General Terms and Conditions Boxma IT B.V.
Article 1. Definitions
1.1. In these General Terms and Conditions, the following terms have the following meanings:
Boxma: the private company incorporated under Dutch law Boxma IT B.V.;
Client: the natural person or legal entity, who gives Boxma an assignment or requests an Offer to that end;
Offer: the offer submitted by Boxma to carry out an assignment;
Agreement(s): the agreement concluded between Boxma and the Client with regard to the delivery of services.
Article 2. Applicability of General Terms and Conditions
2.1. These General Terms and Conditions apply to all Offers submitted by Boxma and all Agreements concluded by Boxma.
2.2. Deviations from or additions to these General Terms and Conditions only apply in so far as these have been agreed by the parties in writing.
2.3. The Client’s General Terms and Conditions only come into effect within the scope of the Agreement in so far as they are not in conflict with these General Terms and Conditions.
Article 3. Formation of the Agreement
3.1. Boxma’s Offers are without obligation, unless indicated otherwise in the Offer.
3.2. The Agreement is concluded when Boxma issues the order confirmation or when Boxma carries out the assignment, pursuant to an Offer submitted in advance or otherwise.
3.3. If the Client gives the assignment orally, Boxma’s written order confirmation is deemed to correctly reflect the content of the Agreement, unless the Client immediately notifies Boxma of its objections thereto.
Article 4. Rates
4.1. The offered and agreed rates are exclusive of VAT.
4.2. Boxma is entitled to adjust the agreed rates or the agreed fixed price once a year.
4.3. If and in so far as auxiliary materials or persons are required for the execution of the assignment, the costs related thereto will be borne by the Client.
Article 5. Execution of the Agreement
5.1. Boxma determines the manner in which the assignment is carried out.
5.2. Specified or agreed terms do not constitute final deadlines, unless an explicit written agreement stipulates otherwise. In case of overdue delivery, Boxma must therefore be given written notice of default before default commences.
5.3. Any cancellations of or changes to the assignment must be communicated to Boxma in writing (also understood to include by electronic means) by the Client fourteen (14) working days prior to commencement, failing which the scheduled assignment will be charged on to the Client.
5.4. The Client is obliged to make all information and documents required for the proper execution of the Assignment (all this at Boxma’s discretion) available to Boxma on time, in the form and manner communicated by Boxma to the Client.
5.5. Boxma is entitled to suspend the execution of the Assignment until the Client has met the obligation referred to in paragraph 5.4.
5.6. The Client is responsible for the correctness and completeness of the information and documents it makes available to Boxma.
5.7. The Client indemnifies Boxma against claims of third parties arising due to the provision of incorrect or incomplete information as referred to in this article.
Article 6. Shortcomings
6.1. The Client must notify Boxma in writing (also understood to include by electronic means) of a shortcoming with regard to the execution of the Agreement as soon as it has become apparent or should have reasonably become apparent to him.
6.2. In the absence of a timely notification as referred to in paragraph 6.1, the Client’s right to rely on a shortcoming lapses.
6.3. If Boxma is unable to carry out the assignment, or is unable to carry it out on time or properly due to a cause that cannot be attributed to it, the obligation to carry out the assignment will be suspended until such time that Boxma is able to meet its obligations ensuing from the Agreement in the agreed manner, without the Client being entitled to demand performance and/or compensation.
Article 7. Boxma’s liability
7.1. If, with due observance of the statutory provisions, the provisions set out in the Agreement and the provisions of these General Terms and Conditions, Boxma would be liable towards the Client, such liability will be limited to the invoice amount of the assignment from which the damage has arisen, with a maximum of €25.000,00.
7.2. Boxma’s liability for all indirect damage, including, but not limited to, consequential damage, loss of profit, corrupt or lost data or materials, damage due to business interruption or cybercrime, is excluded.
7.3. The Client indemnifies Boxma against any claims of third parties arising from the assignment carried out by Boxma.
Article 8. Expiry clause
8.1. Without prejudice to the provisions of Section 6:89 of Book 6 of the Dutch Civil Code and without prejudice to the provisions of these General Terms and Conditions, claims of the Client under the Agreement lapse, if such claim is not brought before the competent court within one year after the Client became aware or should have reasonably become aware of the facts on which the claim is based.
Article 9. Payment
9.1. The invoices sent by Boxma to the Client must be paid within 14 days of the invoice date, without suspension or setoff being permitted.
9.2. If the Client has not paid within the term referred to in 9.1, the Client will be in default by operation of law and Boxma will be entitled, without prior notice of default being required, to charge statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code from the due date of the invoice.
9.3. All costs incurred by Boxma for collecting what the Client owes Boxma will be borne by the Client. The extrajudicial costs (including a reasonable compensation for time spent by Boxma on collecting the amounts) will be set at 15% of principal sum due, with a minimum of €500.00.
9.4. Upon Boxma’s first request, the Client will provide security (additional or otherwise) for payment.
Article 10. Intellectual property rights, use and licence
10.1. Boxma is the owner of and is exclusively entitled to its name, logo, advice, working method, regulations, reports and the like.
10.2. The Client may not make use of the objects subject to intellectual property rights referred to in Article 10.1, unless with Boxma’s prior written consent.
10.3. The intellectual property rights to the works made available by Boxma within the scope of the Agreement are exclusively vested in Boxma or the third party from whom Boxma has obtained the right of use. In so far as required for use by the Client, Boxma grants the Client a limited, non-exclusive, non- transferable and – unless otherwise agreed upon in writing – non-sublicensable right in writing to use the works.
10.4. If Boxma is willing to undertake to transfer an intellectual property right, such an undertaking and transfer can only be entered into explicitly and in writing. If the parties agree in writing that an intellectual property right with regard to specific (developed for the Client) goods will be transferred to the Client, a split intellectual property right will arise, which means that Boxma’s right or ability to continue to use and/or exploit the components, general principles, ideas, designs, documentation, documents, works, protocols, standards and the like underlying that development, without any restriction for other purposes, either for itself or for third parties, will not be affected. Nor does this split of an intellectual property right affect Boxma’s right to make developments for itself or a third party that are similar to or derived from those made or to be made for the Client.
10.5. The Client is (no longer) allowed to use the results that have been made available, whereby any licence granted to the Client in the context of the assignment will simultaneously lapse:
A. from the moment the Client fails to meet its (payment) obligations under the Agreement (in full or in part) or is otherwise in default, unless the Client’s failure is of minor importance in the light of the overall scope of the assignment;
B. if the Agreement is terminated prematurely for any reason whatsoever, unless the consequences thereof are contrary to reasonableness and fairness.
Article 11. Privacy, data processing and security
11.1. In so far as personal data are processed in the scope of the execution of the Agreement, these personal data will be processed in a proper and careful manner and in accordance with the General Data Protection Regulation. Boxma’s privacy statement can be consulted on www.henkboxma.nl/privacy.
11.2. Technical and organisational measures will be taken to protect the personal data against loss or any other attempt of unlawful processing, taking into account the state of the art and the nature of the processing.
11.3. If Boxma is obliged to provide information security pursuant to the Agreement, this security will comply with the security specifications as agreed in writing between the parties. Boxma does not guarantee that the information security will be effective under all circumstances. If there is no explicitly defined security contained in the Agreement, the security will meet the level that is not unreasonable given the state of the art, the sensitivity of the data and the costs for taking the security measures.
Article 12. Termination of the Agreement
12.1. If the Client:
A. fails to meet its obligations under the Agreement;
B. files a petition for a (provisional) suspension of payment;
C. is declared bankrupt;
D. (in case of a natural person) is granted Statutory Debt Restructuring for Natural Persons;
E. liquidates its business or transfers all or part thereof to a third party;
F. loses the right to dispose of its assets in whole or in part due to attachment, Boxma is entitled to suspend the Agreement or to terminate it in whole or in part without prior notice of default.
Article 13. Applicable law and disputes
13.1. All agreements between Boxma and the Client are governed by Dutch law.
13.2. All disputes arising from the agreements concluded between Boxma and the Client will be submitted to the civil courts in the district of Gelderland, location Arnhem, without prejudice to Boxma’s right to apply to another court with jurisdiction pursuant to the law.