1. General Terms and Conditions, offers and agreements
- These terms and conditions are both in Dutch and in English language available. In case of contradiction between the Dutch-language and the English version, the Dutch version is binding.
- These general terms and conditions apply to all offers and agreements to which All Effective Changes B.V. delivers goods and/or services of any kind to client. Under agreement within the meaning of these general terms and conditions means any agreement, whether oral or written, between All Effective Changes B.V. and the client comes into being. Deviations from these general conditions are only valid if expressly agreed in writing.
- All offers are without obligation, unless explicitly stated otherwise in the offer.
- Applicability of any purchase or other conditions of the client is explicitly.
- If any provision of these General terms and conditions is null and void or destroyed, the other provisions of these terms and conditions shall remain in full force.
2. Prices and payments
- All prices are exclude VAT and all other regulatory governance taxes that must apply.
- In the absence of specific rules the customer shall pay invoices within thirty days of the invoice date.
- If the client fails to pay within the agreed period, the customer shall, without any notice of default, from the due date onwards the statutory interest is applicable. In case client after notice of default remains, All Effective Changes B.V. shall be entitled to all the extra judicial costs incurred in this respect and shall defray the charge amount to the client.
3. Confidential Information
- All information provided to the other party or one of parties, of which the other party knows or reasonably should know that this information is of a confidential nature, shall be understood to mean by All Effective Changes B.V. to client products referred to in article 6.1 and 7.1, is considered confidential information. The party that receives confidential information will use this information only for the purpose for which it is provided.
- All Effective Changes B.V. undertakes the reasonably steps to ensure its secrecy of confidential information received of client’s. All Effective Changes B.V. will use reasonable indications of client in respect to guard the confidential information.
4. Reservation of Title and Rights
- All goods delivered to client remain property of All Effective Changes B.V., until all agreed amounts, as well as the amounts referred to in article 2.3, including interest and costs of recovery, are fully paid to All Effective Changes B.V..
- Rights are always granted to the client or, in some cases, transferred under the condition that the client pays the agreed fees fully and in a timely manner.
The risk of loss or damage to matters that are subject of an agreement, are transferred to the client at the moment they are under the actual control of client or a person under clients’ control.
6. Products of Third Parties
- If All Effective Changes B.V. makes available or delivers third-party products to the client with respect to those products or supplies the terms and conditions of that third parties will apply by setting aside the provisions of the agreement and these terms and conditions. Client accepts the conditions referred to by third parties. All Effective Changes B.V. will send a copy of these terms and conditions to the client at his request.
- If the terms and conditions of third parties, as referred to in article 6.1, in the relationship between the client and All Effective Changes B.V., for whatever reason, are deemed not to apply or be declared inapplicable, subject to the provisions of the agreement, these general terms and conditions will apply.
- The liability of All Effective Changes B.V. for third-party products shall in no case include more than that the relevant third party will approve recoverable.
7. Rights of intellectual and/or industrial ownership
- All rights of intellectual or industrial property on all products developed or made available under an agreement are based exclusively at All Effective Changes B.V. or its licensors. In these general terms and conditions ‘ product ‘ shall mean analyses, designs, documentation, reports, offers, as well as preparatory material, equipment and software.
- If and in so far as not otherwise provided in a contract, obtains client on by All Effective Changes B.V. specific custom products for the benefit of the client, not including the source code thereof, for some time a non-exclusive, limited right of use for the benefit of its organization, including the right to bring changes in those products by All Effective ChangesV.
- All Effective Changes B.V. shall the customer indemnify against any legal action based on the claim that by All Effective Changes B.V. self developed products infringe on a Dutch law applicable to intellectual or industrial property, provided to that client under the condition that customer will inform All Effective Changes B.V. in writing without delay about the existence and content of the judicial procedure and the handling of the case, including the taking of any settlements and that customer will entirely leave it to All Effective ChangesV. to handle the case.
Customer will provide the necessary powers of Attorney, information and cooperation to All Effective Changes B.V., if necessary; defend against these legal actions in the name of the client.
This indemnification obligation shall lapse if and in so far as the infringement relates with changes that the client has made or a third party on customers authority has made in the products of All Effective Changes. If it is certain that in the final case by All Effective Changes B.V. self developed products infringe any intellectual or industrial property belonging to third party or if in the opinion of All Effective Changes B.V. a good chance exists that such a breach will occur, All Effective Changes B.V. will crediting the delivered against the acquisition costs minus a reasonable used fee, or All Effective Changes B.V. will take care that the client, or the delivered, or the functional equivalent of other products, can continue to use.
Any other or more extensive liability or safeguard obligation of All Effective Changes B.V. due to violation of rights of intellectual or industrial property of third parties is excluded, including liability and indemnification obligations of All Effective Changes B.V. to breaches caused by the use of products delivered (i) in a not by All Effective Changes B.V. modified form, (ii) in connection with not by All Effective Changes B.V. business or products supplied or provided or (iii) otherwise than for which the products are designed or intended.
- The client guarantees that no rights of third parties that interfere with making equipment, software or materials available to All Effective Changes B.V. with the purpose of use for operation and client shall indemnify against All Effective Changes B.V. every action which is based on the claim that such provision, use or edit infringes any right of third parties.
8. Cooperation by the Client
8.1 Client will for a proper performance of a contract provide all useful, relevant and necessary data or information and will give full cooperation to All Effective Changes B.V..
8.2 Client is responsible for the use and the implementation into its organization of the products delivered by All Effective B.V.
8.3 In the event that client doesn’t provide all useful, relevant and necessary data or information and full cooperation according to the agreements made or client doesn’t fulfill the obligations agreed, All Effective Changes B.V. has in any case, the right to suspend the execution of the agreement and it has the right to invoice costs according to its usual rates caused by the suspension or delay.
8.4 In the event that employees of All Effective Changes B.V. perform work on the location of the client, the client provide free of charge the facilities within reason needed by those employees. Client will indemnify All Effective Changes B.V. claims of third parties, including employees of All Effective Changes B.V., those related to the performance of a contract to suffer damage arising out of acts or omissions of the customer or of unsafe situations in his organization.
9. Delivery Times
The delivery dates of All Effective Changes B.V. are given to the best of their knowledge on the basis of the data associated with entering into the agreement and they will be taken into account as far as possible; the single breach of a delivery date brings All Effective Changes B.V. not into default. All Effective Changes B.V. is not tied to (delivery) dates, which are delayed because of circumstances beyond its control after entering into that agreement. If overrun of any deadline is looming, All Effective Changes B.V. and the client must consult each other as soon as possible.
10.1 Each of the parties has the power to dissolve an agreement if the other party, after a proper written notice of default with as much detail as possible and which states a reasonable period for remedying the default, attributable fails to fulfill the essential obligations under that agreement.
10.2 Each of the parties may terminate the contract without notice and without judicial intervention by a written notice in whole or in part with immediate effect if the other party-whether or not provisional-suspension of payment is granted, if bankruptcy is applied or in respect of the party if its business is wound up or terminated other than for the purposes of reconstruction or merging of enterprises. The party that ends the agreement like stated above will never be held to pay any compensation.
10.3 If the client at the time of dissolution of an agreement referred to in article 10.1 has received already services, these services will not be subject to cancellation unless All Effective Changes B.V. is in relation to that performance in default. Amounts that All Effective Changes B.V. invoiced for the services already delivered for its implementation, taking into account the previous sentence remain payable at the time of the termination and are immediately due and payable.
11. Liability of All Effective Changes B.V.; Disclaimer
11.1 The total liability of All Effective Changes B.V. under an agreement is limited to compensation for direct damages up to a maximum of the amount of the work to be done in the contract (excluding VAT) agreed by All Effective Changes B.V.. If the agreement is primarily a continuing performance contract, the total liability of All Effective Changes B.V. has a year limited of the total of the fees (excluding VAT) for the work to be performed by All Effective Changes B.V. stipulated for one year.
In no event shall the total compensation for direct damages exceed € 1.000.000, – (one million euro)
11.2 Liability of All Effective Changes B.V. for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation, is excluded.
11.3 However, the maximum amounts referred to in article 11.1 lapse if and insofar as the damage is the result of intent or gross negligence on the part of All Effective Changes B.V.
11.4 Condition for any right to compensation is always that the client reports the damage in writing as soon as possible to All Effective Changes B.V., but in any case within seven days after it occurs. Client indemnifies All Effective Changes B.V. for all third-party claims because of product liability as a result of a defect in a product or system that is delivered by the customer to a third party and which partly consisted of products delivered by All Effective Changes B.V.
12. Force Majeure
12.1 None of the parties is obliged to fulfill any requirement under an agreement if it is prevented from doing so as a result of force majeure. Force majeure shall include force majeure of suppliers of All Effective Changes B.V.
12.2 When the situation of force majeure has lasted longer than 90 days or it is envisaged that this will last longer than 90 days, either party has the right to terminate this agreement by written statement. Products or services already delivered under that agreement will be settled and will be without any obligations for the parties.
13. Applicable Law
This Agreement shall be governed by the laws of the Netherlands, without regard to the conflicts of law provisions thereof.