Article 1 - Definitions

  1. IRM360 B.V., established in Nijmegen, the Netherlands, with Chamber of Commerce number 37953273, is referred to in these general terms and conditions as service provider.
  2. The other party to the contract with the service provider is referred to in these general terms and conditions as the customer.
  3. Parties are the service providers and clients together.
  4. The agreement refers to the service agreement between the parties.

Article 2 - Applicability of the terms and conditions

  1. These terms and conditions shall apply to all offers, quotations, work, agreements, and deliveries of services or goods by or on behalf of the service provider.
  2. Deviation from these terms and conditions shall only be possible if expressly agreed in writing by the parties.
  3. The agreement always contains obligations to perform to the best of one's ability, not obligations to achieve a certain result.

Article 3 - Payment

  1. Invoices must be paid within 14 days of the invoice date unless the parties have made other agreements in writing or another term of payment is stated on the invoice.
  2. Payments shall be made without any appeal to suspension or settlement by transferring the amount owing to the bank account number stated by the service provider.
  3. If the principal does not pay within the agreed period, he shall be in default by operation of law, without any reminder being required. From that moment onwards the service provider shall have the right to suspend their obligations until the principal has met his payment obligations. If the principal remains in default, the service provider shall proceed to collect. The costs of such recovery shall be for the principal's account. When a client is in default, he owes the service provider besides the principal sum also legal (commercial) interest, extrajudicial collection costs, and other damages. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs. 
  4. In case of liquidation, bankruptcy, seizure or suspension of payment of the principal, the claims of the service provider against the principal shall be immediately due and payable.
  5. If the principal refuses to cooperate in the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 - Offers and quotations

  1. The service provider's offers shall be valid for no more than 1 month unless another period of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer shall lapse.
  2. Delivery times in offers are indicative and if exceeded shall not entitle the principal to dissolution or damages, unless parties have explicitly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.

Article 5 - Prices

  1. The prices mentioned in offers, quotations, and invoices of the service provider are exclusive of VAT and any other government levies unless explicitly stated otherwise.
  2. The prices of goods shall be based on the cost prices known at the time. Increases thereof, which the service provider could not foresee at the time of the offer or conclusion of the agreement, may give rise to price increases.
  3. With regard to the provision of services, the parties may agree to a fixed price when concluding the agreement. If no fixed price has been agreed, the rate for the provision of services may be determined on the basis of hours actually worked. The rate shall be calculated in accordance with the service provider's usual hourly rates, valid for the period in which he does the work unless a different hourly rate has been agreed.
  4. If no rate based on hours actually worked has been agreed upon, a target price for the services shall be agreed upon, whereby the service provider is entitled to deviate from it up to 10%. If the guide price is going to be more than 10% higher, the service provider shall inform the client in time why a higher price is justified. In that case, the principal shall have the right to cancel a part of the order that exceeds the recommended price increased by 10%.

Article 6 - Price indexation

  1. The prices and hourly wages agreed upon at the conclusion of the agreement are based on the price level prevailing at the time. The service provider is entitled to adjust the fees to be charged to the client annually per 1 January.
  2. The client will be informed of adjusted prices, rates, and hourly wages as soon as possible.

Article 7 - Provision of information by the client

  1. The ordering customer shall make available to the service provider all information relevant to the execution of the order.
  2. The principal shall make available in time and in the desired form and manner all data and documents the service provider thinks it needs for the proper execution of the order.
  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 to the extent the nature of the order does not require otherwise. The client shall indemnify the service provider for any damage in whatever form, resulting from the non-fulfillment of the provisions of the first paragraph of this article.
  4. If and insofar as the principal so requests, the service provider shall return the documents concerned.
  5. If the ordering customer does not provide the information and documents required by the service provider or does not provide them on time or properly, and the execution of the order is delayed as a result, the resulting extra costs and extra fees will be charged to the ordering customer.

Article 8 - Withdrawal of the order

  1. The principal is free to terminate the order to the service provider at any desired moment.
  2. When canceling the order, the principal shall be obliged to pay the wages due and the expenses incurred by the service provider.

Article 9 - Execution of the 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 craftsmanship.
  2. The service provider shall have the right to have work done by third parties.
  3. The execution shall take place in mutual consultation and after written agreement and payment of the advance payment if agreed.
  4. It is the client's responsibility that the service provider can start the assignment in time.

Article 10 - Duration of the agreement

  1. The agreement between the principal and the service provider shall be entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.
  2. If parties have agreed on a term for the completion of certain activities within the term of the agreement, it is never a deadline. If this term is exceeded, the client must give the service provider written notice of default.

Article 11 - Amendments to the agreement

  1. If during the execution of the agreement it appears that for the proper execution of the order it is necessary to change or supplement the work to be done, parties shall timely and in mutual consultation adapt the agreement accordingly.
  2. If parties agree that the agreement is amended or supplemented, this may affect the time of completion of the execution. The service provider will inform the client of this as soon as possible.
  3. If the change or supplement to the agreement has financial and/or qualitative consequences, the service provider will inform the client in writing as soon as possible.
  4. If parties have agreed to a fixed fee, the service provider shall indicate to what extent the change or supplement to the agreement will result in an increase of this fee.

Article 12: Force majeure

  1. The provisions of Section 6:75 of the Netherlands Civil Code apply to this Agreement.

Article 13 - Transfer of Rights

  1. The rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision is a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code. Consent for transfer shall not be postponed or delayed and shall not be withheld on unreasonable grounds.

Article 14 - Insurance

  1. Principal undertakes to adequately insure goods delivered which are necessary for the execution of the underlying agreement, as well as goods of service provider present at principal's premises and goods delivered under reservation of title, and to keep them adequately insured against among other things fire, explosion and water damage, and theft.
  2. Upon the first request, the Principal shall submit the policies of these insurances for inspection.

Article 15 - Liability and Damages

  1. The Party that imputably fails to comply with its obligation(s) shall, subject to the limitations in this article, be liable to the other party for compensation of the damage suffered or to be suffered by the other Party.

Article 16 - Duty to sue

  1. The principal is obliged to report complaints about the work done immediately by e-mail or in writing 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.

Article 17 - Intellectueel eigendom

  1. Unless the parties have agreed otherwise in writing, the service provider will retain all intellectual absolute rights (including copyright, patent right, trademark right, drawings, and models right, etc.) to all designs, drawings, writings, carriers with data or other information, offers, illustrations, sketches, models, etc.
  2. The said intellectual absolute rights may not be copied, shown, and/or made available to third parties or used in any other way without the written consent of the service provider.
  3. The client agrees to keep confidential the confidential information made available to him by the service provider. Confidential information is, in any case, understood to mean that which is covered by this article, as well as the company data. The principal undertakes to impose on his staff and/or third parties involved in the execution of this agreement a written obligation of confidentiality with the scope of this provision.

Article 18 - Confidentiality

  1. Each of the Parties shall keep confidential the information received from the other Party (in whatever form) and any other information concerning the other Party which it knows or may reasonably be expected to know is secret or confidential, or information the disclosure of which might be harmful to the other Party, and shall take all necessary steps to ensure that its staff also keeps the said information confidential.
  2. The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:

              1. Which was already in the public domain at the time of receipt by the recipient or subsequently became public without breach of any duty of confidentiality incumbent on the recipient;
              2. For which the receiving party can prove that it was already in possession at the time when it was provided by the other party;
              3. Received by the receiving party from a third party where that third party was entitled to provide that information to the receiving party;
              4. Which is made public by the receiving party pursuant to a legal obligation;
              5. The confidentiality obligation described in this Article shall apply for the duration of this Agreement and for a period of three years after its termination.

Article 19: Penalty for breach of confidentiality

  1. In the event of a violation of the previous article by one of the parties, the other party shall immediately and without judicial intervention owe a penalty of €10,000 (ten thousand euros) exclusive of VAT. This penalty shall not prevent the parties from claiming additional compensation(s) from the party in breach.

Article 20: Non-acquisition of staff

  1. Parties shall not employ employees of each other (or of companies engaged by the service provider for the execution of this agreement and who are or have been involved in the execution of the agreement). Parties shall not let them work for themselves directly or indirectly in any other way. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties may make other arrangements in good commercial negotiations. These agreements apply insofar as they have been laid down in writing.

Article 21: Dispute resolution

  1. These general terms and conditions are governed by Dutch law.
  2. The Dutch court is competent to take cognizance of all disputes arising from these general terms and conditions. All disputes arising from these general terms and conditions shall be submitted exclusively to the competent court of Gelderland.

(IRM360 B.V. 6-7-2021)