Terms and Conditions
GENERAL TERMS AND CONDITIONS WERQUE.NU BV
[these general terms and conditions have been filed with the Chamber of Commerce in May 2018]
Article 1 - Applicability
1.1. To the exclusion of other general terms and conditions, these general terms and conditions apply to all services provided by Werque.nu BV and its group companies (hereinafter: "Werque.nu") for the benefit of its client (hereinafter: "Client"). In addition to Werque.nu, persons who are directly or indirectly involved in the provision of services by Werque.nu can also invoke these general terms and conditions.
1.2. Clauses deviating from these general terms and conditions are only valid if and insofar as Werque.nu has confirmed them expressly and in writing to its Client.
1.3. If any stipulation, which is part of these general terms and conditions or of the agreement between Werque.nu and its Client, should be null and void or be annulled, the rest of the agreement will remain in effect as much as possible and the relevant stipulation will be amended immediately in consultation between the parties. replaced by a clause that comes as close as possible to the purport of the original clause.
Article 2 - Agreement
2.1. The legal relationship between Werque.nu and the Client is a contract for services as referred to in Section 7:400 of the Dutch Civil Code. Articles 7:404 and 7:407 are excluded by Werque.nu. Werque.nu is the sole contractor towards the Client.
2.2. The agreement is concluded at the moment that the order confirmation signed by Werque.nu and the Client has been returned by Werque.nu. The order confirmation is based on the information provided by the Client to Werque.nu at the time. The order confirmation is deemed to represent the agreement between Werque.nu and the Client correctly and completely.
2.3 If the order has been given orally, or if the order confirmation has not (yet) been signed and returned, the order is deemed to have been concluded under the applicability of these general terms and conditions at the time Werque.nu at the request of the Client with the execution of the assignment has begun.
2.4. An assignment is deemed to have been issued for an indefinite period of time, unless it has been expressly agreed in writing or it follows from the nature of the assignment that it has been awarded for a definite period of time or for a specific project.
Article 3 - Data and information
3.1. The client grants Werque.nu permission to register and process company data and personal data.
3.2. The Client will always provide Werque.nu, in a timely and complete manner, with the information that is relevant for the correct execution of the assignment. The Client guarantees the correctness, completeness, reliability and legality of this information, even if it originates from third parties. The Client will inform Werque.nu of all events and circumstances that may be important for the proper execution of the provided execution. This also applies to events and circumstances that only become known after the work has started.
3.3. Werque.nu has the right to suspend the execution of the assignment until the Client has fulfilled its obligations as stated in paragraph 2 of this article.
3.4. Extra costs, extra hours and any other damage for Werque.nu that arise because the Client has not fulfilled its obligations as described in paragraph 2 of this article, are for the account and risk of the Client.
3.5. At the Client's first request, Werque.nu will return the original documents provided by the Client to the Client.
3.6. Werque.nu processes the personal data provided by the Client in the context of the assignment in accordance with its obligations arising from the applicable privacy laws and regulations, including, but not limited to, the Personal Data Protection Act (until 25 May 2018) and the General Data Protection Regulation (hereinafter “GDPR”) (EU Regulation 2016/679) from 25 May 2018.
If necessary, Werque.nu and the Client will conclude a Processing Agreement on the basis of the AVG, which meets the conditions set out in the AVG.
3.7. Insofar as Werque.nu can be regarded as responsible for the processing of personal data in the context of its services for the Client, it only processes those data that are necessary in the context of its services, its own client administration and for the management of its client portal. This client data is only accessible to Werque.nu and the Client and will not be provided to third parties, unless Werque.nu is obliged to do so by virtue of legislation and/or regulations or if the Client and/or the data subject has permission within the meaning of the AVG has received.
3.8. If Werque.nu and the Client jointly determine the purpose and means of the processing, they qualify as joint controller in accordance with the GDPR. In this situation, the Client, as the initial provider of the personal data, is the primary point of contact for data subjects within the meaning of the GDPR and the Client will be primarily responsible for handling a request made by a data subject in accordance with the GDPR. If Werque.nu receives a request from a data subject within the meaning of the GDPR on the basis of the GDPR, Werque.nu will immediately forward this to the Client and inform the data subject about this. The Client will respond to the person concerned within the applicable legal terms and, if the cooperation of Werque.nu is necessary for the processing of the request, will contact Werque.nu. Unless this results from the assignment and/or further agreements have been made between the Client and Werque.nu, Werque.nu will not have direct contact with the person concerned about the request made. This provision is without prejudice to the possibility for a data subject to exercise his/her rights against each of the joint controllers under the provisions of the GDPR.
3.9. If Werque.nu and the Client are joint controllers and there is a breach of the security of the personal data processed in the context of the service as referred to in the GDPR, a so-called “Data Leak”, the parties will act immediately, but no later than within the the deadlines mentioned in the GDPR in consultation with each other about the consequences thereof and about the actions to be taken by each of the controllers. Werque.nu and/or the Client will report the Data Breach to the supervisor and/or the person(s) involved within the deadlines specified in the GDPR and will also provide each other with the necessary assistance in complying with the obligations included in the GDPR. in the context of a data breach.
3.10. Werque.nu is permitted to provide customer data/personal data to requesting parties to whom/for which certain personal data must be provided or deposited by law.
3.11. Werque.nu is only permitted to provide customer data/personal data to other parties by means of electronic data traffic if this has been expressly agreed with the Client and/or the person concerned.
3.12. Werque.nu will take adequate technical and organizational measures to protect the (personal) data to be processed under its responsibility against loss or against any form of unlawful processing (including unnecessary collection or further processing). Taking into account the state of the art, the scope, the context, the processing purposes and the costs of implementation, these measures will guarantee an appropriate level of security, taking into account the risks involved in the processing and the nature of the data to be protected. bring over.
3.13. The Client has its own independent duty to comply with its obligations arising from the applicable privacy laws and regulations, including, but not limited to, the Personal Data Protection Act (until 25 May 2018) and the General Data Protection Regulation (EU Regulation). 2016/679) from May 25, 2018. Client indemnifies Werque.nu against all claims from third parties in connection with non-compliance by Client. The indemnification also relates to all damage and costs that Werque.nu suffers or incurs in connection with such a claim.
Article 4 - Execution of the assignment/work
4.1. In the performance of its services, Werque.nu will at all times comply with the professional rules applicable to the services and will exercise the care that can reasonably be expected of it under the given circumstances. However, Werque.nu cannot guarantee that the intended result will be achieved.
4.2. Werque.nu determines the manner in which and by which person(s) the assignment will be performed, taking into account as much as possible the wishes expressed by the Client.
4.3. Werque.nu may involve third parties in the execution of an assignment if, in its opinion, this benefits the correct execution of the assignment in question. This does not require the Client's prior consent. Failure by the third party involved in the assignment can only be attributed to Werque.nu if the Client demonstrates that Werque.nu's choice of this person has not been made carefully.
4.4. Werque.nu keeps a (digital) file with regard to the assignment containing copies of relevant documents, which file is and remains the property of Werque.nu.
4.5. During the assignment, Werque.nu and the Client will, among other things, use digital means of communication, including electronic mail traffic. Werque.nu and the Client are not liable towards each other or towards others for any damage resulting from the use of digital means of communication, such as electronic mail traffic. Both Werque.nu and the Client will do everything that can reasonably be expected to prevent risks and damage, such as spreading viruses and distortion.
4.6. In case of doubt about the content and/or transmission of electronic mail, the data extracts from Werque.nu's computer systems are decisive.
4.7. There will only be strict deadlines within which the agreed work must be completed if this has been agreed in writing as such.
4.8. If the Client owes an advance payment or if the Client has to make information and data available to Werque.nu for the performance of the assignment, the term within which the work must be completed does not start before the time when the complete advance payment has been received by Werque.nu in good order or on which the required information and data have been fully received by Werque.nu.
4.9. Exceeding the term by Werque.nu is only a valid ground for termination if it is established that execution of the assignment has become permanently impossible due to the term being exceeded. In other cases of exceeding the term, the agreement can only be dissolved by the Client after the Client, after expiry of the agreed term, has given Werque.nu a reasonable new term to still perform the assignment (in its entirety) and Werque.nu has also In that case, the assignment does not or does not fully execute within the newly announced term.
Article 5 - Fee
5.1. Werque.nu and the Client will make agreements in advance about the amount of Werque.nu's fee. The fee can be determined in various ways, depending on the type of service. The most common ways of calculating the fee are: (i) on the basis of the time spent and the hourly rates charged by Werque.nu, plus compensation for costs incurred and costs of third parties; (ii) a pre-agreed fixed fee; (iii) a subscription fee/membership fee. A combination is also possible.
5.2. Costs incurred such as travel and accommodation costs will also be charged to the Client.
5.3. Werque.nu has the right to adjust the previously agreed rate during the term of the agreement, if there is reason to do so due to the development of the rate-determining factors, such as a change in the wage/price level.
5.4. All rates are exclusive of turnover tax and other levies imposed or to be imposed by the government.
5.5. Werque.nu has the right to send periodic partial invoices or advance invoices to the Client for work performed or to be performed.
5.6. Invoices must be paid in Euros within 14 days of the invoice date, without any deduction, discount or settlement, to the bank account indicated by Werque.nu. The day of payment is the day of transfer to the bank account of Werque.nu. Objections to the amount of the invoice do not suspend the Client's payment obligation.
5.7. In the event of an assignment given jointly by several Clients, the Clients concerned are jointly and severally liable for the payment of the invoices and any interest and costs owed in the event of late payment, insofar as the assignment has been performed for the benefit of the joint Clients.
5.8. If the Client has not paid the sums of money due within the applicable term, the Client will be immediately in default and will owe statutory interest on the outstanding sums of money. All costs arising from or related to the (extra)judicial collection of the claim of all amounts owed under the agreement are for the account of the Client. Client will pay the relevant costs in response to the first request to this effect by Werque.nu. These costs amount to 15% of the principal amount owed. The right to set-off and suspension by the Client is excluded. At the request of Werque.nu, the client will make an advance payment and/or provide security for the payment.
5.9. Werque.nu reserves the right - also during the execution of an order, if the financial position or payment behavior of the Client gives reason to do so in Werque.nu's opinion - from the Client full or partial advance payment and/or to demand security, failing which Werque.nu is entitled to suspend fulfillment of its obligations.
Article 6 - Complaints procedure
6.1. If the Client wishes to make a complaint with regard to work performed or with regard to the invoice, the Client must do so within 30 days after the date of dispatch of the documents or the information against which the Client wishes to complain or within 30 days after the date of the invoice, on pain of forfeiture. or discovery of the defect in writing and with reasons to Werque.nu.
6.2. Complaints do not suspend the Client's payment obligation, except insofar as Werque.nu has indicated to the Client that the complaint is well-founded.
6.3. In the event of a complaint/complaint found to be justified, the Client has the choice between (i) adjusting the fee charged in respect of the relevant work about which the complaint was justified, (ii) improving or re-performing the relevant work that was rightly complained about, or (iii) not (any longer) performing the relevant work in whole or in part, about which a rightly complaint has been lodged against a proportional refund of the fee already paid by the Client.
Article 7 - Identification obligations
7.1. Werque.nu is obliged by law to identify its clients and to record this identification correctly. Client undertakes to cooperate with this identification.
7.2. In certain cases, Werque.nu is obliged by law to report any unusual transactions carried out or intended during the execution of the assignment to the body(s) designated for this purpose by law. Werque.nu is also obliged to maintain the confidentiality of this report. Werque.nu is never liable for the adverse consequences of such a report made by Werque.nu, not even if the report subsequently turns out to be unfounded, unless the Client demonstrates that making the report in the given circumstances is in accordance with standards of reasonableness and fairness. was unacceptable.
The client indemnifies Werque.nu against all third-party claims arising from the application by Werque.nu of the relevant provisions.
Article 8 - Liability
8.1. Werque.nu is only liable towards the Client for a shortcoming in the execution of the assignment, insofar as the shortcoming consists in the failure to observe the care and expertise that may be relied upon in the execution of the assignment.
8.2. If Werque.nu is legally liable for the consequences of an error in the execution of the assignment given to Werque.nu, the Client is entitled to compensation:
if and insofar as Werque.nu is covered by insurance for that damage: up to a maximum of the amount paid out under the insurance for that specific claim, increased by Werque.nu's deductible;
if Werque.nu is not covered by insurance for that damage: up to a maximum of the total amount of the invoices sent by Werque.nu to the Client and paid by the Client for the work that Werque.nu has performed in the context of the assignment in which the error has been made, in the period of 12 months prior to the error.
8.3. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any right to compensation lapses in any case 12 months after the event from which the liability of Werque.nu directly or indirectly arises.
8.4. Werque.nu is not liable for:
damage incurred by the Client or third parties that is the result of the provision of incorrect and/or incomplete and/or late information and/or data by the Client to Werque.nu or is otherwise the result of acts or omissions on the part of the Client;
damage incurred by the Client or third parties as a result of acts or omissions of auxiliary persons engaged by the Client or Werque.nu (not including employees of Werque.nu), even if they are employed by an organization affiliated with Werque.nu ;
loss of profits, indirect or consequential loss incurred by the Client or third parties.
8.5. The Client is obliged to hold Werque.nu harmless and to indemnify and hold harmless against all claims from third parties – including shareholders, directors, supervisory directors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the Client's organization – arising from or related to the work of Werque.nu for the benefit of the Client, except insofar as these claims are the direct result of intent or gross negligence on the part of Werque.nu.
8.6. The provisions of this article also apply if the Client claims compensation on the basis of another acquired right. Werque.nu is authorized by the Client to accept any liability limitations of third parties on behalf of the Client.
Article 9 - Expiration period
9.1. Insofar as not provided otherwise in these general terms and conditions, the Client's rights of action on any account whatsoever vis-à-vis Werque.nu in connection with the performance of work by Werque.nu will in any case lapse 12 months after the moment at which the Client became known or reasonably known. could be with the existence of these rights.
Article 10 - Intellectual property rights
10.1. All rights with regard to products of mind that Werque.nu develops or uses in the execution of the assignment, including advice, working methods, (model) contracts/agreements, systems, system designs and computer programs, belong to Werque.nu, for insofar as they do not already belong to third parties.
10.2. Subject to Werque.nu's express prior written consent, the Client is not permitted to reproduce, disclose or exploit the products of the mind or their recording on data carriers, whether or not together with or through the engagement of third parties, without prejudice to the provisions of Article 11.3.
Article 11 - Confidentiality
11.1. Werque.nu is obliged to keep the data and information provided by or on behalf of the Client confidential towards third parties who are not involved in the execution of the assignment. This obligation does not apply to the extent that Werque.nu has a legal or professional obligation to disclose, including the obligations arising from the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and other (inter)national regulations with a comparable effect, or insofar as the Client has released Werque.nu from the obligation of confidentiality.
11.2. The first paragraph does not prevent peer consultation within the organization of Werque.nu, insofar as Werque.nu deems this necessary for the careful execution of the assignment or for the careful fulfillment of a legal or professional obligation.
11.3. If it acts on its own behalf in disciplinary, civil, arbitral, administrative or criminal proceedings, Werque.nu is entitled to use the data and information of which it has taken cognizance during the execution of the assignment, insofar as these are at its discretion. judgment may be important.
11.4. Without the express prior written consent of Werque.nu, the Client is not permitted to publish or otherwise make available to third parties the content of advice, opinions or other expressions, whether written or not, of Werque.nu, except insofar as this is directly arising from the agreement, this takes place in order to obtain an expert opinion regarding the relevant activities of Werque.nu, if the Client has a legal or professional obligation to disclose, or if the Client acts for itself in a disciplinary, civil, arbitral, or administrative or criminal proceedings.
11.5. Werque.nu is entitled to state the name of the Client and to state in outline the work performed to (commercial) relations of Werque.nu as an indication of Werque.nu's experience and expertise.
Article 12 - Termination
12.1. The agreement is entered into for an indefinite period of time, unless it follows from the content, nature and/or purport of the assignment that it has been entered into for a definite period of time.
12.2. Client and Werque.nu can terminate the agreement (prematurely) at any time with due observance of a reasonable notice period, unless reasonableness and fairness oppose termination or termination within such a period. The cancellation must be communicated in writing to the other party.
12.3. The agreement may be terminated (prematurely) by Werque.nu as a Client by registered letter, without observing a notice period, if the other party is unable to pay its debts or if a receiver, administrator or liquidator has been appointed. the other party undergoes debt restructuring, or ceases its activities for any other reasons or if the other party considers the occurrence of one of the above circumstances in one party reasonably plausible or if a situation has arisen that justifies immediate termination in the interest of the other party. canceling party.
12.4. In all cases of (premature) termination, Werque.nu reserves the right to payment of the invoices for work it has performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the Client subject to change. In the event of invoicing on the basis of subscription/membership, the Client owes the subscription/membership fee for the current period, also in the event of (interim) termination, and the Client will pay this without delay if no (full) payment has yet been made.
12.5. If the Client proceeds to (premature) termination, Werque.nu is entitled to compensation for the loss of occupancy that has arisen and can be demonstrated on its part, as well as additional costs that Werque.nu has reasonably had to incur or must incur as a result of the early termination of the agreement (including costs related to any subcontracting), unless the termination is based on facts and circumstances that can be attributed to Werque.nu.
12.6. If Werque.nu proceeds to (premature) termination, the Client is entitled to cooperation from Werque.nu in transferring the work to third parties, unless the termination is based on facts and circumstances that can be attributed to the Client.
12.7. Insofar as the transfer of the work entails additional costs for Werque.nu, these will be charged to the Client.
12.8. Upon termination of the agreement, each of the parties must immediately hand over to the other party all goods, matters and documents in its possession that belong to the other party.
Article 13 - Choice of law and forum
13.1. All agreements between the Client and Werque.nu are exclusively governed by Dutch law, as well as any agreements and relationships between the Client and Werque.nu that are not laid down in writing.
13.2. The Dutch version of these general terms and conditions always prevails over a foreign version thereof.
13.3. Unless the parties expressly agree otherwise in writing, all disputes related to agreements between the Client and Werque.nu will be submitted to the competent court in the place where Werque.nu is located; on the understanding that Werque.nu remains authorized to sue the Client in court before a court that would be competent without this provision.
13.4. Contrary to the previous paragraph, the Client and Werque.nu can jointly opt for a different method of dispute settlement.
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