General Terms & Conditions DIPA Global B.V.
Article 1 Applicability
- These General Terms and Conditions apply to all legal relationships between the private limited company under Dutch law DIPA Global B.V. (‘DIPA’) and a client or potential client (‘Client’).
- The applicability of any other general terms and conditions is expressly rejected.
- If any provision of these General Terms and Conditions is or becomes nonbinding, the other provisions will remain in full force.
- If DIPA does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that DIPA would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Formation
- DIPA cannot be bound by its quotation or offer if the Client can reasonably understand that the quotation or offer contains a manifest error or slip of the pen.
- All assignments given by the Client to DIPA, its directors or its employees are accepted solely by DIPA. The responsibility for the performance of the assignment and the related work rests solely with DIPA and not with its directors or employees personally. The applicability of the Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is excluded.
- The prices mentioned in a quotation or offer are exclusive of VAT and other government levies.
- If the acceptance (whether or not on minor points) deviates from that which is offered in the quotation or offer, DIPA will not be bound by it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless DIPA indicates otherwise.
- DIPA is entitled to change the agreed rate periodically, without the Client being entitled in that case to terminate the agreement for that reason. If DIPA agrees to a fixed price, DIPA will be entitled to increase this price only, without the Client being entitled to terminate the agreement for that reason, if the price increase is the result of an entitlement or obligation under the law or regulations or is caused by a change in the sales conditions of suppliers or other third parties engaged by DIPA that could not reasonably have been foreseen at the time the agreement was concluded.
- Exceeding a target price by up to 10% is accepted by the Client as a budget risk and does not require DIPA to notify the Client in advance.
- A combined quotation does not oblige DIPA to the performance of a portion of the assignment at a corresponding portion of the quoted price. Offers and quotations do not automatically apply to future assignments.
Article 3 Nature and duration of the agreement
- The agreement between DIPA and the Client is entered into for the duration stated in the agreement. Except in the case of termination by either party, the agreement will subsequently be extended for consecutive periods of equal duration. Termination of the agreement must be done by letter or by email with effect from the end of the (extended) duration subject to three months’ notice. If the agreement does not specify the duration for which it is concluded, it is concluded for an indefinite period of time. An agreement concluded for an indefinite period of time may be terminated by either party with effect from the end of a month subject to three months’ notice.
- Amendments to the agreement may only be evidenced by a document signed by both parties.
Article 4 Special grounds for termination
- If one or more of the following situations occurs, the Client will be obliged to immediately notify DIPA in writing, and all claims of DIPA against the Client will become immediately and fully due and payable and DIPA will be entitled to terminate the agreement with immediate effect, without being obliged to pay any compensation or damages:
- In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment against the Client – if and to the extent that the attachment has not been lifted within three months -, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Client’s company is shut down, liquidated or wholly or partially transferred;
- the Client dies or is placed under guardianship;
- the Client does not, not fully or not timely comply with any legal or contractual obligation towards DIPA;
- after the conclusion of the agreement, DIPA becomes aware of circumstances that give good reason to fear that the Client will not comply with any legal or contractual obligation towards DIPA;
- if, due to a delay on the part of the Client, DIPA can no longer be expected to perform the agreement under the originally agreed conditions.
Article 5 Assignments and changes
- The Client will ensure that all data indicated by DIPA as being necessary, or which the Client reasonably ought to understand is necessary for the performance of the agreement, is provided to DIPA in a timely manner.
- The Client is responsible for the accuracy of the content of the data provided.
- Data must be supplied in accordance with the specifications published for this purpose by DIPA. The Client bears the risk of correct delivery of the data, regardless of the method of transmission. DIPA has the right to refuse data that is not supplied in accordance with the intended specifications.
- DIPA will treat the data received with due care, but will not be liable for any damage or loss of data or any other cause that might render the data unusable.
- The Client warrants that data that is submitted digitally is safe and free from viruses, Trojan horses, worms or any other programmes that could in any way cause damage to DIPA’s computer systems, computer programmes or websites. The Client also warrants that, when delivering online, it will not use equipment and/or software that could interfere with the normal operation of DIPA’s websites, and that it will not send data that, by virtue of its size and/or properties, would place a disproportionately high burden on the infrastructure of DIPA’s websites.
- DIPA reserves the right to change the content and form of the data provided at its own discretion and in reasonableness, without the Client being entitled to any compensation, damages or reimbursement.
- DIPA reserves the right to refuse publication of data without giving reasons and to remove published data, without being liable to the Client in any way.
- DIPA does not grant the Client exclusivity. DIPA is free to publish third-party data at its discretion.
- If the data needed for the performance of the agreement is not provided to DIPA in a timely manner, DIPA will have the right to suspend the performance of the agreement and/or to charge the Client for the extra costs resulting from the delay in accordance with the usual rates applicable at that time. DIPA is not liable for any loss or damage caused by the suspension. The execution time does not commence until the Client has made all necessary data available to DIPA. If DIPA has already commenced performance of the agreement, the original duration of the agreement will be extended by at least the period that the suspension lasted. DIPA is not liable for any loss or damage, of whatever nature, incurred as a result of DIPA relying on incorrect and/or incomplete data provided by the Client.
- If, during the performance of the agreement, it appears that it is necessary for the proper performance thereof, to amend or add to it, parties will in a timely manner and in joint consultation amend the agreement accordingly. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, is changed and the agreement is amended in terms of quality and/or quantity as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. DIPA will provide a quotation of this in advance to the extent possible. An amendment to the agreement may also change the originally specified completion time. The Client accepts the possibility of amending the agreement, including the change in price and completion time.
- The provisions of the previous paragraph do not affect the fact that DIPA reserves the right to make software changes and to implement updates at any time and without notice to the Client, if it deems this necessary to continue or improve its services. Such changes and updates that may be made by DIPA from time to time will be provided to the Client at no additional cost and are included in the price.
- After the end of the agreement, DIPA will be entitled to delete data provided.
Article 6 Payment conditions
- Unless otherwise agreed in writing, payment must be made within 30 days of the invoice date, failing which the Client will be in default by operation of law.
- In the event of default, the Client will owe default interest at 1% per month or part of a month on the (unpaid part of the) invoice amount including VAT, calculated from the due date until the date of payment. Furthermore, all reasonable costs incurred to obtain an extrajudicial settlement will be borne by the Client. The extrajudicial costs are hereby set at 15% of the invoice amount, with a minimum of € 50.
- The Client is not entitled to set off the invoice against any (alleged) claim against DIPA.
- Objections to the amount of an invoice do not suspend the payment obligation. If the Client is of the opinion that the invoice is not correct, the Client must inform DIPA thereof in writing and with reasons within 14 days of the invoice date in question, on penalty of forfeiture of the right to dispute the correctness of the invoice.
Article 7 Intellectual property
- The Client declares that everything it makes available to DIPA does not infringe the intellectual property or other rights of third parties. The Client indemnifies DIPA against any claims by third parties in this respect and any loss or damage suffered or to be suffered by DIPA as a result thereof or in connection therewith.
- DIPA reserves the rights and powers vested in it under the Dutch Copyright Act and other intellectual property laws and regulations. The Client will respect these rights.
- The Client grants DIPA permission to use photos and other images of the data provided by the Client to promote its own products and services.
Article 8 Engagement of third parties
- DIPA is entitled to engage third parties in connection with the performance of the agreement. If DIPA engages a third party in the performance of an agreement, DIPA will not be liable for any errors made by such third party. If such a third party wishes to limit his or her liability, DIPA will be entitled to accept such limitation of liability also on behalf of the Client.
- These General Terms and Conditions also constitute an irrevocable third-party clause for the benefit of the directors and employees of DIPA, as well as for the benefit of other persons, legal entities and third parties who are directly or indirectly involved in any way in the provision of services by DIPA. They may at any time invoke this third-party clause agreed for their benefit.
Article 9 Liability
- Neither DIPA, nor its directors or its employees are liable for loss or damage in connection with their (intended) work, regardless of the basis of such liability, subject to the following.
- Any liability of DIPA is limited to an amount (excluding VAT) equal to the amount excluding VAT that was invoiced by DIPA to the Client in respect of the relevant agreement in the period of twelve months preceding the month in which the liability-creating event occurred – if it is a series or continuing event, the beginning of that series/the first moment of those events – and was paid by the Client within the payment term, with a maximum of EUR 10,000.
- Any liability of DIPA for loss or damage to persons or property is limited to the amount paid out in the relevant case under the general corporate liability insurance (AVB) taken out by DIPA, plus the amount of the excess under the relevant policy.
- Liability for indirect loss, including consequential loss, loss due to delay and loss of profits is expressly excluded.
- Not excluded is DIPA’s liability for loss or damage resulting from wilful intent or gross negligence on the part of DIPA or its managing employees.
- Any legal claim for compensation for loss or damage is subject to a limitation period of one year and expires at the latest three years after the date on which the Client became aware of both the loss or damage and the person or legal entity liable for it.
- The Client indemnifies DIPA against all claims by third parties who suffer loss in connection with the performance of the agreement and which result from a cause attributable to a party or parties other than DIPA, explicitly including claims related to the content (whether unlawful or not) of data provided by the Client. If DIPA was to be sued by a third party on that account, the Client will be obliged to assist DIPA both extrajudicially and judicially and to immediately do everything that it may be expected to do in that situation. In the event that the Client fails to take adequate measures, DIPA will be entitled to do so itself, without any notice of default being required. All costs and loss incurred on the part of DIPA and third parties as a result will be entirely at the risk and expense of the Client.
Article 10 Force majeure
- DIPA is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that cannot be attributed to it. In addition to the provisions of Section 6:75 of the Dutch Civil Code (force majeure), a shortcoming of DIPA in the fulfilment of any obligation towards the Client cannot be attributed to DIPA in the event of a circumstance beyond DIPA’s control, as a result of which the fulfilment of its obligations towards the Client is wholly or partially prevented or as a result of which DIPA cannot reasonably be expected to fulfil its obligations. Force majeure includes in any case: failure on the part of suppliers or other clients of DIPA, strikes, (unforeseen) government measures, terrorist attacks or a concrete threat thereof, war, fire, natural disasters, power failures, computer viruses, strikes and work interruptions, temporary unavailability or inadequate availability of hardware, software and/or internet or other telecommunication connections that are necessary for the performance of the agreement, as well as any other situation over which DIPA cannot exercise any decisive control.
- During the period that the force majeure continues, DIPA may suspend its obligations under the agreement. If this period lasts longer than three months, both DIPA and the Client will have the right to terminate the agreement. In such case, DIPA will not be obliged to pay compensation for any loss or damage, not even if DIPA derives any benefit as a result of the force majeure situation.
- To the extent that DIPA has fulfilled or will be able to fulfil its obligations arising from the agreement at the moment the force majeure occurs, and independent value can be attributed to the part already fulfilled or still to be fulfilled, DIPA will be entitled to separately invoice the part already fulfilled or still to be fulfilled, respectively. The Client will be obliged to pay this invoice as if a separate agreement existed.
Article 11 Personal data
- DIPA processes personal data as set out in its privacy statement, which can be found at https://www.dipaglobal.com/privacy-policy/.
Article 12 Applicable law and competent court
- All disputes arising from the agreement will be submitted exclusively to the Rechtbank Midden-Nederland, locatie Lelystad.
- All agreements between DIPA and the Client are exclusively governed by Dutch law.
- These General Terms and Conditions are also available in the Dutch language. In the event of a dispute regarding the content or the interpretation hereof, the Dutch text will be binding.
Lelystad, the Netherlands, February 2021