due and finally from due and payable invoices that have been outstanding the longest, even if the Other Party states that the payment relates to later invoices.
- If the Other Party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court are at the expense of the Other Party.
- With regard to the extrajudicial (collection) costs, Peper.Click is entitled to a compensation of 15% of the total outstanding principal sum with a minimum of € 100 for each invoice that has not been paid in full or in part.
- In the event of bankruptcy, suspension of payment, liquidation, total attachment of assets, death or receivership, the claims of Peper.Click and the obligations of the Other Party towards Peper.Click are immediately due and payable.
- Any reasonable legal costs and execution costs incurred will also be charged to the Other Party.
- The Counterparty must inspect the Assignment at the time of execution, but in any case within 7 days of execution, whether the executed Assignment meets the Agreement.
- Complaints must be reported to Click in writing within 7 days of the execution of the Order.
- The right to (partial) restitution of the price, replacement or compensation will lapse if the complaint is not reported within the set period, unless a broader term ensues from the nature of the Assignment or under circumstances of the case.
- The payment obligation will not be suspended if the Other Party informs Click about the complaint within the set period.
- If a term has been agreed or stated before delivery, then this period is only indicative and can never be regarded as a deadline, unless explicitly agreed in writing.
- Click is not liable in the event of harmful consequences for the Other Party due to exceeding delivery times, unless there is intent or gross negligence on the part of Peper.Click.
- If Click requires data, materials or instructions from the Other Party that are necessary for the delivery, the delivery period commences after the Other Party has provided it to Peper.Click.
- For the agreed delivery periods does not apply that Click is legally in default after the expiration of this. This requires a further written notice of default, whereby Peper.Click will be granted a period of at least 14 days to fulfill its obligations.
- A notice of default is not required if the delivery has become permanently impossible or otherwise it appears that Click will not fulfill its obligations under the Agreement. If Peper.Click does not deliver within this period, the Other Party has the right to dissolve the Agreement in accordance with Article 265, Book 6 of the Dutch Civil Code.
- After the delivery and acceptance by the Other Party, the Other Party can conclude a maintenance agreement. If the Other Party wishes after completion that maintenance is carried out, Click will apply separate prices and / or rates for this.
- Both the Other Party and Click have the right to cancel the maintenance agreement. The maintenance agreement can be terminated annually with due observance of a notice period of 1 month and must be made in writing.
- The costs in connection with such an agreement must always be paid for one year in advance.
Force majeure and unforeseen circumstances
- A shortcoming can not be attributed to Click or the Other Party, as the shortcoming is not due to his fault, nor is it for his account under law, legal act or generally accepted in traffic. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
- In the General Terms and Conditions, force majeure means, in addition to what is understood in this area in law and jurisprudence, all external causes, foreseen or not foreseen, on which Click can not exert any influence and as a result of which Peper.Click is unable to meet the obligations. to fulfill.
- Under force majeure of Click in any case means:
- disruptions in traffic;
- government measures that prevent Click from fulfilling its obligations on time or in a proper manner;
- riots, rebellion, war;
- traffic obstructions;
- lack of labor;
- extreme weather conditions;
- import, export and / or transit bans; and / or
- any circumstance that obstructs the normal course in the company as a result of which the fulfillment of the Agreement by Click can not be reasonably demanded by the Other Party.
- The parties may at any time terminate the Agreement by mutual consent.
- Parties can cancel the Agreement in writing with a notice period of 1 month.
- Parties can terminate the Agreement with immediate effect in writing, in case of:
- application by or extension of payment to the other party;
- application for bankruptcy by or bankruptcy of the other party; or
- liquidation of the other party or non-temporary cessation of the enterprise of the other party.
- If the Agreement is dissolved, the claims of Click on the Counterparty are immediately due and payable. If Peper.Click suspends the fulfillment of the obligations, it will retain its rights under the law and the Agreement. Pepper.Click always reserves the right to claim compensation.
- Click is only liable for direct damage caused by gross negligence or intent of Peper.Click, and not for more than the amount that the insurer pays to Peper.Click or up to once the amount stated on the invoice.
- Direct damage is exclusively understood as:
- reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of the General Terms and Conditions;
- reasonable costs incurred to have the defective performance of Click to comply with the Agreement, as far as these can be attributed to Peper.Click; or
- reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in the General Terms and Conditions.
- Click is never liable for indirect damage, including consequential loss, loss of profit, lost savings, damage due to business interruption, damage resulting from the provision of defective cooperation and / or information from the Other Party, damage due to non-binding information or advice given by Peper.Click the contents of which are not expressly part of the Agreement and all damage which is not covered by the direct damage within the meaning of these general terms and conditions.
- Click is never liable for errors in the material provided by the Other Party or for misunderstandings or errors in the execution of the Agreement if these find their cause or cause in actions of the Other Party, such as not delivering on time or not. of complete, sound and clear data / materials.
- Click is never liable for errors, if the Other Party has given its approval at an earlier time, or has been given the opportunity to perform a check and has indicated that it does not need such an inspection.
- The liability limitations set out in this article are also stipulated for the benefit of the third parties engaged by Click for the execution of the Agreement, and Peper.Click is never liable for damage caused by shortcomings of these engaged third parties.
- Click is not liable for damage or loss of documents during transport or during shipment by mail, regardless of whether the transport or dispatch is done by or on behalf of Peper.Click, the Other Party or third parties.
- Both parties are obliged to keep confidential all confidential information that they have received from each other or from another source within the framework of the Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.
- If, on the basis of a legal provision or court order, Click is obliged to provide confidential information to third parties designated by the law or the competent court, and Peper.Click can not rely on a legal or competent authority in this matter. court recognized or allowed right of change, then Peper.Click is not obliged to pay damages or compensation and the Other Party is not entitled to dissolve the Agreement on the basis of any damage caused by this.
- Without prejudice to the aforementioned, Click is authorized to include the name of the Other Party on a list of relations, which is published on the website or via other expressions to third parties, unless otherwise agreed.
- The Other Party indemnifies Click to the extent permitted by law, in respect of liability towards one or more third parties, which arises from and / or is connected with the execution of the Agreement, regardless of whether the damage is caused by Peper.Click or its auxiliary staff (o ) (s), auxiliary goods or (delivered) Products or Services is caused or inflicted.
- In addition, the Other Party shall indemnify Click, insofar as the law allows, for all claims of third parties in connection with any infringement of intellectual property rights of these third parties.
- The Other Party is always obliged to do everything in its power to limit the damage.
- All intellectual property rights to all products, materials, analyzes, designs, sketches, software, equipment, documentation, advice, reports, (electronic) information developed or made available for the performance of the Agreement, as well as preparatory material thereof ( jointly the ” IE Material “), vest solely with Click or its licensers.
- The Other Party only obtains any rights and powers with regard to the IP Material arising from the Agreement and / or which are expressly granted in writing.
- The Other Party has a duty of confidentiality, and is bound to deal confidentially with regard to the Material made available, in view of this containing confidential information and trade secrets of Click or its licensors.
- The Other Party is not permitted to transfer any acquired right or authority with regard to the IP Material to third parties without the prior written consent of Click.
- The Other Party is not permitted to remove or change any designation concerning intellectual property rights such as copyrights, trademark rights or trade names from the IE Material, unless agreed otherwise.
- With due observance of the General Terms and Conditions, the Other Party is entitled to correct errors in the delivered IP material, if this is necessary for the intended use resulting from the nature of the IP material. Errors are understood to mean failure to comply with the functional specifications made known by Click in writing and, in the case of customized software, to the expressly agreed functional specifications. An error only exists if it can be demonstrated and can be reproduced. The Other Party is obliged to immediately report any errors to Peper.Click.
- Any exploitation, multiplication, use or disclosure by the Other Party of the IP Material that falls outside the scope of the Agreement or granted rights and powers, is considered a violation of the intellectual property rights of Click.
- There will be no infringement of the intellectual property rights if the Other Party has received explicit written permission from Click for exploitation, reproduction, use or disclosure of the IP Material that falls outside the scope of the Agreement or granted rights and powers.
- Click is responsible for reserve copies of e-mails, websites and databases unless expressly stated otherwise on the websites of Peper.Click and / or otherwise agreed. However, Peper.Click bears no responsibility for any loss of data and the resulting damage. However, the reserve copies are for own preservation. The Other Party must also guarantee important information itself.
- All IP developed by Click can be used by Peper.Click for its own promotional purposes, unless otherwise agreed with the Other Party.
- Click respects the privacy of the Counterparty. Peper.Click treats and processes all personal data provided to it in accordance with the applicable legislation, in particular the Personal Data Protection Act. The Other Party agrees with this processing. Peper.Click uses appropriate security measures to protect the personal data of the Other Party.
- Click uses the personal data of the Other Party only in the context of the execution of the Agreement or the handling of a complaint.
- If Peper.Click is obliged to provide confidential information to third parties appointed by the law or the competent court and Peper.Click can not rely on a legal or court recognized by the competent court on the basis of a statutory provision or court order. or allowed right of change, Peper.Click is not obliged to pay compensation or compensation. The Other Party is not entitled to dissolve the Agreement on the grounds of any damage that arises as a result.
- For more information about privacy, please refer to the Peper.Click website.
For all claims and / or powers that the Other Party applies to Peper.Click and / or any third parties engaged by Peper.Click, in derogation from the statutory limitation periods, a limitation period of one year from the moment when an event occurs that the Other Party to use these rights and / or powers towards Peper.Click and / or any third parties engaged by Peper.Click.
- The Other Party is not permitted to transfer to third parties without the written permission of Click obtained rights and obligations arising from the Agreement.
- Clickis is entitled to attach conditions to this permission.
The provisions of the General Terms and Conditions and the Agreement, of which it is expressly or by their nature intended that they also remain in force after termination of this Agreement, will remain in force afterwards and both parties will continue to bind.
- Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with respect to later legal relationships.
- The administration of Click applies, subject to proof to the contrary, as proof of the applications made by the Other Party. The Other Party acknowledges that electronic communication can serve as proof.
- If and insofar as any provision of the General Terms and Conditions is annulled or annulled, the other provisions of these general terms and conditions will remain in full force. Click will then determine a new provision to replace the void / voided provision, whereby the purport of the void / voided provision will be taken into account as far as possible.
- Should one or more provisions from the Agreement or the General Terms and Conditions be annulled or canceled, this does not affect the validity of the other provisions.
- The place of performance of the Agreement is deemed to be the place where Click is located.
Applicable law and choice of forum
- All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations ensuing therefrom, are governed in all respects by Dutch law.
- All disputes between Click and the Counterparty, which may arise as a result of an Agreement and / or the General Terms and Conditions, or of agreements that are the result thereof, will in the first instance be settled by the competent court of the Amsterdam District Court.