General terms and conditions Onder
- Parties
- Onder: Onder B.V., registered with the Chamber of Commerce Onder number 77062825, established in Zwolle at Hanzelaan 95 (8017 JE), user of these general terms and conditions.
- Further details of Onder:
Visiting address: Hanzelaan 95 (8017 JE) Zwolle
Website: https://Onder.nl
Email: hallo@Onder.nl
Phone number: 038-20220043
Btw-identificatienummer: NL860888228B01
- Client: the (potential) buyer of the services offered by Onder.
- Applicability
- Onder declares these general conditions applicable to any offer and, whether or not resulting therefrom, agreements entered into by the parties with each other. Insofar as their content has not been changed and/or no more specific conditions apply between the parties, these general conditions will also apply to future contractual relationships between the parties.
- Deviations from these terms and conditions shall only apply insofar as they have been expressly agreed by the parties in writing.
- General (purchase) conditions of the Client are expressly excluded from the agreement.
- Third parties engaged by Onder in the performance of the agreement may also rely on these general conditions.
- If one or more (part(s) of the provisions of these general terms and conditions are null and void or annulled, the other provisions of these general terms and conditions shall remain applicable. Parties will then consult to replace the void or nullified provisions by new agreements, which will reflect as much as possible the purpose and meaning of the void or nullified provisions.
- Offer and agreement
- Any offer, whether in the form of an offer or otherwise, is entirely and unconditionally free of obligation and revocable, unless otherwise stated in writing by Onder.
- The prices as stated on the website or in any other form of an offer are in Euros, exclusive of VAT and Onderhavig of levies, surcharges and other factors.
- All descriptions and specifications given by Onder of the services to be delivered are indicative only. A slight deviation from these in the delivered services shall not lead to a failure to fulfil the agreement on the part of Onder.
- Obvious clerical errors and abusive mistakes in the offer are not binding towards Onder.
- An offer does not automatically apply to subsequent orders, repeat orders or renewals.
- The agreement is concluded after both parties have Onder signed an offer in writing, after Onder has confirmed a written acceptance or after Onder, or a third party on its behalf, has commenced performance.
- Implementation by Onder
- Onder shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All services by Onder shall be performed on the basis of an obligation of best efforts, unless and to the extent that Onder has expressly, and sufficiently stipulated, a result in the written agreement.
- Onder shall endeavour to carry out the assignment within the specified/estimated deadline. This deadline is not fatal, which means that Onder must always first be given notice of default, whereby a long and reasonable deadline must be set, before any remedy can be taken.
- Onder is free to have the assignment and or delivery carried out by third parties. Section 7:404 of the Dutch Civil Code is expressly excluded in the agreement.
- Unless otherwise agreed, Onder does not undertake to manage the website, whereonder, but not limited to, updating the systems and making backups.
- Onder is entitled to refuse, suspend or remove publication of content for reasons of its own. This may be done by Onder more because of content, nature, scope or form, technical objections, refusal of advance payment or obvious conflict with Onder's own reasonable interests.
- By entering into the agreement, the Client authorises Onder to enter into agreements with third parties on behalf of the Client and/or to enter into obligations on behalf of the Client, whereonder expenses to Google, Bing and other media. The obligations entered into by Onder on behalf of the Client shall be for the Client's sole account.
- Commitments of Principal
- The Client shall give Onder the opportunity to carry out the assignment.
- The Client shall ensure that all information, which Onder indicates is necessary or which the Client should reasonably understand is necessary for the performance of the agreement, is provided to Onder in a timely manner. The Client shall bear the risk of correct and timely delivery of the content and/or other necessary information and its content, regardless of how the Client provides it. If the necessary information is not provided to Onder in time, Onder has the right to suspend the performance of the agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the usual rates.
- A 'fair use policy' applies to the software provided by Onder. The Client undertakes not to use the software provided to an unreasonable extent.
- The Client guarantees that digitally delivered material is safe and does not contain any viruses or content, which could in any way damage the computer systems, computer programmes of Onder and/or third parties.
- Prices, payment and suspension.
- The offer was made by mutual agreement. By entering into the agreement, the parties consider the prices to be reasonable and fair.
- If payment is by invoice, payment must be made within 14 days of receipt of the invoice by giro transfer.
- Obligations entered into by Onder on behalf of the Client shall be entirely for the Client's account.
- If the agreed payment term is exceeded, Onder is immediately entitled to charge the Client default interest of 1% of the principal sum per month as well as an amount for extrajudicial collection costs. The latter costs amount to 15% of the principal sum due with a minimum amount of EUR.125 excluding VAT.
- Zonder express and written consent of Onder, the Client is not allowed to set off, suspend or withhold payments or amounts thereon.
- Onder has the right to (temporarily) take delivered services out of service and/or restrict their use, for the duration that the Client is in default in the performance of any obligation under the agreement with Onder. Reinstatement or lifting of the suspension shall be effected if the Client has fulfilled its obligations within a deadline set by Onder and has paid the costs of reinstatement specified by Onder.
- Onder reserves the right to change prices annually, changes also apply in respect of existing agreements. If the price change involves an increase of more than 10%, the Client is entitled to terminate the agreement.
- Duration and (interim) termination of the agreement
- Section 7:408 of the Civil Code is expressly excluded in the agreement. Client cannot terminate the agreement prematurely.
- Continuous contracts, which end by expiry of time, cannot be terminated prematurely by the Customer and therefore only end by expiry of the agreed term, as indicated in the main contract. If nothing is specified therein, a term of one year shall apply. Continuous contracts are tacitly renewed each time for the same term. Termination of a long-term contract shall be effected in writing by the end of the term with due observance of a period of at least 25% of the agreed term, rounded off in whole months.
- Onder is entitled to terminate the agreement with the Client with immediate effect for the future by written notice zonder (further) prior notice of default if:
- The Client ceases or otherwise liquidates all or part of its business operations and/or substantially alters or transfers its business zonder prior written consent of Onder to a third party;
- the Client is granted a suspension of payments (provisional or otherwise) or the Client is declared bankrupt, the Client applies for a debt rescheduling arrangement or the Client Onder is placed in receivership or administration.
- A right belonging to the Client is seized.
- In the event of dissolution of the agreement, all payments owed by the Client to Onder shall be immediately due and payable in full.
- In case of dissolution of the agreement, Onder shall be entitled to invoice a proportionate part, in relation to the completed part of the order, of the agreed sum of money with a minimum of 50%.
- Warranty and liability
- The Client is obliged to check every delivery and performance, whether in stages or otherwise, for conformity with regard to quantity and quality as soon as possible, but within 48 hours. If the performance does not comply with the agreement and therefore there is a defect, the Client must inform Onder of this within 7 days after it has discovered or reasonably could have discovered this.
- Following the provision of information as referred to in the previous paragraph, Onder shall remedy the defect free of charge to a reasonable extent. If neither of the two remedies described above results in effectively remedying the defect, the Client shall be entitled to terminate the contract. The foregoing applies zonder that the Client is entitled to any compensation for damages by Onder.
- If the defect was caused by an error attributable to the Client, if the Client informed Onder of the defect too late, if the Client confirmed the completion of a phase, if the Client gave permission for the start of a subsequent phase or if the Client put the delivered goods into use, all rights to repair, replacement or possible termination as described in this article shall lapse. The burden of proof regarding the imputation of fault rests with the Customer.
- Onder is entitled to postpone the start of the services belonging to a phase until the Client has approved the results of the preceding phase in writing.
- The existence of a defect does not suspend the Customer's payment obligation.
- Any liability of Onder shall be limited to the amount to which the professional or business liability insurance taken out by Onder gives claim or, if an insurer does not pay out, to the amount of the fee received by Onder for the work - from which the damage arose - plus 15%. In the case of agreements with a duration of more than six months, the liability referred to here shall furthermore be limited to a maximum of the invoice amount for the last six months prior to the event causing the damage.
- Liability of Onder never includes consequential damage and, barring intent or gross negligence, neither to property damage, immaterial damage or loss of profit.
- The Client shall indemnify Onder for damage caused by acts or omissions of Onder based on the information, data and documents provided by the Client in a untimely manner or inaccurate or incomplete.
- In all cases, the period within which Onder can be sued for damages is limited to 12 months.
- Force majeure
- Onder force majeure means, in addition to what is understood in this respect in the law and jurisprudence, all external causes, foreseen or unforeseen, which Onder cannot influence. Hereonder include strikes, traffic disruptions, unforeseeable stagnation, disruptions in the supply of energy, transport problems, fire, loss or damage during transport and government measures.
- During force majeure, Onder's obligations shall be suspended. If performance is impossible for more than one month due to force majeure, or if there are other circumstances which make it disproportionately burdensome for Onder to fulfil its obligations, Onder shall be entitled to rescind the Agreement in full or in part by giving notice to the Client, and zonder judicial intervention, zonder that this will give rise to any obligation to pay compensation for damages on the part of Onder.
- If Onder has already partially fulfilled its obligations when force majeure sets in, it shall be entitled to invoice the part already delivered or carried out exonder or, in the case of advance payments, to credit part of them.
- Processing of personal data
- If the parties have not concluded a processing agreement, the provisions of this article shall apply.
- The Client is aware and agrees that Onder, onder its responsibility processes (personal) data, whereonder contact details and email address and the use of the website whereonder the activities on the website, whereonder the web pages visited, the time spent on different onder sections of the website, the IP address and internet usage of visitors to the website, of the Client and third parties
- Except to the extent necessary to fulfil its administrative obligations, Onder processes personal data exclusively onder responsibility of the Client. In respect of such personal data, Onder shall always be a 'processor' within the meaning of the General Data Protection Regulation.
- The Client guarantees that all requirements have been met for the lawful processing of the (personal) data entered or processed by the Client or third parties in the website or otherwise hosted or processed by Onder. The Client warrants to Onder that the data has not been obtained unlawfully and does not infringe third party rights.
- The Client shall indemnify Onder against any legal claim by third parties, on whatever grounds, in connection with the processing of personal data.
- Onder complies with its obligations under Article 32 of the General Data Protection Regulation by taking measures to protect personal data, given the nature and scope of the personal data processed. However, Onder does not guarantee that the measures taken onder adequate in all circumstances. The Client is authorised to check the measures taken by Onder by means of an audit, as referred to in Article 28 paragraph 3 onder h of the General Data Protection Regulation. Such an audit may be carried out by or on behalf of the Client at most once a year. Conducting (or having conducted) an audit is further only permitted if the results of previous audits and other documents provided by Onder cannot reasonably address the Client's concerns.
- Client may have obligations towards third parties under the legislation concerning the processing of personal data, such as the obligation to provide information, as well as to allow inspection, correction and deletion of personal data of data subjects. The responsibility for compliance with these obligations rests entirely and exclusively with the Client. Onder will cooperate as much as technically possible with the obligations to be fulfilled by the Client. The associated costs shall be recovered in full by Onder from the Client.
- Onder's liability for damages suffered by and penalties imposed on the Client as a result of the processing of personal data shall be governed by Article 8 of these General Terms and Conditions.
- Intellectual property
- Ownership of the material produced by or on behalf of Onder shall remain entirely with Onder, unless expressly agreed otherwise in writing, in which case additional compensation may be stipulated. In the event of proven infringement of Onder's intellectual property rights, Onder shall be entitled to charge a reasonable fee for this, to be determined by itself.
- Onder may use any developed and published or unpublished content for its own publicity purposes.
- The Client acquires a licence to use, edit or process the material produced by Onder in Client's websites other than those for which it was originally produced by Onder.
- Onder reserves the right to use the knowledge gained from the execution of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.
- Forum, choice of law and transfer of rights
- Onder is authorised to transfer its rights and obligations Onder this agreement to a third party. The Client is only authorised to transfer its rights and obligations to a third party with the written consent of Onder.
- This - and any other - agreement(s) concluded between the parties is exclusively governed by Dutch law.
- The court in the district in which Onder has its principal place of business shall have exclusive jurisdiction to hear disputes between the parties.
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