Article 1: Definitions
- Contractor: Breeze Social BV, (Chamber of Commerce number 80045944), with its registered office and principal place of business in (3013 AK) Rotterdam at Stationsplein 45.
- Client: the (intended) contracting party of the Contractor.
- Agreement: the agreement concluded between the Contractor and the Client.
- Conditions: the present conditions.
Article 2: The agreement
- These Terms and Conditions always apply to all offers and Agreements of the Contractor, with the explicit exclusion and rejection of all general terms and conditions that Clients state on their letterhead, order and delivery forms, and other forms where it is deposited and/or declared as applicable. By simply requesting a quotation and/or issuing an order to the Contractor, the Client accepts these Terms and Conditions and the Client thereby expressly waives the applicability of its own general terms and conditions.
- In the event of a written offer or written order confirmation from the Contractor, this offer or order confirmation is deemed to represent the entire Agreement and shall replace all prior written and oral agreements, statements and/or remarks of the parties. In addition to the quotation or order confirmation, changes/additions to the text of the quotation or order confirmation can only form part of the Agreement if this is explicitly acknowledged in writing by the Contractor, whereby the text of the quotation or order confirmation prevails in the event of any contradiction.
- The Contractor reserves the right to unilaterally change these Terms and Conditions. The Client is deemed to have accepted the relevant changes if the Contractor has not received a written protest against it from the Client within 14 days after the written notification of the change.
- In the event that the parties have agreed on a periodic payment obligation for the Client, the Contractor has the right to unilaterally change the prices and rates that were included in the Agreement as was stipulated in the Agreement. If this is not expressly included in the Agreement, the Contractor has the right to index the agreed prices and rates once per calendar year, on the anniversary of the Agreement. This indexation is calculated using the fixed denominator method based on the Services Price Index 2015=100. In both cases, the Contractor will notify the Contractor in writing of any change in prices and/or rates at least one month in advance.
- Quotations from the Contractor have a limited validity of 10 working days, unless otherwise stated in writing. The Contractor always has the right to revoke a quotation accepted by the Client within two working days of the receipt of its acceptance. The Client cannot derive any rights from information from quotations, folders, advertising materials, or from the Contractor's website.
- If any provision of these general terms and conditions is invalid for whatever reason, the rest of the terms and conditions will remain valid and the parties will negotiate the content of a new provision, which intent will be as closely as possible to the original provision.
Article 3: The presentation
- The Contractor will perform the assignment for the Client to the best of its knowledge and ability. Unless expressly agreed otherwise in writing in the Agreement, the Contractor is subject to a commitment in terms of effort, not to a result obligation.
- Terms applicable to the Contractor are not fatal unless the parties in the Agreement have expressly agreed otherwise in writing. An agreed term applicable to the Contractor will only commence after the Agreement has been concluded and all data necessary for the performance of the Agreement are in the possession of the Contractor. An agreed term applicable to the Contractor is at least extended by the number of days that have elapsed between the moment of conclusion of the Agreement and the moment when all data necessary for the performance of the Agreement have come into the possession of the Contractor.
- The Contractor has the right to have the assignment (partly) carried out by third parties.
Article 4: Price and payment
- Unless expressly agreed otherwise in writing in the Agreement, prices are exclusive of VAT.
- Price increases or decreases resulting from additions and/or changes made at the oral or written request of the Client are integral to the account of the Client.
- All costs resulting from circumstances that the Contractor did not reasonably have to take into account when entering into the Agreement will be borne by the Client.
- All payments by the Client to the Contractor must be made to a bank account number which is pointed out by the Contractor, without suspension or settlement, in euros and no later than fourteen (14) days after the invoice date. Advances must be paid on the invoice date itself. This concerns 'terms specified for payment' within the meaning of Art. 6:83 sub a BW.
- In the absence of full and timely payment as referred to in the previous paragraph, the Client will be in default by operation of law with at least the following consequences:
- The Client will owe an interest of 1.5% per month on the outstanding invoice/invoices;
- The Client will owe extrajudicial collection costs of 15% of the outstanding invoice/invoices with a minimum of € 250.00;
- If the Contractor takes the Client into legal proceedings in this regard, in addition to the previous paragraphs, the Client will also owe the actual costs that the Contractor must incur (such as lawyer's fees, bailiff's costs, court fees, etc.).
- Payments made by the Client are always first deducted from all costs and interest owed and then from the longest outstanding payable invoices, even if the Client states that payment relates to (a) later invoice(s).
- The Contractor is at all times entitled to require the Client to provide collateralization and/or advance payment for the Client's compliance with its obligations under the Agreement. This applies in any case in the event of any exceeding of any payment term, or any other shortcoming with regard to this Agreement or with regard to other Agreements on the part of the Client. The Client will comply with this on the first request.
Article 5: Quality and Complaints
- The Client must invoke a defect in the Contractor's performance within thirty (30) days after the work has been performed and (in any case) within fourteen (14) days after receipt of the invoice. After this period has expired, the activities are deemed to comply with the Agreement.
Article 6: Force majeur
- If the Contractor is unable to fulfill its obligations towards the Client due to a non-attributable shortcoming, the Client is not authorized to dissolve the Agreement and the fulfillment of the Contractor's obligations will be suspended for the duration of the force majeure situation.
- If any force majeure situation has lasted two (2) months, the Contractor has the right to dissolve the Agreement wholly or partly in writing.
- In the event of a force majeure situation, the Client is not entitled to any (damage) compensation, even if the Contractor has gotten any advantage as a result of the force majeure.
- Force majeure is defined in these terms, in addition to what is understood in law and jurisprudence, all external causes, foreseen and unforeseen, over which the Contractor can not influence, as a result of which the fulfillment of its obligations towards the Client is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of the Contractor, regardless of whether that circumstance could also have been foreseen at the time of the conclusion of the Agreement. Those circumstances also include: strike, lock-out, fire and/or measures taken by any government agency, as well as the lack of any permit to be obtained from the government.
Article 7: Industrial and Intellectual Property
- Unless explicitly agreed otherwise in writing, the Contractor retains the copyrights, patent rights and all other industrial and/or intellectual property rights to the work performed, offers made, designs, images, drawings, (trial) models, recipes, software, etc.
- Unless explicitly agreed otherwise in writing, the rights to the data referred to in this article remain the property of the Contractor, regardless of whether costs have been charged to the Client for its production.
- All information, whether oral or written, provided by the Contractor to the Client remains the property of the Contractor and may only be used by the Client for the purpose for which it was provided.
- The Client will not provide the information of the Contractor to third parties, in any way whatsoever, except insofar as this is reasonably necessary in connection with the proper execution of the Agreement and then only after and insofar as a confidentiality obligation has been agreed.
Article 8: Liability Contractor
- The Contractor is not liable for any indirect damage suffered by the Client or a third party in connection with (the execution of) the Agreement or a service provided by the Contractor, including consequential damage, immaterial damage, trading loss or environmental damage.
- Any liability of the Contractor is in any case limited to a maximum of the invoice value of the assignment placed by the Client with the Contractor, at least to that part of the assignment to which the liability relates. If the Contractor is insured and its insurance actually pays out in response to the liability in question, its liability is limited to that amount paid.
- The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of the Contractor or its managerial staff.
- The Contractor is not liable for damage resulting from errors in the information provided by the Client, such as prescribed working methods or given orders, directions and instructions, and for damage resulting from work performed by the Client or by third parties on its behalf.
- The consequences of compliance (by the Contractor or third parties) with legal regulations or government decisions are for the account of the Client, regardless of whether the cause/necessity of such compliance is attributable to the Client, the Contractor or a third party.
- The Client can only invoke the obligations arising from this article if it has fulfilled all its obligations towards the Contractor itself.
- Any claim for whatever reason of the Client against the Contractor lapses no later than one year after the performance of the work.
Article 9: Suspension, settlement and dissolution
- In the following cases, the Client is legally in default and the Contractor has the right to dissolve the Agreement extrajudicially in whole or in part – without any notice of default or judicial intervention being required.
- if the Client applies for bankruptcy or (provisional) suspension of payments, or is declared bankrupt, (provisional) suspension of payments is granted, or if the Client is placed under a legal restraint, special administration or special guardianship pursuant to a legal provision;
- if the Client (parts of) its business transfers, liquidates or shuts down or discontinues its activities in whole or in part;
- if a prejudgment or enforcement attachment is levied at the expense of the Client;
- if the Contractor has good reason to fear that the Client will fail to fulfill its obligations, or if the Client has already failed.
- In the event of dissolution by the Contractor on the basis of the preceding paragraph, the Client will automatically owe the Contractor an amount equal to 75% of the price owed under the Agreement, without prejudice to the Contractor's right to claim compensation. Article 6:92 Dutch Civil Code does not apply.
- The foregoing does not affect the other rights of the Contractor.
Article 10: Applicable law and disputes
- Only Dutch law applies to the Agreement, with the exclusion of the Vienna Sales Convention.
- Only the court with jurisdiction over the municipality where the Contractor is established is authorized to settle disputes arising from the Agreement, unless the Contractor opts for the legally competent court.
These Terms and Conditions were last updated on November 27th, 2021.