ARTICLE 1 GENERAL TERMS AND CONDITIONS
1.1 The general terms and conditions of Pro Contact B.V., hereafter referred to as: “General Terms and Conditions”, are to be applied to all offers brought by Pro Contact B.V., hereafter referred to as: “Pro Contact” and to all their concluded agreements with which they perform services or activities.
1.2 Any general terms and conditions of the other party, hereinafter: “Client”, shall apply only when agreed upon explicitly and in writing that they apply to the exclusion of the General Conditions.
1.3 Alle door Pro Contact op enigerlei wijze verstrekte offertes zijn vrijblijvend, tenzij anders is aangegeven. All offers made by Pro Contact in any way are without obligation, unless otherwise stated.
1.4 Prices do not include sales tax (VAT), unless otherwise stated.
ARTICLE 2 PAYMENTS
2.1 Unless the parties agree otherwise in writing, payment must be made within 14 days of the invoice date to the bank account number indicated in the invoice.
2.2 The date of payment is the date on which the amount due was credited to the Pro Contact bank account. The Client is not allowed to suspend payment or to invoke set-off on account of (alleged) counterclaims by the Client.
2.3 If the term of payment as referred to in the first paragraph of this article is exceeded, the Client shall be in default by law and the Client shall, without further notice, be liable to Pro Contact for a composite interest of 1% per month on the outstanding invoice(s). In this case, the client shall also be liable for the costs of obtaining payment outside the legal court, at the level of 15% of the unpaid invoice(s).
2.4 The judicial costs made by Pro Contact will be charged to the Client. The judicial costs shall consist of all costs of legal and procedural assistance incurred during a judicial procedure, even if these costs exceed the liquidation rate.
ARTIKEL 3 IMPLEMENTATION AGREEMENT
3.1 Pro Contact will endeavor to perform its services with care, if necessary in accordance with the agreements and procedures agreed with the Client in writing. All services of Pro Contact are executed as agreement of assignment as referred to in article 7:400 of the Dutch Civil Code based on an obligation to exercise.
3.2 If the data required for the execution of the agreement have not been made available by the Client to Pro Contact in time, Pro Contact has the right to suspend the execution of the agreement.
3.3 The time limits for the provision of a service or the execution of work are not fatal. If Pro Contact has not performed in time, it must be set in default in writing and a period of 14 days should be awarded to fulfill its obligations. Only if Pro Contact fails to fulfill its obligations even after the expiry of that additional 14-day period can there be a failure in the performance of the agreement by Pro Contact.
ARTIKEL 4 COMPLAINTS
4.1 If Pro Contact does not (fully) comply with the agreement or the performance of Pro Contact does not meet the expectations of the Client, the Client must immediately complain in writing to Pro Contact.
4.2 A claim by the Client against Pro Contact shall expire if it has not been submitted in writing and motivated to Pro Contact within one month after the Client was, or could reasonably have been familiar with the facts on which he bases his claim.
4.3 Complaints regarding any Pro Contact invoice must be submitted in writing to Pro Contact within 7 calendar days of the date of invoice dispatch. The burden of proving that a complaint has been lodged in time rests with the Client. After the 7 calendar days mentioned above, complaints are no longer dealt with and the liability of the invoice is irrevocably fixed. A complaint does not disclaim the payment obligation of the Principal.
4.4 If Pro Contact pays attention to a complaint outside the cases described in this article, this is completely non-compulsory and the Client cannot derive any rights from it.
ARTIKEL 5 LIABILITY
5.1 Pro Contact can only be liable for direct damage. Pro contact is never liable for indirect damage.
5.2 By direct damage is meant exclusively: the incurred or to be incurred costs in order to (still) have the services or activities performed properly under the agreement.
5.3 Indirect injury means any damage not covered by the definition of direct damage as referred to in paragraph 2 of this Article. Indirect damage (therefore) includes, but is not limited to, loss of revenue, lost profits and lost savings.
5.4 If Pro Contact is liable for direct damage, then that liability is limited to a maximum of twice the invoice amount of the order, at least, twice the invoice amount for the part of the contract to which the liability relates.
5.5 Any claim for damages against Pro Contact will be terminated by the mere expiration of 12 months after the occurrence of the claim.
5.6 The liability limitations set forth in these General Terms and Conditions shall not apply if damage is intentionally caused or caused by the deliberate recklessness of Pro Contact or its operator(s).
ARTIKEL 6 LIMITATIONS
6.1 By way of derogation from the statutory limitation periods, the limitation period of all claims and defenses against Pro Contact shall be one year.
ARTIKEL 7 DURATION AND CANCELLATION
7.1 Within the initial term of the contract as mentioned in the order confirmation, the Client cannot cancel mid-term.
7.2 At the end of the initial term of the contract, the cooperation is automatically and tacitly renewed for an indefinite period of time. In the renewal period, the Client may terminate mid-term with due observance of one calendar month.
ARTIKEL 8 SUSPENSION AND DISSOLUTION
8.1 Pro Contact has the right to suspend performance of the agreement or to dissolve the agreement, without prejudice to its right to claim damages, if seizure is made on the goods of the Principal, if the Client is granted a suspension of payment or if the Client is declared bankrupt and if the Client fails to comply with the agreement.
8.2 If one of the events mentioned in the first paragraph of this article occurs, all claims of Pro Contact to the Client for any reason will become immediately due and payable.
ARTIKEL 9 INTELLECTUAL PROPERTY
9.1 The (intellectual) ownership of all files, customer data and market data provided by the Client and all other business-unique confidential data is the property of the Client.
9.2 The intellectual property rights of all content developed by Pro Contact for online recruitment and sales campaigns, including but not limited to the content of social media campaigns, social media texts, photographs, videos, images, animations, job descriptions, sales pitches and websites are exclusively for Pro Contact.
ARTIKEL 10 NON-TAKEOVER CLAUSE
10.1 From the start until two years after the term of the agreement, the Client shall in no way employ Pro Contact employees, or let them work for the client directly or indirectly, except after written permission of Pro Contact.
10.2 The Client shall be in default by law by the mere violation of the provisions of paragraph 1 of this article and shall forfeit to Pro Contact a penalty of € 50.000,- per violation, payable immediately without prejudice to the right of Pro Contact to claim damages from the Client.
ARTIKEL 11 PROCESSING PERSONAL DATA
11.1 As far as personal data are processed within the framework of the provision of the services, such personal data will be processed in a proper and careful manner and in accordance with the General Regulation Data Protection.
11.2 Technical and organizational measures will be taken to protect personal data from loss or any other form of unlawful processing, taking into account the state of the technique and the nature of the processing.
ARTIKEL 12 JURISDICTION AND APPLICABLE LAW
12.1 All offers and agreements are governed exclusively by Dutch law.
12.2 The court of Amsterdam shall have exclusive jurisdiction to take cognizance of disputes, unless the law requires otherwise. Nevertheless, Pro Contact has the right to submit the dispute to the court competent under the law.