HandiHow uses the following general terms and conditions.
Article 1: Definitions
a. Client is understood to mean the party that has issued the assignment for the work.
b. Contractor is understood to mean: HandiHow.
c. Under assignment is understood the request from the client to the contractor to perform work against payment.
d. Work is understood to mean everything that the contractor makes and / or undertakes or has made and / or has undertaken for the benefit of the contractor within the framework of the assignment given to the contractor.
Article 2: Applicability
a. These general terms and conditions apply to all offers from and orders to HandiHow as well as to all other agreements to which HandiHow is a party.
b. It is not possible to deviate from these general terms and conditions unless the parties explicitly agree otherwise in writing.
c. The applicability of these general terms and conditions excludes the applicability of other general terms and conditions.
Article 3: Offers
a. All quotations provided by HandiHow are without obligation. This also applies to general offers from HandiHow that are contained in brochures, mailings and the like.
b. Unless stated otherwise, all quotations or offers referred to in the first paragraph of this article are exclusive of additional costs, including, for example, travel, transport, shipping and courier costs.
Article 4: Assignments and changes
a. An assignment is accepted by the contractor by:
- either to confirm the acceptance in writing to the client to the client;
- either to start with the execution of the work.
b. The client and the contractor are bound by the contract and the conditions attached to it from the acceptance of the assignment by the contractor.
c. Changes to an accepted order can only be made with the prior written approval of both parties.
d. Any additional costs as a result of a change in an assignment will be borne by the client. The contractor will inform the client as soon as possible about any additional costs.
e. Changes to the assignment mean that the originally agreed delivery times may lapse.
f. Assignments are carried out in confidence and the intellectual property of the client is carefully handled
Article 5: Execution of the activities
a. In the event of force majeure or delay which is at the expense or risk of the client, the agreed time provisions will lapse.
b. The Client will always (whether or not at the request of HandiHow) timely provide all cooperation, data and information necessary for the performance of the agreed work.
c. HandiHow is not liable for possible damage as a result of the client's failure to comply with the provisions of the previous paragraph of this article.
d. Illness and temporary or permanent incapacity for work of the main developer of HandiHow releases HandiHow from complying with the agreed delivery period or from its delivery obligation, without the client being able to assert any right to compensation for costs and damage.
e. In case of force majeure - as stated in article 5d - HandiHow will immediately inform the client thereof. After receipt of this notification, the client has the right to cancel a development project in writing for two weeks, subject to the obligation to purchase and reimburse HandiHow for the part of a development project that has been carried out.
Article 6: Engagement of third parties
If, in the opinion of the contractor, this is reasonably necessary for the proper fulfillment of the assignment, or if this arises from the nature of the assignment, the contractor is entitled to engage third parties on behalf of and at the expense of the client and / or to carry out an assignment. provide delivery of goods and / or services.
Article 7: Prices
Unless otherwise agreed, all prices of HandiHow, stated in agreements, brochures, mailings, quotations, invoices and the like, are exclusive of VAT and in euros.
Article 8: Advisory activities
a. HandiHow performs consultancy activities to the best of its ability and insight.
b. HandiHow is not liable for damage resulting from its advice or for damage resulting from following its advice.
Article 9: Use of customer names
Unless otherwise agreed in writing, HandiHow may mention the names of clients, projects and completed works in brochures, mailings and other advertisements for HandiHow.
Article 10: Copyright
a. By ordering the publication or reproduction of products and / or services protected by the Copyright Act or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the client, the client declares that no infringement is made on legal regulations and / or rights of third parties. The Client indemnifies the Contractor against all claims from third parties on that basis, including those for direct and indirect damage.
b. Insofar as rights of intellectual property of third parties are at stake, the contractor will consult with these third parties at the request of the client to see whether a full transfer of intellectual property is possible. The Contractor is entitled to charge costs to the Client for such consultations.
c. If, due to the use of products or services supplied by the contractor, the client is confronted with a claim from a third party on the basis of an intellectual property right, the client is obliged to inform the contractor in writing immediately and in any case within 48 hours, failing which the contractor will no longer be obliged can indemnify the client against claims from those third parties. The client is obliged to provide the contractor with all relevant information and to provide cooperation that is necessary for the contractor to put up a defense against third parties.
d. Intellectual property of all written software remains with HandiHow until any Deed of Transfer of Intellectual Property is signed by the contractor and client at the end of a development process.
Article 11: Payment conditions
a. Payment of the invoices of HandiHow must take place without any deduction or set-off no later than 14 days after the invoice date. If payment is not made within that period, the client is in default without any notice of default being required.
b. Payments must be made within the payment term stated on the invoice. If the payment is not received before the due date, the activities will be stopped. If after the expiry of the payment term of a reminder invoice still no (full) payment has been received, the customer is in default and an interest is due equal to the statutory interest, increased by 5%.
c. Extrajudicial and judicial costs are for the account of the client. These costs amount to at least 15% of the outstanding invoice amount, excluding the interest owed or, if higher, the actual costs incurred.
d. Services and products delivered by HandiHow remain the property of HandiHow until all amounts owed by the client have been paid.
e. If a quotation is approved, a down payment of 50% of the total price of the quotation applies, to be paid within the payment term stated on the invoice, unless a different payment schedule is proposed in the quotation.
f. The stated total amount of the quotation is indicative. The amount of the final budget will depend on the services desired by the client and the complexity of the project. Should it become apparent during the term of the project that the aforementioned total price of the quotation should be different, this will be invoiced to the client.
g. Work on the basis of an hourly rate is billed at least once a month.
Article 12: Suspension
a. If the client is in default by virtue of any provision of these general terms and conditions, HandiHow is entitled to suspend its activities or to dissolve the agreement.
b. In the event of suspension of the work, HandiHow is entitled, before resuming the work, to demand a bank guarantee or prepayment to insure the agreed fee.
Article 13: Complaint
a. Complaints about activities of HandiHow must be made within 7 days after completion of those activities. Complaints must be submitted to HandiHow by registered letter.
b. If complaints are not received within the specified period, HandiHow is deemed to have fulfilled all its obligations under the assignment or the agreement and HandiHow is no longer obliged to handle complaints.
c. If a complaint is recognized by HandiHow, HandiHow will, at its option, repair the shortcoming or compensate the damage with due observance of these general terms and conditions.
d. A complaint does not entitle the client to suspend payment obligations towards HandiHow or to set them off against other invoices.
Article 14: Liability
a. Any liability for compensation for damage to the client is limited to a maximum of the amount of the compensation agreed for the assignment or an amount equal to the compensation received by HandiHow from the client under the Agreement in the twelve months prior to the damage-causing event.
b. HandiHow's liability is limited to direct damage, unless there is intent or gross negligence. HandiHow is not liable for indirect damage, consequential damage, lost profit or other damage.
c. HandiHow is not liable for its own shortcomings or shortcomings of third parties, insofar as those shortcomings are due to circumstances that are at the expense or risk of the client and / or third parties.
d. HandiHow is indemnified by the client against all claims from third parties, of whatever nature and for whatever reason.
e. Despite careful testing, HandiHow is not liable for the non-functioning or incorrect functioning of services provided if the client can determine the correctness and functioning of the service provided.
Article 15: Cancellation
If the client cancels an assignment in whole or in part before or during the commencement of the agreed work, the client is obliged, at HandiHow's discretion, to compensate:
- or all costs already incurred with a view to the execution of the assignment
- or the agreed fee
Article 16: Changes and dissolution
a. Changes to the agreement can only be agreed in writing, signed by both parties.
b. Each of the parties is entitled to dissolve the agreement in whole or in part in accordance with the provisions of Book 6 of the Dutch Civil Code.
c. Dissolution does not affect the right to compensation against the breached party.
Article 17: Exigibility
a. HandiHow's claims on the client are immediately due and payable if circumstances come to its knowledge that give it good reason to fear that the client will not fulfill his obligations, such as in the event of a moratorium, bankruptcy, seizure or liquidation of the client.
b. In the aforementioned cases, HandiHow is authorized to suspend the further execution of current orders or to dissolve current agreements, all this without prejudice to the right to compensation.
Article 18: Force majeure
If, as a result of force majeure, compliance with the agreement can no longer reasonably be demanded or not in full from HandiHow, HandiHow is entitled to dissolve the agreement in whole or in part and / or to suspend the implementation thereof, without any obligation to pay compensation. to the client.
Article 19: Privacy
HandiHow processes personal data within the meaning of the General Data Protection Regulation (GDPR) during or in connection with the performance of its Services. The Client is regarded as the controller of the processing of the Personal Data and HandiHow as the processor. The terms and conditions of this processing of personal data by HandiHow on behalf of the client are set out in the Data Processing Appendix of these General Terms and Conditions.
Article 20: Applicable law / competent court
a. All quotations, orders and agreements to which these terms and conditions apply, are governed by Dutch law.
b. In the event of disputes, the competent court in the district of The Hague is exclusively entitled to take cognizance thereof.
Drawn up in Capelle aan den IJssel on April 24, 2019