Terms and Conditions - Partner4, uw specialist in fullfilment services

This document is automatically translated. The original T and C in Dutch are leading.

Article 1. Applicability and definitions

These Partner4 General Terms and Conditions apply to all agreements concluded between Partner4 and underlying trade names, as contractor and/or seller and/or lessor with the contractor and/or buyer and/or tenant. Partner4, is registered with the Chamber of Commerce under the number 59332409.
Client: the natural or legal person on whose behalf services are provided and/or work is carried out and/or goods are sold and/or rented and delivered.
Agreement: the agreement concluded between the Contractor and the Client with regard to the provision of services and/or the performance of work and/or sales and/or rental and delivery of goods.
“Service or delivery” is understood to mean all products that are delivered to the Client with the application of these general terms and conditions.
Insofar as personal data are processed by the Contractor in the context of carrying out the work, these personal data will be processed in a proper and careful manner and in accordance with the Personal Data Protection Act and the General Data Protection Regulation. An identifiable natural person shall mean a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more elements characteristic of the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Technical and organizational measures will be taken to protect the personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.

Article 2. General

The Agreement is formed by the Client and the Contractor signed order confirmation and/or agreement as well as the present Partner4 General Terms and Conditions
The Partner4 General Terms and Conditions apply to and form an inseparable part of all offers of the Contractor, of all assignments given to the Contractor, as well as of all agreements concluded by the Contractor as seller and / or landlord and / or Contractor, including agreements to be concluded with the Contractor in the future. The present terms and conditions also apply to agreements with the Contractor, for the execution of which the Contractor must involve third parties. Deviations and additions to the Partner4 General Terms and Conditions only bind the Contractor if they have been agreed in writing.
The applicability of any purchase and/or other conditions of the Client shall be expressly made by the Contractor.

impossible. In the event of a conflict between the terms and conditions contained in the Agreement between the parties and the Partner4 General Terms and Conditions, the latter terms and conditions shall prevail.

If one or more provisions of the Partner4 General Terms and Conditions are at any time annulled or declared null and void by the court in whole or in part, this does not affect the effect of the other provisions. The Contractor and the Client will then enter into consultation in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed ‘in the spirit’ of these general terms and conditions. If the Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 3. Quotations and offers

All quotations and offers of the Contractor are without obligation, unless a period for acceptance has been set in the quotation or offer. If no acceptance period has been set, no right can be derived from the quotation or offer in any way.
Quotations from the Contractor are based on the information provided by the Client. The Client guarantees that he/she has provided all essential information for the design, execution and completion of the assignment to the Contractor in a timely and truthful manner. The Contractor can never be held liable if the quotation contains information from the Client that turns out to be afterwards. The Client guarantees the accuracy of the information at all times.
The Contractor cannot be held to a quotation or offer if the Client can reasonably understand that (a part of) the quotation and offer contains an obvious mistake or error. All offers and quotations are based on the execution of the agreement by the Contractor under normal circumstances and during usual working hours, unless explicitly stated otherwise in writing.
A composite quotation and offer does not oblige the Contractor to perform part of the quotation and offer against a corresponding part of the specified price.
Quotations and offers do not automatically apply to future orders. Except insofar as it follows otherwise from the provisions of Article 3 of these general terms and conditions, verbal promises by and agreements with subordinates of the Contractor do not bind the Contractor until and insofar as they have been confirmed in writing by the Contractor.

Article 4. Praise

Stated prices are net prices and therefore apply – unless explicitly stated otherwise in writing – excluding packaging costs, shipping and transport costs, excluding turnover tax, import duties and other government charges on the sale and/or delivery and/or execution of the agreement, unless otherwise agreed in writing. If the transport requires a specific packaging, the costs of the specific packaging will also be borne by the Client.
Stated prices include costs of transport within the Netherlands, unless the net invoice value of the delivery is less than € 500.00. In that case, the costs of transport and administration will be charged to the Client. Express shipments are always for the account of the Client. If the Client wishes to collect the goods himself, no compensation will be given for this, unless otherwise agreed in writing.
If the Contractor agrees a fixed price with the Client, the Contractor is entitled to increase this price, without the Client being entitled to dissolve the Agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or finds its cause in an increase in

cost-determining factors such as the price of raw materials, wages, etc. or on other grounds used when entering into the agreement

were not reasonably foreseeable.

If the price increase other than as a result of a change to the Agreement exceeds 10%, the Client has the right to cancel the Agreement in writing by registered letter, provided that this is done in writing within 14 days after receipt of the adjusted price, unless the Contractor is still willing to cancel the Agreement on the basis of the original
agreed to execute, the price increase results from a power or an obligation resting on the Contractor
pursuant to the law or if it is stipulated that the delivery will take place more than three months after the Agreement.
A cancellation as stated in the previous paragraph does not entitle the Client to compensation for any damage. In the event that the Client cancels the Agreement, the Contractor is entitled to charge him/her already incurred costs to the Client.

Article 5. Agreement

The Agreement is deemed to have been concluded from the day of signature by the Client, respectively the day of sending the written order confirmation by the Contractor to the Client.
The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or purport of the Agreement that it has been entered into for a definite period of time.
If the Contractor’s offer is without obligation, the agreement will be concluded at the time of receipt from the Contractor of a written acceptance of this offer, or at the moment that the Contractor has made a start with the execution of the assignment.
If a term is bound to the Contractor’s offer, the agreement will be concluded at the time of receipt by the Contractor of an acceptance of this offer from the Client within the period set by the Contractor. If an acceptance by the Client deviates from the Client’s offer, this shall be deemed to be a new offer by the Client and a rejection of the Contractor’s entire offer, even if there is only a deviation on minor points. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
If the Client makes an offer to the Contractor and/or gives an order, the Contractor will only accept this offer and/or this assignment or if the Contractor has started the execution of the assignment.
Additional agreements, changes and/or commitments made after the agreement, either verbally or in writing made by personnel, representatives, sellers or other intermediaries of the Contractor are not binding, unless these are confirmed in writing by the Contractor to the Client.

Article 6. Execution of the Agreement

The Contractor shall observe the care of a good Contractor in the performance of its work.
The Contractor assumes a best efforts obligation with the Agreement and therefore gives no guarantee about the results of the assignment, unless explicitly stated otherwise, or arising from the Agreement.
The Contractor has the right, insofar as this is required for the proper execution of the Agreement, to have the Agreement partially executed by third parties. The Contractor will only do this after consultation with the Client.
The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If a term has been agreed within the term of the assignment for the completion of certain activities, this is never a deadline for the Contractor. If the execution period is exceeded, the Client must give the Contractor written notice of default by registered letter.

Article 7. Change to the command

Changes to the Agreement by the Client that could not be foreseen by the Contractor and cause additional work will be charged by the Contractor to the Client in accordance with the rate agreed in the Agreement. There is also additional work if, as a result of the provision of incorrect or incomplete information by the Client, the Contractor has to reorganize the planned work. The Contractor is entitled to charge the costs for additional work on the basis of subsequent calculation to the Client.
Changes in the execution of the Agreement still required by the Client after the assignment has been issued must have been notified to the Contractor by the Client in a timely manner and in writing. A change in or addition to the Agreement only applies if it has been accepted by both the Contractor and the Client (preferably in writing).
Changes that are made to an assignment that has already been given may result in the contractor exceeding the originally agreed delivery time. The Contractor can never be held liable for this by the Client.

Article 8. Cooperation with the Client

The Client will always, solicited and unsolicited, provide the Contractor with all relevant information that he/she needs for the correct execution of the assignment given to the Contractor.
If the data necessary for the execution of the agreed assignment have not been made available by the Client, not in time or not in accordance with the agreements made, or if the Client has not fulfilled his /her (information) obligations in another way, the Contractor is entitled to suspend the execution of the Agreement.
In order to ensure that the execution of the assignment runs smoothly and as much as possible according to the timetable, the Client will make employees of his / her own organization available in a timely manner, unless the nature of the assignment dictates otherwise. The Client must ensure that his/her staff have the right skills and experience to be able to perform the work.
If and insofar as the Contractor so requests, the Client will provide the Contractor with its own workspace with telephone connection and, if desired, a fax and/or data network connection at its/her location free of charge, unless the nature of the assignment dictates otherwise.
If, as a result of the non-provision, late or improper provision of personnel, requested information, documents and facilities by the Client, additional costs arise for the Contractor, these costs will be borne by the Client.
Before the start of execution of the assignment, the Client will take care of the facilities indicated by the Contractor at the location of the Client or at the location designated by the Client, including connections of sufficient electricity and sufficient data at the right place. The listed facilities are not exhaustively mentioned here. If, as a result of the Client not making these facilities available, not on time or properly, additional costs arise for the Contractor, these costs will be borne by the Client.

Article 9. Delivery or delivery

The Client is obliged to take delivery of the goods at the moment that they are made available to him/ her. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Contractor is entitled to store the goods at the expense and risk of the Client. The Client is obliged to receive the goods at the delivery time communicated to it by the Contractor; if he fails to do so, the goods will be deemed to have been delivered at the delivery time determined by the Contractor for this purpose and the Contractor is entitled to store the goods at the expense and risk of the Client.
The Contractor is entitled to execute the Agreement in different phases and to invoice the part thus executed separately. Insofar as delivery of the ordered goods does not take place at the agreed time or within the agreed period, the Contractor is entitled – unless a deadline has been expressly agreed – to a delivery period of thirty days from the day of receipt of a summons letter from the Client.
The Client is obliged to examine the delivered goods (or have them examined) immediately after the goods have been made available to him/her.
Damage to delivered goods or incorrectly delivered goods must be reported to the Contractor in writing within 12 hours after delivery. The risk of damage reported too late or incorrectly delivered goods lies entirely with the Client after these 12 hours. The risk of loss, damage or depreciation is transferred to the Client at the moment when goods are delivered to the Client or third parties engaged by it/ him at the location designated by the Client. From the moment of delivery, the goods are at the risk of the client/purchaser and all direct and indirect damage, which may arise to and/or by the goods on the delivered work, is at his expense.
For the purposes of this provision, the moment of delivery must also be understood to mean the day of delivery. Unless otherwise agreed, the delivery takes place at the time when the Contractor informs the Client of this, or the Client takes the work / product into use.
If during the execution of the agreement it appears that it is necessary to change or supplement it for a proper execution thereof, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Contractor will quote as much as possible in advance. By a change to the agreement, the originally stated period of execution can also be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is amended, including a supplement, the Contractor is entitled to implement it only after approval has been given by the person authorized within the Contractor and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time at which it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract on the part of the Contractor and is not a reason for the Client to terminate or cancel the agreement.
Without being in default, the Contractor may refuse a request to change the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
The Contractor chooses the method of transport/ shipment as well as the method of packaging the products is determined by the Contractor, if nothing has been determined in this respect when entering into the agreement. The Client must take care of permissions, exemptions and/or permits required within the transport area for the purpose of transport. The costs associated with these permissions, exemptions and/or permits shall be borne by the Client. The Client is liable for all damage resulting from the lack of the permissions, exemptions and/or permits required for proper transport. If the Contractor, whether or not at its own expense and risk, takes care of transport, delivery by the Contractor will always take place to the unloading address of the client. The Client is obliged to take receipt of the goods there. The Contractor is never liable for damage that occurs during or during unloading, except for intent or gross negligence on the part of the Contractor. If the Client remains in default, his obligation stated in the first sentence of this paragraph to comply, then the resulting costs, damages and interests will be for his account, regardless of whether the non-compliance with this obligation is the result of force majeure.

Article 10. Retention

All goods delivered by the Contractor remain the property of the Contractor until the Client has fulfilled his /her full (payment) obligations towards the Contractor.
Goods that fall under the retention of title may not be resold and/or exchanged and/or otherwise transferred to a third party and may not be used as a means of payment. The Client is also not authorized to pledge or encumber in any other way the goods subject to the retention of title.
Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the Contractor on first request. In the event of a possible payment of the insurance, the Contractor is entitled to these tokens.
If the Client does not comply with its obligations or there is a well-founded fear that it will not do so, the Contractor is entitled to take back the goods delivered under retention of title. The Client is obliged to store products delivered under retention of title with due care and as recognisable property of the Contractor.
The Client must always do everything that can reasonably be expected of him to secure the Contractor’s property rights. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately inform the Contractor thereof.

Article 11. Termination

Both parties may terminate the Agreement at any time prematurely in writing by means of a registered letter with due observance of a notice period of 30 days, unless the parties have agreed otherwise.
If the Client has proceeded to premature termination, the Contractor is entitled to compensation because of the resulting and plausible loss of occupancy, whereby the hitherto average monthly invoice amount is used as a starting point, unless there are facts and circumstances underlying the termination that can be attributed to the Contractor. The provisional results of the work performed up to that point will be made available to the Client subject to reservation.
In the event that one of the parties becomes bankrupt, applies for suspension of payment or ceases business operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
In the event of premature termination by the Contractor, the Client is entitled to the contractor’s cooperation with regard to the transfer of work still to be performed to third parties. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client.

Article 12. Power of dissolution and/or suspension

The Contractor is entitled to suspend the fulfilment of its obligations or to dissolve the Agreement if:
The Client does not, not fully or not timely comply with the obligations under the Agreement or the Contractor has good reason to fear that the Client will fail in those obligations;
At the conclusion of the Agreement, the Client was requested to provide security for the fulfilment of his/her obligations under the Agreement and this security is not provided or is insufficient;
There is (an application for) liquidation of the Client, suspension of payment has been granted to the Client, the Client has been declared bankrupt, the Natural Persons Debt Rescheduling Act has been declared applicable to the Client or placed under guardianship of the Client, the Client loses the free disposal of his /her assets or income in whole or in part, the Client sells his / her business or if there is at the expense of the Client attachment is made and this attachment has not been lifted within 5 months.
The Contractor is also entitled to dissolve the Agreement if circumstances arise of such a nature that compliance with the Agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of the Contractor.
If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate damage or costs incurred in any way as a result.
If the Contractor proceeds to dissolve the Agreement, the Contractor’s claims against the Client are immediately due and payable.
If the dissolution is attributable to the Client or the Contractor must suspend the execution of the Agreement as stated in this article and/or under Article 8.2 of these general terms and conditions, the Client is obliged to compensate the Contractor for the direct and indirect damage and costs caused as a result.
The Contractor may at any time demand further security, failing which the Contractor may suspend the execution of the Agreement. If this request is not complied with to the satisfaction of the Contractor, the Contractor is entitled to suspend or refuse the execution of all Agreements with the Client, without being obliged to pay any compensation and without even waiving his / her other rights under this Agreement or the law.

Article 13. Payment terms

Payment shall be made within 14 days of the invoice date in a manner to be indicated by the Contractor in euros, unless expressly agreed otherwise. No costs are charged for the first reminder, followed by a cumulative 17 euros per reminder/ reminder. The Contractor is entitled to demand part of the price and/or otherwise amounts invoiced by the Contractor on the basis of the agreement in advance or to demand security and/or a bank guarantee in this respect, failing which the Contractor is entitled to suspend the fulfilment of its obligations.
If the Client fails to pay on time, he/she is in default by operation of law and the Client will owe the statutory (commercial) interest from the day of the default. The Client then owes interest on each month, or part of the month, whereby a part of the month is considered to be the entire month. The interest on the due amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
From the moment that the Client is in default, the Client is also obliged to reimburse all (extra)judicial costs and execution costs related to the collection of the invoiced amounts. The extrajudicial costs and collection costs are calculated in accordance with the legal standards (Extrajudicial Collection Costs Standardisation Act).
Payments are primarily intended to reduce the costs, then to deduct from the interest shown and finally to reduce the principal and the current interest.
The Contractor may, without thereby being in default, refuse an offer for payment if the Client designates a different order for the allocation of the payment. The Contractor may refuse full repayment of the principal sum if the outstanding and current interest and collection costs are not also paid.
Complaints regarding the amount of the invoice must be submitted in writing within 8 days of the invoice date. After that period, complaints will no longer be processed and the right to complaints for the Client will lapse. The Client is never entitled to set off the amount owed by it/him to the Contractor.

Article 14. Advertising and research

If the Client does not complain to the Contractor in writing within 8 days after he /she has discovered or should have discovered a defect in the Performance of the Contractor, the Client can no longer appeal to this defect. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
The Client has no right to suspend his/her (payment) obligations if the Client believes that he has any right to complain.
The Client must give the Contractor the opportunity to investigate a complaint or have it investigated.
In the event of well-founded and timely complaints, the Contractor will, at its discretion, either repair or replace the delivered goods against the return of the originally delivered goods. If the Client complains in time, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise ordered goods and what he has instructed the Contractor to pay a replacement fee for this to the Client or to credit a proportionate part of the invoice.
If it is established that a complaint is unfounded, the costs incurred by the Contractor in this respect will be fully borne by the Client.

Article 15. Force majeure

If the Contractor is unable to fulfil his/her obligations under the Agreement, or cannot fulfil them properly on time or properly as a result of a cause that is not attributable to it/him, those obligations will be suspended until the moment that the Contractor is still able to fulfil them in the agreed manner. Force majeure is in any case understood to mean illness on the part of the Contractor’s staff.
If the period in which fulfilment of the Contractor’s obligations is not possible due to force majeure lasts longer than two
months the parties are authorized to dissolve the Agreement without any right of the Client to
What has already been performed pursuant to the Agreement will then be settled proportionately.
Force majeure is in any case understood to mean: any circumstance with which the Contractor could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the Client, such as war or danger of war, molestation, riot, sabotage, energy failure, flood, earthquake, fire, business occupation, strikes and changed government measures. Furthermore, force majeure is understood to mean the circumstance that supply companies on which the Contractor depends for the execution of the agreement do not comply with the contractual obligations towards the Contractor, unless this is attributable to the Contractor.
In the event of force majeure, the Contractor has the right to suspend the execution of the agreement for the duration of the agreement, in which case agreed delivery periods will be extended by the duration of the suspension. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation for damage to the other party.
The dissolution of the agreement as referred to in subs 7 and 9 does not release the Client from its obligation to
to pay for goods or work already performed within the agreed period. Insofar as the Contractor has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to do so
and the part fulfilled or to be fulfilled has independent value, the Contractor is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if there were a separate agreement.

Article 16. Liability

The Contractor is not liable for damage, of whatever nature, caused by the Contractor assuming incorrect and /or incomplete information provided by or on behalf of the Client.
If the Contractor should be liable for any damage, the Contractor’s liability is limited to a maximum of the invoice amount, at least to that part of the amount to which the liability relates.
The Contractor’s liability is in any case always limited to a maximum of one time the invoice value of the order, at least to that part of the order to which the liability relates, with a maximum of € 250,000.00.
The Contractor is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the contractor’s defective performance comply with the agreement, insofar as these can be attributed to the Contractor and reasonable costs, made to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
The Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
Any claims of the Client against the Contractor shall lapse after a period of one year after termination of the assignment.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence v The goods to be delivered by the Contractor meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to goods that are intended for use within the Netherlands. In the event of use outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and meet the conditions set therein. In that case, the Contractor may set other guarantee and other conditions with regard to the goods to be delivered or the work to be carried out.
Any form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties when, without written permission from the Contractor, the Client or third parties have made or attempted to make changes to the item, other items were attached to it that do not need to be attached to it or if they were processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the Contractor cannot exert any influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera. If the guarantee provided by the Contractor concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item for it, unless otherwise stated. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.

Article 17. Secrecy

The Client and the Contractor undertake to maintain the confidentiality of all confidential information that they have obtained from each other or from another source within the framework of the Agreement. Information is considered confidential if this has been reported by the other party or if this results from the nature of the information.
If the Contractor is obliged on the basis of a legal provision or a court ruling to provide confidential information to third parties designated by law or the competent court and the Contractor cannot invoke a right of non-disclosure in this respect, then the Contractor is not obliged to pay compensation or compensation and the Client is not entitled to dissolve the assignment on the basis of any damage,
The Client and the Contractor will impose their obligations under this article on any third parties to be engaged by them.
If the Contractor processes personal data during the execution of the agreement, the Contractor will process the personal data in a proper and careful manner and will comply with the legal regulations that follow from the Personal Data Protection Act and the General Data Protection Regulation. The Client will inform the Client within four working days of any request and/or complaint from the Supervisory Authority or the Data Subject with regard to the Personal Data processed in the execution of the Agreement. The Contractor cooperates with the Client when a natural person submits a request for the exercise of his or her rights such as, but not limited to, the right to inspect, correct, delete, object to the processing of the Personal Data and a request for portability of the own Personal Data.
The Contractor will inform the Client within four working days of any court order, summons, legal obligation or otherwise obligation to share Personal Data with third parties. The Contractor shall inform the Client of the discovery of a possible Data Breach within 24 hours of its discovery. The Contractor will then keep the Client informed of new developments regarding the Data Breach. Any costs incurred to solve the Data Breach will be borne by the person who incurs the costs, unless the Data Breach has arisen due to the Non-compliance with the agreement by the Client, then the costs will be borne by the Client. When the agreement between the Contractor and the Client ends, the Contractor will return the personal data that it has processed in the execution of the agreement to the Client and / or destroy it.

Article 18. Intellectual

All models, works and/or inventions developed by the Contractor for the Client are and remain the property of the Contractor. This also includes all intellectual property rights including, but not limited to, copyrights, design rights and/or patent rights.
All documents provided by the Contractor on behalf of the Client, such as reports, computer programs, system designs, working methods, advice and contracts, can be used by the Client and can be multiplied by the Client for its own use in its own organization. Documents provided by the Contractor may not be published, reproduced or exploited or brought to the knowledge of third parties by the Client without the prior written consent of the Contractor, unless the nature of the documents provided dictates otherwise.

Article 19. Indemnification of third parties

The Client indemnifies the Contractor against possible claims from third parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to parties other than the Contractor.
The Client is obliged to assist the Contractor both in and out of court if the Contractor is held liable on the basis of the first paragraph of this article and to immediately do everything that may be expected of him / her in that case. If the Client fails to take adequate measures, the Contractor is entitled, without notice of default, to do so itself. All costs and damage on the part of the Contractor and third parties arising as a result, are entirely at the expense and risk of the Client.

Article 20. Expiry period

Contrary to the statutory limitation periods, the limitation period of all claims and defences of the Client against the Contractor and the third parties involved by the Contractor in the execution of an agreement is one year.

Article 21 Contractover name

The Client is not entitled to transfer any obligation under the Agreement to third parties without the Written Consent of the Contractor. Insofar as the Contractor may have already given written permission for a contract takeover, the Client shall at all times remain jointly and severally liable for the obligations under the Agreement of which these general terms and conditions form part in addition to this third party.
Furthermore, insofar as the Contractor has already given written permission for a contract takeover, the Client must inform the Contractor of this in writing in advance and the Contractor has the right to terminate the Agreement by the date on which the transfer will take place. The Contractor is not obliged to pay any compensation in this respect.

Article 22. Applicable law

All Agreements between the Contractor and the Client are exclusively governed by Dutch law.
The applicability of the Vienna Sales Convention is excluded.
Without prejudice to the Contractor’s right to submit a dispute to the competent court according to the law, disputes between the parties will in the first instance be submitted to the competent court in the contractor’s place of business, unless the law prescribes otherwise.
These terms and conditions have been filed with the Chamber of Commerce in Amsterdam.
The most recently filed version or the version as it applied at the time of the establishment of the legal relationship with the Contractor always applies.