Legal

General terms for services (B2B)

These terms apply to the development, consultancy and other services of 1Vision365 for business clients. They apply from 1 September 2023.

Dutch original (PDF)

Courtesy translation. The Dutch text, Algemene voorwaarden voor dienstverleners (B2B), is the original. These terms apply to the services of 1Vision365. The terms for apps bought through AppSource are the software license terms.

Article 1 – Definitions

1Vision365 B.V., established in Utrecht, Chamber of Commerce number 98203045, is referred to in these general terms as the service provider.
The counterparty of the service provider is referred to in these general terms as the client.
The parties are the service provider and the client together.
The agreement means the agreement for services between the parties.

Article 2 – Applicability of the general terms

These terms apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider.
Deviations from these terms are only possible if the parties have expressly and in writing agreed so.
For the service provider, the agreement always contains best-efforts obligations, not obligations to achieve a result.

Article 3 – Payment

Invoices must be paid within 14 days of the invoice date, unless the parties have agreed otherwise in writing or another payment term is stated on the invoice.
Payments are made without any right to suspension or set-off, by transfer of the amount due to the bank account specified by the service provider.
If the client does not pay an invoice within the agreed term, the client is in default by operation of law, without any notice of default being required. From that moment the service provider is entitled to suspend its obligations until the client has met its payment obligations.
If the client remains in default, the service provider will proceed to collection. The costs of collection are for the account of the client. If the client is in default, the client owes, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider. The collection costs are calculated on the basis of the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
In the event of liquidation, bankruptcy, attachment or suspension of payments of the client, the claims of the service provider on the client are immediately due and payable.
If the client refuses to cooperate in the execution of the assignment by the service provider, the client is still obliged to pay the agreed price to the service provider.

Article 4 – Offers and quotations

Offers of the service provider are valid for one month at most, unless a different acceptance period is stated in the offer. If the offer is not accepted within that period, it lapses.
Delivery times in quotations are indicative and, if exceeded, do not entitle the client to dissolve the agreement or to compensation, unless the parties have expressly and in writing agreed otherwise.
Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.

Article 5 – Prices

The prices stated on offers, quotations and invoices of the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise.
The prices of goods are based on the cost prices known at that moment. Increases in these, which the service provider could not foresee when making the offer or when the agreement was concluded, may give rise to price increases.
For services, the parties may agree a fixed price when the agreement is concluded.
If no fixed price has been agreed, the rate for the services may be determined on the basis of the hours actually spent. The rate is calculated according to the service provider's usual hourly rates in force during the period in which the work is performed, unless a different hourly rate has been agreed.
If no rate based on hours actually spent has been agreed, an indicative price is agreed for the services, from which the service provider is entitled to deviate by up to 10%. If the indicative price turns out more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case the client has the right to let that part of the assignment lapse which exceeds the indicative price plus 10%.

Article 6 – Price indexation

The prices and hourly rates agreed when the agreement was entered into are based on the price level applied at that time. The service provider has the right to adjust the fees charged to the client annually as of 1 January.
Adjusted prices, rates and hourly rates will be communicated to the client as soon as possible.

Article 7 – Provision of information by the client

The client makes all information relevant to the execution of the assignment available to the service provider.
The client is obliged to make available all data and documents that the service provider considers necessary for the correct execution of the assignment, in good time and in the desired form and manner.
The client is responsible for the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, unless the nature of the assignment dictates otherwise.
The client indemnifies the service provider against any damage, in whatever form, resulting from failure to comply with the first paragraph of this article.
If and insofar as the client so requests, the service provider returns the relevant documents.
If the client does not make the data and documents requested by the service provider available, or not in time or not properly, and the execution of the assignment is delayed as a result, the resulting extra costs and extra fees are for the account of the client.

Article 8 – Withdrawal of the assignment

The client is free to terminate the assignment to the service provider at any time.
If the client withdraws the assignment, the client is obliged to pay the service provider's fee due and the costs incurred.

Article 9 – Execution of the agreement

The service provider executes the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship.
The service provider has the right to have work performed by third parties.
Execution takes place in mutual consultation and after written approval and payment of any agreed advance payment.
It is the responsibility of the client that the service provider can start the assignment in good time.

Article 10 – Duration of the agreement

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

Article 11 – Amendment of the agreement

If during the execution of the agreement it turns out that, for proper execution of the assignment, the work to be performed needs to be changed or supplemented, the parties will amend the agreement accordingly, in good time and in mutual consultation.
If the parties agree that the agreement is changed or supplemented, the time of completion may be affected. The service provider will inform the client of this as soon as possible.
If the change of or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
If the parties have agreed a fixed fee, the service provider will indicate to what extent the change or addition results in this fee being exceeded.

Article 12 – Force majeure

In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure of the service provider to perform any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the service provider's will, as a result of which performance of its obligations towards the client is wholly or partly prevented, or as a result of which performance of its obligations cannot reasonably be required of the service provider. Such circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather and work stoppages.
If a situation as referred to above occurs as a result of which the service provider cannot meet its obligations towards the client, those obligations are suspended for as long as the service provider cannot meet them. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing, wholly or partly.
In the case referred to in the second paragraph of this article, the service provider is not obliged to compensate any damage, even if the service provider derives any benefit from the force majeure situation.

Article 13 – Set-off

The client waives the right to set off a debt to the service provider against a claim on the service provider.

Article 14 – Suspension

The client waives the right to suspend performance of any obligation arising from this agreement.

Article 15 – Transfer of rights

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is a stipulation with proprietary effect as referred to in article 3:83, paragraph 2 of the Dutch Civil Code.

Article 16 – Expiry of the claim

Any right to compensation for damage caused by the service provider lapses in any case 12 months after the event from which the liability arises, directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 17 – Warranty

The parties have entered into an agreement of a service nature, which for 1Vision365 contains only a best-efforts obligation and therefore no obligation to achieve a result.

Article 18 – Insurance

The client undertakes to adequately insure, and keep insured, goods supplied that are necessary for the execution of the underlying agreement, as well as goods of the service provider present at the client's premises and goods supplied under retention of title, against fire, explosion and water damage as well as theft, among other things.
At the first request, the client shows the policy of these insurances to the service provider.

Article 19 – Liability for damage

The service provider is not liable for damage arising from this agreement, unless the service provider caused the damage intentionally or through gross negligence.
If the service provider owes compensation to the client, the damage does not amount to more than the fee.
Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible under the relevant policy.
The limitation of liability also applies if the service provider is held liable for damage that arises directly or indirectly from the improper functioning of equipment, software, data files, registers or other items used by the service provider in the execution of the assignment.
The liability of the service provider for damage resulting from intent or deliberate recklessness of the service provider, its managers or subordinates is not excluded.

Article 20 – Liability of the client

If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be the client in a private capacity. This requires that the natural person can be regarded as the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it was made out, at the client's request or not, to a legal entity, to the client as a natural person, or to both.

Article 21 – Indemnification

The client indemnifies the service provider against all claims of third parties relating to the goods and/or services supplied by the service provider.

Article 22 – Duty to complain

The client is obliged to report complaints about the work performed to the service provider immediately in writing. The complaint contains as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately.
A complaint can in no case lead to the service provider being obliged to perform work other than that which was agreed.

Article 23 – Retention of title, right of suspension and right of retention

Goods and parts present at the client's premises and goods and parts supplied remain the property of the service provider until the client has paid the full agreed price. Until then, the service provider can invoke its retention of title and take back the goods.
If the agreed advance payments are not made, or not on time, the service provider has the right to suspend the work until the agreed part has been paid. This constitutes creditor's default. A late delivery cannot in that case be held against the service provider.
The service provider is not authorised to pledge goods subject to its retention of title, nor to encumber them in any other way.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The goods will then not be delivered until the client has paid in full and as agreed.
In the event of liquidation, insolvency or suspension of payments of the client, the obligations of the client are immediately due and payable.

Article 24 – Intellectual property

Unless the parties have agreed otherwise in writing, the service provider retains all absolute intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) in all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.
The absolute intellectual property rights mentioned may not be copied, shown to third parties and/or made available or otherwise used without the written permission of the service provider.
The client undertakes to keep confidential the confidential information made available to it by the service provider. Confidential information in any case includes that to which this article relates, as well as company data. The client undertakes to impose on its staff and/or third parties involved in the execution of this agreement a written duty of confidentiality along the lines of this provision.

Article 25 – Confidentiality

Each of the parties keeps secret the information it receives (in whatever form) from the other party and all other information concerning the other party that it knows or can reasonably suspect to be secret or confidential, or information of which it can expect that its dissemination may cause damage to the other party, and takes all necessary measures to ensure that its staff also keep the said information secret.
The duty of confidentiality referred to in the first paragraph of this article does not apply to information:
1. that was already public at the time the recipient received it, or became public afterwards without a breach by the receiving party of a duty of confidentiality resting on it;
2. of which the receiving party can prove that it was already in its possession at the time it was provided by the other party;
3. that the receiving party has received from a third party who was entitled to provide this information to the receiving party;
4. that is disclosed by the receiving party on the basis of a legal obligation.
The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 26 – Penalty for breach of confidentiality

If the client breaches the article of these general terms on confidentiality, the client forfeits to the service provider an immediately payable penalty of € 5,000 for each breach and, in addition, an amount of € 500 for each day that the breach continues. This applies regardless of whether the breach can be attributed to the client. Moreover, no prior notice of default or legal proceedings are required for the penalty to be forfeited. Nor does there need to be any form of damage.
Forfeiture of the penalty referred to in the first paragraph of this article does not affect the other rights of the service provider, including its right to claim compensation in addition to the penalty.

Article 27 – Non-solicitation of staff

The client does not employ employees of the service provider (or of companies which the service provider has called upon in the execution of this agreement and who are or were involved in its execution). Nor does the client have them work for it in any other way, directly or indirectly. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties can, in good business consultation with each other, make other arrangements. These arrangements apply insofar as they have been laid down in writing.

Article 28 – Amendment of the general terms

1Vision365 is entitled to amend or supplement these general terms.
Amendments of minor importance can be made at any time.
1Vision365 will, as far as possible, discuss major substantive amendments with the client in advance.

Article 29 – Applicable law and competent court

Dutch law exclusively applies to every agreement between the parties.
The Dutch court in the district where 1Vision365 is established or has its practice or office has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily provides otherwise.

Article 30 – Attribution

These general terms were created with the help of Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).