Solid Web Code – General Terms and Conditions
Adopted on January 19, 2021
General Terms and Conditions of Solid Web Code, established at Hardenbergerweg 163, 7679 VK at Langeveen, the Netherlands, registered with the Chamber of Commerce under number 50907174.
Article 1 Definitions
In these General Terms and Conditions, the following terms are used as defined below unless explicitly stated otherwise.
General Terms and Conditions: The General Terms and Conditions as stated in this document.
Solid Web Code: Solid Web Code, registered with the Chamber of Commerce under number 50907174. These General Terms and Conditions apply to the business activities of all trade names registered with the Chamber of Commerce under number 50907174.
Service: All work, of whatever form, that Solid Web Code carries out for or to the benefit of a Client, including but not limited to providing consultancy Services, coaching and advice in relation to programming web applications for Client.
Price: The financial reward for the performance of Solid Web Code of its Services pursuant to an Agreement that has been made with the Client.
Client: Any natural person or legal entity who entered into an Agreement with Solid Web Code and has accepted the applicability thereto of these General Terms and Conditions.
Agreement: Any Agreement entered into between Solid Web Code and the Client for the provision of Services. An Agreement may be for a limited period of time or indefinitely, as agreed on a case-by-case basis.
Article 2 Scope
These General Terms and Conditions apply to every quotation and Agreement entered into between Solid Web Code and the Client, unless agreed otherwise explicitly and in writing.
The applicability of any of the Client’s purchasing conditions or other general terms and conditions is hereby expressly rejected.
If one or more provisions of these General Terms and Conditions are found to be void or voidable, the other provisions of these General Terms and Conditions shall remain in effect. In this event, Solid Web Code and the Client will consult each other to agree to new provisions to replace the void or voided ones.
Deviations from the Agreement and the General Terms and Conditions are only valid if they have been explicitly agreed with Solid Web Code in writing.
If Solid Web Code does not always require the strict compliance of these General Terms and Conditions, this will not mean that the provisions of the General Terms and Conditions do not apply, or that Solid Web Code would, in any way, lose the right to demand in other cases to the strict compliance of these General Terms and Conditions.
Article 3 Quotations and Formation of an Agreement
Quotations are only valid when made in writing (including electronically such as via e-mail). Solid Web Code sends the quotation to the Client. The quotation is digitally signed by the Client before Solid Web Code starts the Service.
All quotations are valid for 14 days, unless a different period is stated in the quotation or agreed otherwise.
An Agreement is formed through the timely acceptance by the Client of Solid Web Code’s quotation.
Solid Web Code cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation, or an element, contains an obvious mistake or clerical error.
Article 4 Execution of the Service
Solid Web Code specialises in programming solid web applications, including advice and business coaching.
Solid Web Code accepts responsibility for conducting the agreed Services in the correct manner.
The Client is obliged to make available the required information, in the form, time and manner that Solid Web Code considers necessary to execute the Service. The Client guarantees the accuracy, completeness and reliability of such information.
Article 5 Ownership of Information
Solid Web Code and the Client will take suitable measures for the protection of the personal data and confidential information originating from each other.
The documents delivered by Solid Web Code to the Client become the property of the Client after the Client has fulfilled his financial duties towards Solid Web Code and may be used by him for this assignment with due regard for the rights which follow from the legislation in the field of intellectual property.
Solid Web Code retains the exclusive right of publication, realisation and multiplication outside the assignment and retains the intellectual property of trademarks and patents of deliverables developed by him.
Article 6 Prices
All Prices are inclusive of Dutch VAT and other applicable government levies, unless indicated otherwise.
Prices may be agreed on the basis of hourly or daily rates plus expenses, or on the basis of a fixed fee for a specified Service. If payment in instalments has been agreed, the Client must make payments in accordance with the periods and percentages as established in the Agreement.
If Solid Web Code agrees to a fixed Price for a Service when the Agreement is entered into, then Solid Web Code is entitled to increase this Price unilaterally and to a reasonable amount, should the Agreement made rely on false assumptions or information provided by the Client.
If Solid Web Code has the intention of amending the Price, it will inform the Client of this as soon as possible.
Article 7 Payment
Payment takes place by means of a transfer to a bank account designated by Solid Web Code, unless agreed otherwise. Payment must be made within 14 days of the invoice date, in a manner to be indicated by Solid Web Code and in the currency in which the invoice is made, unless agreed otherwise.
Package deals are always paid in advance. The Client pays on the first day of the month, otherwise Solid Web Code has the option to suspend the work and claim all related costs. Package deals are converted into prepaid credits on a monthly basis.
Client shall advise any objections or request corrections to invoices within 10 working days after the invoice date. In case no objections or requests are raised the invoice is considered accepted. Any objections against an invoice do not have the effect of suspending the payment obligations following from such invoice.
The Client is not authorised to deduct or offset any amounts from the payable amount due to Solid Web Code by reason of a counterclaim made by the Client.
In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Solid Web Code and any other obligations of the Client towards Solid Web Code are immediately due.
Article 8 Collection costs
If the Client is in default or in breach in the (timely) fulfillments of the obligations of the Contract, all reasonable costs incurred in obtaining an out-of-court settlement will be borne by the Client. The Client will in any case owe collection costs.
With regard to the extrajudicial (collection) costs, Solid Web Code, in deviation from article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, is entitled to a compensation of 15% of the total outstanding principal sum, with a minimum of €50,- for each invoice that has not been paid in whole or in part.
Any reasonable legal costs and execution costs incurred will also be borne by the Client.
Article 9 Suspension
If the Client does not meet an obligation arising from the Agreement or does not meet it in a timely and complete manner, then Solid Web Code is entitled to suspend all its obligations under the Agreement.
Moreover, Solid Web Code is entitled to suspend any of its obligations if:
- after the Agreement is entered into, Solid Web Code becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
- the Client has not made timely payments after being requested to do so;
- circumstances arise of such a nature that fulfilment of the Agreement is impossible, or that the performance of its obligations under the Agreement cannot be reasonably required of Solid Web Code.
Solid Web Code reserves the right to claim compensation for any damages suffered.
Article 10 Termination
Solid Web Code and the Client may terminate an Agreement at any time. Clients must observe a notice period of one month.
The Client can use up his prepaid credit even after termination. Prepaid credit cannot be exchanged for euros.
Solid Web Code is entitled to terminate the Agreement with immediate effect if, after the Agreement is entered into, Solid Web Code becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations, unless the shortcoming, in view of its limited significance, does not justify the termination.
If Solid Web Code terminates the Agreement on any of the above-mentioned grounds, Solid Web Code is not liable for any costs incurred by the Client due to the termination of the Agreement.
If the Agreement is terminated, the fees and expenses to the termination date shall be payable, including all costs reasonably made and yet to be made, following from obligations which Solid Web Code has already taken upon him with a view to the further fulfilment of the Service.
If the Agreement is terminated, the Client’s debts to Solid Web Code become immediately due and payable.
If the termination is attributable to the Client, the Client is liable for any consequential damage suffered by Solid Web Code.
Article 11 Force majeure
Breaches may not be attributed to Solid Web Code or the Client if they are not their fault, or if they are not accountable by law, legal act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Agreement.
Circumstances regarded as resulting from a force majeure include but are not limited to lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Agreement by Solid Web Code cannot be reasonably sought by the Client.
In case of force majeure the parties are not obliged to proceed with the Agreement and are not bound to pay any compensation for Services that have not been performed.
Article 12 Liability and Indemnity
Solid Web Code can only be held liable for direct damage to the Client that has arisen through wilful recklessness or an intentional act or omission of Solid Web Code in connection with the execution of the Assignment. Direct damage is taken to mean: the reasonable costs incurred by the Client to establish the cause and extent of the damage; the reasonable costs incurred to ensure that the Solid Web Code’s performance complies with the Agreement, and the reasonable costs incurred by the Client for the prevention and limitation of the damage.
Solid Web Code shall not be held liable for indirect damage, including (but not limited to) in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client.
Solid Web Code shall not be held liable for damages of any nature resulting from Solid Web Code basing its actions upon inaccurate and/or incomplete information provided by the Client.
If Solid Web Code is held liable for any damage, then such liability shall be limited to the lesser of (i) the agreed invoice amount for the Service performed by Solid Web Code that gave rise to such liability, with a maximum amount of the sum of the past 2 months’ invoices or affiliated insurance policy.
The Client must report the damage for which Solid Web Code can be held liable to Solid Web Code as soon as possible, but in any event within 30 calendar days of becoming aware of such damage, in failure of which Solid Web Code cannot be held liable.
The Client indemnifies Solid Web Code against any claims by third parties who suffer damage in connection with the Services offered.
Solid Web Code will monitor and promptly resolve technical errors such as ‘500 server errors’ caused by the new web-develoment. Solid Web Code cannot guarantee this if the Client does not provide Solid Web Code with sufficient time and resources to keep it’s high standards for bug prevention. Solid Web Code is not a hosting party. Improper use of the application or poorly executed tasks are at the expense and risk of the Client. The Client is ‘Product Owner’ and ultimately responsible. Technical errors will be solved within a maximum of one month.
When starting on existing software, The Client should either make sure it is up to the standards of Solid Web Code, with which we can help at fixed prices, or waive any liability and indemnity as is discussed in this article.
Article 13 Amendment of the General Terms and Conditions
Solid Web Code is entitled to amend the General Terms and Conditions unilaterally to the extent such amendments are reasonable. Amendments will also apply to existing Agreements. Solid Web Code will inform the Client by email about any amendments.
The amendments to the General Terms and Conditions will be in force thirty days after the Client is informed of such amendments.
Should a Client disagree with the announced amendments, such Client and Solid Web Code are both entitled to terminate the Agreement.
Article 14 Other
If Solid Web Code does not require strict compliance to these General Terms and Conditions, this will not mean that the provisions of the General Terms and Conditions will not apply, or that Solid Web Code to any degree would lose the right in other cases to demand the strict compliance of these General Terms and Conditions.
In deviation of the statutory limitation period, a limitation period of one year applies to all claims against Solid Web Code.
Article 15 Governing law and Jurisdiction
The laws of The Netherlands are exclusively applicable to all legal relationships to which Solid Web Code is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.
Disputes between Solid Web Code and the Client will only be submitted to the competent court in the Netherlands, unless statutory laws of The Netherlands prescribe otherwise.
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