GTC

How it works, explained in a understandable way

Definitions

1. IT Solutions Braunschweig: established in Woerden under Fiscal number 78219426.
2. Customer: the person with whom IT Solutions Braunschweig has entered into an agreement.
3. Parties: IT Solutions Braunschweig and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

1. These terms and conditions apply to all offers, quotations, work, orders, agreements and deliveries of services or products by or on behalf of IT Solutions Braunschweig.
2. Parties can only deviate from these terms and conditions if they have explicitly agreed this in writing.
3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.

Prices

1. All prices used by IT Solutions Braunschweig are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices used by IT Solutions Braunschweig for its products or services, on its website or otherwise made known, IT Solutions Braunschweig may change at any time.
3. The price relating to a service is determined by IT Solutions Braunschweig on the basis of the hours actually spent or costs incurred.
4. The price will be calculated in accordance with IT Solutions Braunschweig’s usual hourly rates, valid for the period in which IT Solutions Braunschweig performs the work, unless a different hourly rate has been agreed.
5. If parties have agreed on a total price for a service provided by IT Solutions Braunschweig, this will always be a guide price, unless parties have explicitly agreed in writing on a fixed price from which it is not possible to deviate.
6. IT Solutions Braunschweig is entitled to deviate up to 25% from the guide price.
7. If the target price will be more than 25% higher, IT Solutions Braunschweig must inform the client in good time why a higher price is justified.
8. If the target price is more than 25% higher, the client has the right to cancel the part of the order that exceeds the target price plus 25%.
9. IT Solutions Braunschweig has the right to adjust the prices on a monthly basis.
10. Prior to its commencement, IT Solutions Braunschweig will communicate price adjustments to the customer.
11. The consumer has the right to terminate the contract with IT Solutions Braunschweig if he does not agree to the price increase.

Consequences of not paying on time

1. If the client does not pay within the agreed term, IT Solutions Braunschweig is entitled to charge interest of 1% per month from the day the client is in default, whereby part of a month will be counted as a whole month.
2. If the client is in default, he will also owe IT Solutions Braunschweig extrajudicial collection costs and possible damages.
3. The collection costs are calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the client fails to pay on time, IT Solutions Braunschweig may suspend its obligations until the client has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the client, IT Solutions Braunschweig’s claims against the client are immediately due and payable.
6. If the customer refuses to cooperate in the execution of the agreement by IT Solutions Braunschweig, he is still obliged to pay the agreed price to IT Solutions Braunschweig.

Right of suspension

1. Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Settlement

1. Unless the customer is a consumer, the customer waives his right to set off a debt to IT Solutions Braunschweig against a claim against IT Solutions Braunschweig.

Insurance

1. The customer undertakes to adequately insure the following items and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
– goods delivered which are necessary for the execution of the underlying agreement
– matters of IT Solutions Braunschweig present at the customer’s premises
– goods delivered under retention of title
2. At the first request of IT Solutions Braunschweig, the client provides the policy of these insurances for inspection.

Warranty

1. For IT Solutions Braunschweig, when parties have entered into an agreement of a service nature, it only contains best efforts obligations, not result obligations.

Execution of the agreement

1. IT Solutions Braunschweig will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
2. IT Solutions Braunschweig has the right to have the agreed services (partly) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the customer’s responsibility that IT Solutions Braunschweig can start the execution of the agreement on time.
5. If the client has not ensured that IT Solutions Braunschweig can start the execution of the contract on time, the resulting extra costs and/or extra hours will be charged to the client.

Provision of information by the customer

1. The customer shall make all information, data and documents relevant for the correct execution of the agreement available to IT Solutions Braunschweig in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and in so far as requested by the client, IT Solutions Braunschweig will return the documents in question.
4. If the client does not make the information, data or documents reasonably required by IT Solutions Braunschweig available, or does not do so on time or properly, and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be at the expense of the client.

Duration of the agreement

1. The agreement between IT Solutions Braunschweig and the client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If a contract has been entered into for a definite period of time, it will be tacitly converted into a contract for an indefinite period of time at the end of the term, unless one of the parties terminates the contract with due observance of a notice period of 2 months, or if a consumer terminates the contract with due observance of a notice period of 1 month, then the contract ends by operation of law.
3. If the parties have agreed on a period within the term of the agreement for the completion of certain work, this is never a deadline. If this term is exceeded, the customer must give IT Solutions Braunschweig written notice of default.

Termination of contract for an indefinite period of time

1. The customer may terminate an agreement entered into for an indefinite period of time at any time subject to a notice period of 2 months.
2. A consumer has the right to terminate a contract for an indefinite period of time subject to a notice period of 1 month.

Intellectual property

1. IT Solutions Braunschweig retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, program code, etc., unless parties have agreed otherwise in writing.
2. The client may not (have) the said intellectual property rights copied, shown and/or made available to third parties or used in any other way without the prior written consent of IT Solutions Braunschweig.

Confidentiality

1. The customer keeps any information he receives (in whatever form) from IT Solutions Braunschweig secret.
2. The same applies to all other information concerning IT Solutions Braunschweig of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its distribution could harm IT Solutions Braunschweig.
3. The customer will take all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.
4. The confidentiality obligation described in this article does not apply to information:
– that was already in the public domain before the customer learnt of this information or that subsequently became public without this being the result of a breach of the customer’s duty of confidentiality
– disclosed by the customer on the basis of a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the expiry of the agreement.

Penalty clause

1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, it shall forfeit an immediately payable penalty for each violation in favour of trade name.
– If the other party is a consumer, this fine shall amount to € 1,000.
– if the other party is a legal person, this fine amounts to € 5,000
2. In addition, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that the infringement continues.
3. Forfeiture of this penalty shall not require prior notice of default or legal proceedings. There is also no need for any form of damage.
4. Forfeiture of the fine referred to in the first paragraph of this article does not affect IT Solutions Braunschweig’s other rights, including its right to claim damages in addition to the fine.

Indemnification

1. The customer indemnifies IT Solutions Braunschweig against all claims of third parties relating to the products and/or services provided by IT Solutions Braunschweig.

Complaints

1. The customer should examine a product or service provided by IT Solutions Braunschweig for any shortcomings as soon as possible.
2. If a product delivered or service provided does not meet what the client could reasonably expect from the contract, the client should inform IT Solutions Braunschweig as soon as possible, but in any case within 1 month after discovery of the shortcomings.
3. Consumers should inform IT Solutions Braunschweig within 2 months after observation of the shortcomings at the latest.
4. In doing so, the customer will provide as detailed a description as possible of the shortcoming, so that IT Solutions Braunschweig is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint concerns work in progress, this can in any case not result in IT Solutions Braunschweig being obliged to perform work other than that agreed upon.

Notice of default

1. The customer must notify IT Solutions Braunschweig in writing of any notice of default.
2. It is the customer’s responsibility that a notice of default actually (timely) reaches IT Solutions Braunschweig.

Joint and several liability of the customer

1. If IT Solutions Braunschweig enters into an agreement with several customers, each of them will be jointly and severally liable for the full amounts they owe to IT Solutions Braunschweig on the basis of that agreement.

Liability IT Solutions Braunschweig

1. IT Solutions Braunschweig is only liable for any damage suffered by the customer if and to the extent that such damage was caused by intent or deliberate recklessness.
2. If IT Solutions Braunschweig is liable for any damage, it is only liable for direct damage resulting from or related to the execution of a contract.
3. IT Solutions Braunschweig is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If IT Solutions Braunschweig is liable, this liability is limited to the amount paid out by a (professional) liability insurance taken out and in the absence of (full) payment by an insurance company of the amount of the damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry date

1. Any right of the customer to compensation from IT Solutions Braunschweig expires in any case 12 months after the event from which the liability directly or indirectly arises.

Right of dissolution

1. The client has the right to dissolve the agreement if IT Solutions Braunschweig fails imputably in the fulfilment of its obligations, unless this failure, given its special nature or minor importance, does not justify the dissolution.
2. If compliance by IT Solutions Braunschweig with its obligations is not permanently or temporarily impossible, the agreement can only be dissolved after IT Solutions Braunschweig is in default.
3. IT Solutions Braunschweig has the right to dissolve the agreement with the client, if the client does not fulfil his obligations under the agreement fully or on time, or if IT Solutions Braunschweig has become aware of circumstances that give him good reason to fear that the client will not be able to fulfil his obligations properly.

Force majeure

1. In addition to articles laid down by law, a shortcoming of IT Solutions Braunschweig in the fulfilment of any obligation towards the customer cannot be attributed to IT Solutions Braunschweig in a situation independent of the will of IT Solutions Braunschweig, as a result of which the fulfilment of his obligations towards the customer is wholly or partly prevented, or as a result of which the fulfilment of his obligations cannot reasonably be required of IT Solutions Braunschweig.
2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to – an emergency situation (such as civil war, uprising, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecoms failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which IT Solutions Braunschweig is unable to fulfil 1 or more obligations to the customer, those obligations will be suspended until IT Solutions Braunschweig can fulfil them again.
4. From the moment a situation of force majeure has lasted for at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
5. IT Solutions Braunschweig does not owe any compensation or damages in a situation of force majeure, not even if it enjoys any advantage as a result of the force majeure situation.

Modification of the agreement

1. If, after the conclusion of the contract for its performance, it appears necessary to amend or supplement its content, the parties shall, in good time and by mutual agreement, amend the contract accordingly.

Amendment of general terms and conditions

1. IT Solutions Braunschweig is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance may be made at any time.
3. IT Solutions Braunschweig will discuss major changes of content with the client in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

1. Client rights from an agreement between the parties cannot be transferred to third parties without the prior written consent of IT Solutions Braunschweig.

Consequences nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this shall not affect the other provisions of these terms and conditions.
2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what IT Solutions Braunschweig had in mind when drawing up the terms and conditions on that point.

Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by Dutch law.