Article 1 GENERAL
- These general terms and conditions apply to the conclusion and execution of all agreements concluded between Blueprint (hereinafter: "the service provider") and the natural or legal person (hereinafter: "the client ") and on all offers of the service provider.
- These general terms and conditions are also written for the benefit of the employees of the service provider and his/her director(s).
- If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the remainder in these general terms and conditions will remain certain fully applicable. The service provider and the client will then enter into consultations in order to agree on new provisions to replace the void or destroyed provisions, whereby as much as the purpose and scope of the original provisions may be respected.
- All assignments are, with the exception of Article 7:404 of the Dutch Civil Code and Article 7:407 paragraph 2 of the Dutch Civil Code and Article 7:409 of the Dutch Civil Code, accepted and executed by the service provider.
- If the service provider does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the service provider in any way to the extent that it would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 QUOTATIONS AND OFFERS
2.1 All quotations and offers of the service provider are without obligation. Moreover, no right can be derived from a quotation or offer in any way if the product to which the quotation or offer relates no longer in the meantime is available.
2.2 The service provider cannot be held to his/her quotations or offers if the client can reasonably understand that the quotations or offers, or a part thereof, contains an obvious mistake or error.
2.3 The prices stated in a quotation or offer are exclusive of VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
2.4 If the acceptance (whether or not on suitable points) deviates from the offer included in the quotation or offer, the service provider is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the service provider indicates otherwise.
2.5 A composite quotation does not oblige the service provider to perform part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
2.6 The service provider is entitled to refuse or not to carry out assignments without giving reasons.
Article 3 CONTRACT DURATION, EXECUTION PERIODS, EXECUTION AND AMENDMENT OF THE AGREEMENT
3.1 The agreement between the service provider and the client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly and agree otherwise in writing.
3.2 If a term has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this is never a deadline. If a term is exceeded, the client must therefore give the service provider written notice of default. The service provider must be offered a reasonable period of time to still implement the agreement.
3.3 The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
3.4 The service provider has the right to have certain activities performed by third parties, if the service provider deems this desirable for the proper execution of the agreement. Any liability of the service provider for shortcomings of this third party and is excluded. If the service provider engages third parties who thereby stipulate a limitation of their liability, such a clause is also concluded by the service provider on behalf of the relevant client of the service provider accepted.
3.5 The client must inform the service provider of any specific wishes before entering into the agreement.
3.6 The client shall ensure that all data, which may reasonably be important for the proper execution of the agreement, are communicated to the service provider in a timely manner. If the data necessary for the execution of the agreement have not been provided to the service provider in time, the service provider has the right to perform the agreement. suspend and / or charge the client for the additional costs resulting from the delay in accordance with the then usual rates.
3.7 If during the execution of the agreement it appears that it is necessary for e and proper execution thereof to change or supplement the work to be performed, then the parties adjust the agreement accordingly in a timely manner and in mutual consultation.
3.8 The service provider will, as far as reasonably possible, inform the client about the financial and other consequences of the change or addition to the agreement. The client accepts the possibility of changing the agreement, including the change in price and term of execution.
Article 4 SUSPENSION, DISSOLUTION AND PREMATURE TERMINATION OF THE AGREEMENT
4.1 The service provider is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if the order does not, not fully or not timely, after the conclusion of the agreement the service provider becomes aware of circumstances give good reason to fear that the client will fulfil its obligations will not comply if the client has been requested at the conclusion of the agreement to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient or if, as a result of the delay on the part of the transferor, the service provider can no longer be required to provide the will comply with the agreement under the originally agreed conditions.
4.2 Furthermore, the service provider is entitled to dissolve the agreement if circumstances arise and occur that are of such a nature that compliance with the agreement is impossible or if otherwise circumstances arise which are of such a nature that unaltered maintenance of the contract cannot reasonably be required of the service provider.
4.3 If the agreement is dissolved, the claims of the service provider against the client are immediately due and payable. If the service provider suspends the fulfilment of the obligations, he/she retains his/her instructions under the law and the contract.
4.4 If the service provider suspends any obligation or dissolves the agreement, he/she is in no way obliged to pay compensation for damage and costs as a result in any way arise.
4.5 If the dissolution is attributable to the client, the service provider is entitled to compensation for the damage, including the costs, directly and indirectly caused as a result.
4.6 If the client fails to comply with one of the obligations and justifies dissolution of the agreement by the service provider, the service provider is entitled to terminate the agreement immediately and to dissolve with immediate effect without any obligation on his part to pay any compensation or compensation, while the contractor, on account of breach of contract , however, is obliged to pay compensation or compensation.
4.7 If the agreement is terminated prematurely by the service provider, the service provider will, in consultation with the client, ensure that work still to be performed is transferred to third parties. The foregoing applies, unless the termination is attributable to the client. If the transfer of the work entails additional costs for the service provider, these will be charged to the client. The client is obliged to pay these costs within the aforementioned period, unless the service provider indicates otherwise.
4.8 In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at burden of the client, debt restructuring or any other circumstance as a result of which the client can no longer freely dispose of his assets, the service provider is free to to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. In that case, the claims of the service provider against the contracting authority shall be immediately due and payable.
4.9 If the client cancels an order placed in whole or in part, the work that was performed and the goods ordered or loathed for it, plus the any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement will be charged in full to the client.
Article 5 FORCE MAJEURE
5.1 The service provider is not obliged to fulfil any obligation towards the client if he/she is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his/her account under the law, legal act or generally accepted views.
5.2 Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforgivable, on which the service provider cannot exercise any influence, but as a result of which the service provider is unable to fulfil his/her obligations. The service provider also has the right to invoke force majeure if the circumstance that prevents (further) termination of the agreement occurs after the service provider should have fulfilled his/her commitment.
5.3 The service provider may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without obligation to pay compensation for damage to the other party.
5.4 Insofar as the service provider has in the meantime partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and to the fulfilled or to be fulfilled part of independent value, the service provider is entitled to invoice the already fulfilled or to be fulfilled part separately. The client is obliged to pay this invoice as if there were a separate agreement.
Article 6 CANCELLATION
6.1 Cancellation of scheduled appointments concerning individual clients must be made no later than two working days before the agreed time. For this, the costs as described in article 4.9 will be charged.
6.2 In the event of cancellations within two working days before the planned start date by or on behalf of the individual client, the client is obliged to reimburse 100% of the price.
6.3 Cancellation of training courses, courses and theme days must be made no later than two weeks before the agreed time. In doing so, the service provider is entitled to charge costs. In case of cancellation less than two weeks before the start of the service, the client is obliged to reimburse 100% of the price.
6.4 Cancellation of services can only take place in writing.
Article 7 FEE
7.1 The fee of the service provider does not depend on the result of the assignment granted and, insofar as the parties have not made any agreements to the contrary, will be calculated with due observance of the usual rates of the service provider.
7.2 If no fixed fee has been agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of the service provider, applicable for the period in which the activities are performed, unless an hourly rate differs from this has been agreed. Any cost estimates related to the fee are excl. VAT unless otherwise agreed.
7.3 When Blueprint provides for items or make-up, a handling fee of 20% will be charged. Payments must always be made withing 3 (three) days after the invoice. When items or make-up are approved and taken, the return is not possible.
7.4 Costs made for travelling, porto costs or costs for transportation (couriers) are not included in the fees.
Article 8 PAYMENT AND COLLECTION COSTS
8.1 Unless otherwise agreed when entering into the assignment, payment must always be made within 3 (three) days after the invoice date in a manner to be indicated by the service provider in the currency in which the invoice was made. The service provider is entitled to invoice periodically.
8.2 If the client fails to pay an invoice on time, the client is in default by operation of law. The client then owes an interest of 1% per month, unless the statutory commercial interest (and if the client is a consumer: the statutory interest) is higher, in which if the statutory commercial interest (or, if the client is a consumer, statutory interest) is due. The interest on the due amount will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
8.3 The service provider has the right to have the payments made by the client go first of all to reduce the interest, then to reduce the interest that has fallen due and finally, deduction of the principal and the accrued interest. The service provider may, without thereby being in default, refuse an offer for payment if the client has another full amount for the allocation of the payment. The service provider may refuse full repayment of the principal sum if the outstanding and accrued interest and collection costs are not also paid.
8.4 The client is never entitled to set off the amount owed by him to the service provider. Objections to the amount of an invoice do not suspend the payment obligation . The client who is not entitled to invoke section 6.5.3 (articles 231 to 247) book 6 of the Dutch Civil Code is also not entitled to suspend the payment of an invoice for any other reason.
8.5 If the client is in default or in default in the (timely) fulfilment of his obligations, then all reasonable costs for obtaining payment out of court will be borne of the client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if the service provider has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the client. The client also owes interest on the incasso costs due.
Article 9 LIABILITY
9.1 If the service provider should be liable, this liability is limited to what is regulated in this provision.
9.2 The service provider is not liable for damage, of whatever nature, caused by the fact that the service provider has assumed incorrect and / or incomplete provided by or on behalf of the client data.
9.3 If the service provider should be liable for any damage, the liability of the service provider is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
9.4 The liability of the service provider is in each case always limited to the amount of the payment of his / her insurer where applicable.
9.5 The service provider is only liable for direct damage. When items are adjusted by an extern tailor, it is at the clients risk.
9.6 Direct damage is only understood to mean the reasonable cost and to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to ensure that the defective performance of the service provider complies with the agreement, insofar as these to the service provider and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The service provider is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
9.7 The limitations of liability included in this article do not apply in the event of intent or gross negligence on the part of the service provider himself or his managerial subordinates.
Article 10 INDEMNIFICATION
10.1 The client indemnifies the service provider against any claims of third parties, who suffer damage in connection with the execution of the agreement and the cause of which to other than the service provider is attributable. If the service provider should be held liable by third parties for this reason, the client is obliged to assist the service provider both outside and in court and without delay to do all that may be expected of him in that case. If the client fails to take adequate measures, the service provider is entitled, without notice of default, to do so himself. All costs and damage on the part of the service provider and third parties arising as a result, are entirely at the expense and risk of the client.
Article 11 INTELLECTUAL PROPERTY
11.1 The service provider reserves the rights and powers that belong to him/her on the basis of the Copyright Act and other intellectual laws and regulations. The service provider has the right to use the knowledge acquired by the performance of an agreement on his side for other purposes, provided that no such information is hereby strictly confidential information of the client is brought to the knowledge of third parties.
Article 12 EXPIRY PERIOD
12.1 Insofar as these general terms and conditions do not provide otherwise, rights of action and other powers of the client for whatever reason against the service provider in connection with the performance of work by the service provider in any case after one year after the moment at which the client became aware or could reasonably have been aware of its existence of these rights and powers.
Article 13 APPLICABLE LAW AND DISPUTES
13.1 All legal relationships to which the service provider is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party to the legal relationship is domiciled there.
13.2 The court of the district of the place of business of the service provider has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the service provider has the right to submit the dispute to the competent court according to the law.
Article 14 LOCATIONSAND CHANGES TO TERMS AND CONDITIONS
14.1 These terms and conditions can be found or read on www.identica.nl or are sent free of charge on explicit request. The version as it applied at the time of the establishment of the legal relationship with the service provider always applies.
14.2 The English text of the general terms and conditions is always decisive for the interpretation thereof.