- These conditions apply to all offers, legal relationships and agreements between Easydus BV, hereinafter referred to as "Easydus", and client.
- The term "client" shall mean any party, whether or not being a legal person, to whom Easydus offers her advice and focus, and / or with whom Easydus enters into an agreement or with whom Easydus is in any other legal relationship.
- These conditions are considered by the client with each subsequent Easydus agreement to have been tacitly accepted.
- The applicability of different conditions is excluded, unless expressly agreed otherwise in writing. The applicability of such other conditions after explicit written consent of Easydus concerns than solely those agreements.
- Easydus reserves the right to revise the text of these terms at any time in response to changed circumstances. They will bring the amended text of the conditions to the attention of the client in appropriate ways. The parties can only agree other deviations from these conditions in writing.
- If Easydus at any time does not (immediately) exercise its rights under the agreement or these conditions, this does not affect its right and possibility to (still) do this in the future for reasons of its own.
2. Offers and quotes
- All offers and other statements by Easydus are without obligation and not binding unless expressly agreed otherwise in writing.
- Offers are based on information supplied by or on behalf of client. Client is responsible for the accuracy and completeness of information provided to Easydus by or on behalf of the client. Easydus accepts no liability for the correctness of the data provided by the client.
- All offers and other statements by Easydus are based on performance under normal circumstances and during normal working hours, unless otherwise expressly stated.
- An offer on the part of Easydus is deemed to have lapsed if is not accepted by the client within fourteen days after the date of receipt, unless expressly stated otherwise in writing.
3.Conclusion of Agreement
- An agreement is concluded after Easydus the by client given assignment expressly has accepted, the client timely signed and returned an offer from Easydus for approval, or if Easydus takes the assignment to hand. In the latter case, the contract is concluded at the time that Easydus takes the order, issued by client, to hand and the activities concerning billing, rates and other details take part of this Agreement.
- As far as unavoidable deviations occur from the offer, while performing the contract, Easydus will inform the client as soon as possible on this matter.
Client should communicate changes from the client side in the agreement after it has been issued, in good time and in writing to Easydus. Changes in the assignment are in effect by and from the written acceptance thereof by Easydus or from the time that the execution of the modified assignment is started. Easydus, is entitled ta bill a higher price in case of additional work.
- If third parties have been enabled by Easydus and these third parties offer commitments and / or agreements with client, these commitments, offers and / or agreements connect Easydus only if this is confirmed by Easydus expressly and in writing.
- Easydus shall do its best efforts to perform the agreement and to keep its website and web services available permanently. On Easydus rests an obligation of effort.
- Easydus is not required to follow the by client given instructions when implementing the agreement, unless otherwise expressly agreed in writing. If any such indication is followed by Easydus, Easydus will see the relevant activities as either a modification of the contract, or additional work.
- Delivery dates are without obligation and are only a target date. Easydus is in default of the agreed delivery term bonds, after client has given Easydus written notice and reasonable time to Easydus, which means a period of 14 days, to still submit its obligations. The notice must contain a complete and detailed description of the shortcoming, so Easydus can be enabled to respond adequately.
- Exceeding the delivery time and/or the unavailability of the Easydus website and/or by Easydus offered Web Services provides client nor the right to suspend a commitment with Easydus or undertaking to perform or have performed work or other performance implementing the agreement. Client is not entitled to compensation unless there is intent or gross negligence of Easydus, when the delivery time is exceeded and/or the Easydus website and/or the by Easydus offered web services are unavailable; errors of its non-managerial staff are expressly not included.
- Easydus is entitled to suspend its activities entirely or partially without any notice or default being required, if client does not, not timely or not properly fulfill his obligations or, when doubting the creditworthiness of client. Easydus is not obliged to pay any compensation for the damage resulting from such suspension.
5. Force majeure
- Easydus has the right in the case of force majeure to put the performance of the work to halt and continue as soon as possible, at which point Easydus is also entitled to calculate any price changes. Easydus shall inform client as soon as possible if a force majeure situation arises.
- Force majeure beyond the control of Easydus means those circumstances which have arised after entering into the agreement and causing the final (delivery) period can no longer be met, among which, but not limited to acts of war, (technical) business interruptions, money devaluations, fire, acts of war, strikes, government measures, material defects, energy crises, seizure of stocks / inventory, illness among staff Easydus, force majeure of suppliers Easydus, improper performance of obligations by suppliers prescribed by the client to Easydus and defectiveness of goods, materials and software from third parties from which the use is prescribed by client to Easydus.
- If a force majeure situation lasts longer than three months, the parties are entitled to terminate the contract by written dissolution. The client, for the rest, will relatively settle what already is performed under contract by Easydus; both parties do not owe each other anything.
6. Additional work
- If Easydus at the request or with the prior consent of client performs work or other performances which goes beyond the scope of the agreed services, this will be considered as additional work and this work or performance shall be paid for according to the usual rates of Easydus. Additional work is also the case if the data on which the work or performance to be achieved is to be extended or amended.
- Through additional work referred to in Article 6.1 may affect the agreed or expected time of completion of the work or other performance and the mutual responsibilities of client and Easydus be affected. The fact that during the execution of the Agreement (the demand for) more work occurs can never be the reason for client to rescind or terminate the contract.
- Any gains or costs resulting from changes in the contract shall be borne or in favor of client. If the above situation occurs, parties will consult in advance.
7. Security, privacy and retention periods
- Client shall in turn guarantee that all statutory provisions concerning the processing of personal data, including the provisions in or pursuant to the Personal Data Protection Act, have been strictly observed and that all required notifications have been made and all required consents to processing of personal data are obtained. Easydus accepts in no way liability. Client will provide Easydus with all relevant requested information promptly in writing.
- Client indemnifies Easydus for all claims of third parties against Easydus due to a non-attributable breach of the Data Protection Act and / or other laws concerning the processing of personal data received from client.
- Client indemnifies Easydus also for all claims of third parties, including government agencies, which might be brought against Easydus for violation of legislation on the statutory retention periods.
- Easydus is entitled at any time to use personal data, received by client, and other information to warn potential victims from (alleged) fraudulent practices.
- Easydus reserves the right, in the context of its provided web services, to remove the information placed on the web by client, or refuse client access to his account and / or to block access to the information, including but not limited to the in the context of web services by Easydus granted by or on behalf of the client formatted form, without prior notice and without explanation, if:
- fraudulent use, in the broadest sense of the word is found;
- (trial) subscription has expired and the client enters no new subscription prior to the expiration;
- by or on behalf of the client given email address does not exist or does not belong to the person who created the account.
- The agreed prices are in Euro and exclusive of VAT and other government levies.
- If client performs regular payments, Easydus is entitled to adjust the applicable prices and rates. Easydus must inform client in writing with a minimum period of three months before the adjustment is made. If the Client does not wish to agree to such adjustment, the Client shall, within thirty days after the notice from the part of Easydus, terminate the agreement before the date on which the adjustment would take effect.
Dissolution under this article does not give client any right to compensation for any damage. In case of termination as provided in the preceding sentence, Easydus claims damages if the contract has already been partially implemented.
- On a composite offer Easydus is not obliged to supply any part of the overall performance against the amount mentioned in the offer for this part or at a proportionate part of the total price, if not the entire offer is accepted and carried out.
- In the event that the Invoice sent by Easydus to client is a confirmation as provided in Article 3.1, client has no opportunity to protest against the order confirmation and the published charge.
- Complaints relating to the sent invoices will only be considered if they are submitted to Easydus within fourteen days after the invoice date. If this deadline is not respected, the client is bound to the invoice amount. Easydus is not held to deal with a complaint about an invoice, as long as client does not fulfill all obligations towards Easydus. Complaints about the invoice do not relieve Client from payment. If a complaint is justified, Easydus will forthwith make adjustments on the invoice amount.
- Unless otherwise expressly agreed in writing, payment of an invoice has to occur within fifteen days after the invoice dates. Client is not entitled to offset or suspend a payment.
- If the Client fails to pay the amounts due, the Client is, without any notice, warning or notice is required, in default and contractual interest is payable regarding the outstanding amount.
Easydus is entitled to create invoices in respect of performance already completed, even if a task or sub-task is not yet complete. If invoices are not fulfilled within the payment deadline, Easydus has the right to suspend implementation of further work and / or provision of additional services, until the full amount due has been received.
- The full claim for payment is due immediately if the payment of the invoice has passed, if there is seizure placed on matter or assets of the client, if client is declared bankrupt, or requests suspension of payment, client is acquired, dissolved or liquidated, client (natural person) is placed under guardianship, does an appeal to the Legal debt repayment, or dies, if the company of client closes down or threatens to halt or its creditors approaches on a debt rescheduling or installment plan, or if Easydus can reasonably assume that the above situations will occur on short term.
- If payment has not timely taken place by client, Easydus is entitled to default interest of 2% per month on the outstanding invoice amount, whereby part of a month is considered as a whole month. Easydus is entitled to give its claim considering an unpaid bill immediately to a third party for collection. All actual extrajudicial and judicial costs, including the costs charged by external experts, will be borne by client. The extrajudicial costs are set at least 15% of the amount due, with a minimum of € 125.00. It is the sole discretion of Easydus to decide if the amounts above the amounts invoiced will actually be collected.
If not Easydus, but client starts a legal proceeding and is unsuccessful by the competent court, all court costs made by Easydus are to be reimbursed by the client.
- Payment of client extends primarily to payment of the interest and extrajudicial costs and is then deducted from the oldest outstanding invoice at Easydus.
- Easydus may decide to allow client to pay online through third parties when buying web services. If client chooses this option, client has an agreement with the relevant third and Easydus is not liable for errors in the processing of online payments.
- The ownership of the delivered goods will be transferred to client after it has fulfilled all its obligations to Easydus, seeking payment of agreed quid/the purchase price for goods delivered or to be delivered, seeking payment of the agreed benefits for activities to be performed by Easydus and seeking payment of claims for failure to fulfill agreements referred to in section 3:92 subsection 2.
As long as client has matters in its possession on which Easydus can exert the retention, client is taken into account to issue the goods to Easydus, without judicial intervention being required.
Client is also obliged to store the relevant goods separately and to authenticate the goods as coming from Easydus. The matters falling under the retention of Easydus may never be pledged or otherwise transferred to third parties as security, lease and/or included in rental sales and it could not in any way be sold or disposed of, or moved to another location than agreed. The cost of exercising the retention is on the expense and risk of the Client.
Client is obliged to ensure that the goods that fall under retention of Easydus are insured against hazards for which insurance is common (fire, theft, water and storm damage here emphatically included) or is considered desirable by Easydus. Client shall provide access for Easydus on first request to the documents relating to the aforementioned insurance.
- Rights, including, but not limited to, the use of Web services offered by Easydus are, where applicable, always granted or transferred to the client and always under the condition that the client pays the agreed fees on time and in full.
- Easydus can, as a part of the Agreement, keep objects, products, proprietary rights, data, documents, databases and (interim) results of the services Easydus in custody, despite an existing obligation to issue, until the Client has paid all amounts owed to Easydus.
- At first request of Easydus, client shall provide additional assurance to her in the form of joint and several liability, bond, or (reserved) (silent) pledge.
11. Intellectual property
- All rights of intellectual and industrial property developed under the contract or provided materials, software, databases, etc., are held exclusively by Easydus, her licensors or her suppliers. The exercise of these rights - disclosure, transmission, reproduction, dissemination of information including, all in the broadest sense - both during and after the implementation of the agreement are expressly and exclusively reserved to Easydus. Client acquires only the user rights of this, insofar as this results from the established agreement with Client and Easydus. Any other or further right of the Client regarding reproduction and/or disclosure is excluded.
- The right of use for client is non-exclusive and non-transferable. In case of bankruptcy of the client, the right to use the developed or materials made available to the client, software, data files, etc. will be legally void.
- If Easydus in derogation of article 11.1 is willing to commit itself to transfer an intellectual or industrial property; such an obligation may only be entered expressly in writing. If such a transfer is made, Easydus retains an in duration and unrestricted license to implement the materials, software, databases, etc. Easydus also reserves the right to undertake developments on behalf of themselves or others, which are similar to those undertaken for the client and on which the rights of intellectual and industrial property are established.
- Client shall not modify, remove or change any designation concerning the confidential nature or concerning rights of intellectual and industrial property of the materials, software, data files, etc.
- Easydus is allowed to take technical measures to protect the equipment, software, data files, etc. or with a view to agreed restrictions, in the duration of the license agreement. Client is not allowed to remove or evade such a technical measure.
- Client ensures that no rights of third parties are inconsistent with Easydus of materials, software, databases, etc. Client shall indemnify Easydus against any action based on the claim that such provision, use, adaptation, installation or incorporation of the information on, for example, a website, infringe any third party rights.
- Client must comply with both the oral and written instructions of Easydus when using the supplied. If Client does not comply with the instructions of Easydus when using the delivered, client indemnifies against claims of third parties, if the use of the goods violates any rights of industrial or intellectual property. Client is obliged, in case of a claim by a third, to inform Easydus within two days in writing in regard of such claim and to cooperate on request for the conduct of defense and / or settlement negotiations.
- Each of the parties, with express exclusion of third parties, is obliged to keep secret all that them is entrusted under the contract, as far as it must be clear to the receiving party from the nature of the case that the other party has a substantial interest in confidentiality or the other party has explicitly stated that the information should be regarded as confidential. This obligation of confidentiality shall not apply if a legal duty commands disclosure (part of) the information. The party receiving the confidential information shall only use it for the purpose for which this is provided.
13. Settling relations
- In all cases where the relationship between Easydus and client ends, pursuant to any provision of these terms and conditions or the underlying agreement, or through the courts, these conditions will keep control of the legal relationship between the parties.
14. Termination of the Agreement
- Client is entitled to cancel a contract before Easydus has begun with the performance of the contract, provided the fact that client shall reimburse Easydus for any resulting damage, with a minimum of 10% of the quoted price for the entire assignment. This damage is understood by losses suffered and lost profits by Easydus, and expenses incurred in preparations already made by Easydus.
- Once Easydus has started with an assignment (with multiple sub-tasks or aspects), cancellation by the client is no longer possible. In that case the client is obliged to complete agreed payment, even if full performance of the contract is no longer desired.
- Article 7:408, Paragraph 2, Dutch Civil Code shall not apply. Easydus is entitled at all times to terminate the agreement between the parties.
- In the event of a failure in the performance by the other party, each party is entitled to rescind the contract after the defaulting party has been set in default. In the notice, the shortcomings will be described in detail and a reasonable time, meant by a term of 14 days for purification of the shortcomings, will be set.
- Easydus is entitled to terminate the contract immediately, if client is declared bankrupt, or requests suspension of payment, client is acquired, dissolved or liquidated, client (natural person) is placed under guardianship, does an appeal to the Legal debt repayment, or dies, if the company of client closes down or threatens to halt or its creditors approaches on a debt rescheduling or installment plan, or if Easydus can reasonably assume that the above situations will occur on short term.
- Contracts of indefinite and fixed-term with the possibility of tacit renewal, can be terminated by each of the Parties in consultation and stating reasons per written notice, with a notice period of three months, unless the parties expressly agreed otherwise. Parties shall never be obliged to pay compensation in the event of termination.
- Amounts invoiced by Easydus before the dissolution or termination in connection with what Easydus has already properly performed or delivered for the implementation of the agreement, will remain payable and due immediately at the time of the cancellation or termination, unless the Client has convincingly shown that Easydus is in default and that the failure to pay the amounts referred is authorized by the failure of Easydus.
- The total liability of Easydus for culpable failure in the fulfillment of the contract is limited to compensation of direct damage and the maximum amount of the agreed price excluding VAT. If the agreement is a continuing agreement, the agreed price will the set at the total of the fees agreed for one year. If the agreement contains several sub-contracts, the price stipulated for the agreement on the total of the fees agreed for the activities, which the partial invoice shows. In no event shall the total compensation for direct damages exceed € 5.000,-.
- Direct damage is exclusively:
- reasonable expenses which the Client would have to incur to comply the performance of Easydus to the agreement, this alternative damage shall not be compensated if the agreement is terminated or dissolved by or at the request of client;
- reasonable expenses which the Client has incurred out of necessity to keep its old facilities because Easydus has not delivered on a delivery date, binding for Easydus, minus any savings resulting from the delay in delivery;
- reasonable expenses incurred to establish the cause and extent of the damage, if the determination relates to direct damage within the meaning of these terms;
- reasonable expenses incurred to prevent or limit the damage, insofar as the Client proves that such damage has led to the limitation of direct damage within the meaning of these terms.
- Liability of Easydus for indirect damages, consequential damages, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims of client, mutilation or loss of data, damage caused by viruses on the application, on the her or third party information carriers or via the Internet delivered or within retrieved data related to use by the clients of Easydus objects, materials or software of third parties, damage relating to engagement by client to Easydus prescribed suppliers and all other forms of damage referred to in Article 15.1, for whatever reason, is excluded.
- The liability of Easydus for attributable failure in the fulfillment of the Agreement shall arise in all cases only if client provides Easydus immediately and properly with written notice of default and a reasonable period for remedying the failure is given and Easydus after that period attributable continues to fail in the performance of its obligations. The notice must contain a complete and detailed description of the shortcoming, so Easydus will be able to respond adequately.
- Easydus’ liability for direct or indirect damage resulting from information disseminated through its website and / or through its web services or on third party websites to which the web services of Easydus are offered, or by servers leased or owned by Easydus are excluded.
Liability of Easydus for direct or indirect damage caused by third parties providing "personal" information and/or disclosure of confidential information shall be excluded, unless the making available is the result of intentional acts or omissions of executives of Easydus. Liability of employees of Easydus and third parties engaged by Easydus are at all times and under all circumstances excluded.
- Under penalty of loss of any right to compensation, the client is obliged to report as soon as possible after the occurrence of the damage in writing to Easydus. A claim for damages against Easydus will expire twelve months after the claim arises.
16. Other stipulations
- Dutch law exclusively governs agreements and any subsequent agreements with Easydus. The competent Dutch court in the district’s-Hertogenbosch will settle all disputes arising from aforementioned offers, advice, agreements and additional work.
- If one of the stipulations in the agreement or in these General Conditions, turns out to be void or voidable, the Agreement and these terms and conditions will remain valid and the parties shall enter into consultations to agree on a new stipulation for replacement, which stipulation shall be consistent as much as possible with the purpose and intent of the invalid stipulation.
- Language: In the event of discrepancies between the Dutch and this version of the Terms and Conditions, the Dutch version shall prevail.