Contact

jochem@jochemkoole.nl +31 (0)6 47 39 48 45

General terms & conditions

This page contains the general terms & conditions that apply to all services provided by JochemKoole.nl.

Article 1 – Definitions & Applicability

  1. In these General Terms and Conditions JochemKoole.nl is referred to as the Service Provider.
  2. The counterparty of the Service Provider is referred to in these General Terms and Conditions as the Client.
  3. The Service Provider and the Client are hereinafter jointly referred to as the Parties.
  4. Agreement means any agreement for the provision of services between the Parties.
  5. These Terms and Conditions apply to all agreements, quotations, offers, activities and deliveries of services or goods by or on behalf of the Service Provider.
  6. Deviations from these Terms and Conditions are only valid if expressly agreed in writing by the Parties.
  7. The Agreement always imposes obligations of best efforts on the Service Provider,
    not obligations to achieve a specific result.

Article 2 – Offers, Payment & Price Indexation

  1. Offers are valid for an acceptance period of 2 weeks, unless otherwise stated in the quotation. If the offer is not accepted within the stipulated period, the offer lapses.
  2. Delivery times stated in quotations are indicative and do not entitle the Client to termination or damages in case of delay, unless expressly agreed otherwise in writing by the Parties.
  3. Offers and quotations do not automatically apply to repeat orders. The Parties must expressly agree this in writing.
  4. The price stated in offers, quotations and invoices consists of the purchase price excluding VAT, any other government levies, and any travel, accommodation, shipping, and administrative costs, unless otherwise stated.
  5. Invoices must be paid within 14 days from the invoice date, unless the Parties have agreed otherwise or a different payment term is stated on the invoice.
  6. If the Client fails to pay on time, the Client is in default. If the Client remains in default, the Service Provider is entitled to suspend its obligations until the Client has fulfilled its payment obligation.
  7. If the Client remains in default, the Service Provider will proceed to debt collection. The costs related to such collection will be borne by the Client. When the Client is in default, the Client owes statutory (commercial) interest, extrajudicial collection costs and any other damages to the Service Provider. Collection costs are calculated in accordance with the Dutch “Decision on Compensation for Extrajudicial Collection Costs” (Besluit vergoeding voor buitengerechtelijke incassokosten).
  8. In the event of liquidation, bankruptcy, seizure or suspension of payments by the Client, all claims of the Service Provider against the Client become immediately due and payable.
  9. If the Client refuses to cooperate in the execution of the assignment by the Service Provider, the Client is still obliged to pay the agreed price to the Service Provider.
  10. Prices and hourly rates agreed at the time of entering into the agreement are based on the price level applied by the Service Provider at that time. The Service Provider is entitled to adjust the fees charged to the Client annually on 1 January.

Article 3 – Agreement

  1. The Service Provider shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. The Service Provider is entitled to have work performed by third parties.
  3. Execution shall take place in mutual consultation and after written approval and payment of any agreed advance payment.
  4. It is the Client’s responsibility to ensure that the Service Provider can commence the assignment in a timely manner.
  5. The Agreement between the Client and the Service Provider is entered into for the period specified in the quotation.

Article 4 – Provision of Information & Confidentiality

  1. The Client shall make available to the Service Provider all information relevant to the performance of the assignment.
  2. The Client is obliged to provide all data and documents which the Service Provider deems necessary for the correct performance of the assignment, in a timely manner and in the desired form and manner.
  3. The Client warrants the accuracy, completeness and reliability of the data and documents made available to the Service Provider, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
  4. The Client indemnifies the Service Provider against any damage of any kind resulting from failure to comply with the provisions of paragraph 1 of this article.
  5. If and insofar as the Client so requests, the Service Provider shall return the relevant documents.
  6. If the Client does not, not timely, or not properly provide the required data and documents and the execution of the assignment is delayed as a result, any additional costs and fees resulting therefrom shall be borne by the Client.
  7. Each of the Parties shall keep confidential any information (in whatever form) received from the other Party, as well as any other information concerning the other Party which it knows or may reasonably suspect to be secret or confidential, or which it can reasonably expect that dissemination thereof could cause harm to the other Party, and shall take all necessary measures to ensure that its personnel also keeps such information confidential.
  8. The confidentiality obligation mentioned above does not apply to information:
    1. which was already public at the time it was received or has become public thereafter without breach by the receiving Party of any confidentiality obligation;
    2. which the receiving Party can prove was already in its possession at the time of disclosure by the other Party;which was received by the receiving Party from a third party who was entitled to provide such information to the receiving Party;
    3. which is disclosed by the receiving Party pursuant to a legal obligation.
    4. The confidentiality obligation described in this article applies for the duration of the Agreement and for a period of three years after its termination.

Article 5 – Intellectual Property

  1. Unless otherwise agreed in writing by the Parties, the Service Provider retains all absolute intellectual property rights (including copyrights, patent rights, trademark rights, design and model rights, etc.) in respect of all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, etc.
  2. The said absolute intellectual property rights may not be copied, shown to third parties, made available to third parties or otherwise used without the written permission of the Service Provider.

Article 6 – Amendment & Withdrawal

  1. If during the execution of the Agreement it appears that it is necessary for proper performance of the assignment to amend or supplement the work to be performed, the Parties shall timely and by mutual agreement adjust the Agreement accordingly.
  2. If the Parties agree that the Agreement is to be amended or supplemented, the time of completion of the performance may be affected. The Service Provider shall inform the Client thereof as soon as possible.
  3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Service Provider shall inform the Client thereof in writing in advance.
  4. If the Parties have agreed upon a fixed fee, the Service Provider shall indicate to what extent the amendment or supplement to the Agreement will result in an exceeding of this fee.
  5. Contrary to the provisions of paragraph 3 of this article, the Service Provider may not charge additional costs if the amendment or supplement is the result of circumstances attributable to it.
  6. The Client is free to terminate the assignment to the Service Provider at any time. In accordance with the agreed notice period.
  7. When the Client withdraws the assignment, the Client is obliged to pay the due fee and any costs incurred by the Service Provider.
  8. In such case, the Service Provider shall issue a final invoice within 14 days.

Article 7 – Set-off, Suspension & Transfer

  1. The Client waives its right to set off any debt to the Service Provider against a claim on the Service Provider.
  2. The Client waives the right to suspend the fulfilment of any obligation arising from this Agreement.
  3. Rights of a Party under this Agreement may not be transferred without the prior written consent of the other Party. This provision has proprietary effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 8 – Liability & Indemnification

  1. The Service Provider is not liable for damage arising from this Agreement, unless the Service Provider has caused the damage intentionally or through gross negligence.
  2. In the event that the Service Provider is liable for damages to the Client, such damages shall not exceed the fee invoiced.
  3. The limitation of liability also applies if the Service Provider is held liable for damage arising directly or indirectly from the improper functioning of equipment, software, data files, registers or other items used by the Service Provider in the execution of the assignment.
  4. Liability of the Service Provider for damage resulting from intent or deliberate recklessness by the Service Provider is not excluded.
  5. The Client indemnifies the Service Provider against any claims by third parties who, in connection with the execution of the Agreement, suffer damage for which the cause is attributable to a party other than the Service Provider.
  6. If the Service Provider is held liable by third parties on such grounds, the Client shall assist the Service Provider both out of court and in legal proceedings and shall immediately do everything that may be expected of it in such case.

Article 9 – Duty to Complain

  1. The Client is obliged to report complaints regarding the work performed immediately to the Service Provider. The complaint shall contain a description of the shortcoming that is as detailed as possible, so that the Service Provider is able to respond adequately.
  2. If a complaint is justified, the Service Provider is only obliged to perform the work as agreed by the Parties.

Article 10 – Force Majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the Service Provider to fulfil any obligation towards the Client cannot be attributed to the Service Provider in the event of a circumstance independent of the will of the Service Provider, as a result of which the fulfilment of its obligations towards the Client is wholly or partly prevented, or as a result of which the fulfilment of its obligations cannot reasonably be required of the Service Provider. Such circumstances include, among others, failures by suppliers or other third parties, power outages, computer viruses, strikes and work stoppages.
  2. If a situation as referred to above occurs as a result of which the Service Provider cannot fulfil its obligations towards the Client, those obligations shall be suspended for as long as the Service Provider is unable to fulfil them. If the situation referred to in the preceding sentence has lasted 30 calendar days, the Parties have the right to terminate the Agreement in writing in whole or in part.
  3. In the event referred to in paragraph 2 of this article, the Service Provider is not obliged to compensate any damages, even if the Service Provider derives any benefit from the force majeure situation.

Article 11 – Applicable Law & Dispute Resolution

  1. Agreements between the Service Provider and the Client are governed exclusively by Dutch law. The Dutch courts shall have jurisdiction.
  2. All disputes arising from this Agreement shall be submitted exclusively to the competent court.