cityguidedelft

Terms and Conditions

Article 1. Definitions

Contractor: StadsgidsDelft, registered with the Chamber of Commerce under the number 5463382.
Client: the natural or legal person on whose instructions services are provided and/or work is performed and/or goods are delivered.
Agreement: the agreement concluded between Contractor and Principal regarding the provision of services and/or performance of work and/or delivery of goods.

Article 2. General

The Agreement is formed by these general terms and conditions together with the order confirmation signed by the Client and the Contractor.
These general terms and conditions apply to every offer, quotation and Agreement between Contractor and Client, insofar as these terms and conditions have not been explicitly deviated from by the parties.
The applicability of any purchase and or other conditions of the Client is expressly rejected.
If one or more provisions of these general terms and conditions are annulled or declared null and void in whole or in part by the court at any time, this shall not affect the effect of the remaining provisions.

Article 3. Quotations and offers

All quotations and offers of the Contractor are without obligation, unless the quotation or offer stipulates an acceptance period. If no acceptance period has been set, no rights whatsoever may be derived from the quotation or offer.
Quotes from the Contractor are based on the information provided by the Principal. Client guarantees that he/she has provided all essential information for the design, execution and completion of the assignment to Contractor in a timely and truthful manner.
Contractor cannot be held to a quotation or offer if Client can reasonably understand that (part of) the quotation and offer contains an obvious mistake or clerical error.
A composite quotation and offer does not oblige the Contractor to perform part of the quotation and offer at a corresponding part of the quoted price.
Quotations and offers do not automatically apply to future orders.

Article 4. Prices

All prices are in euros, including V.A.T. and other government levies, as well as any costs to be incurred in the context of the Agreement, such as travel and other expenses, including but not limited to invoices from third parties engaged. The aforementioned costs shall be borne by the Principal.
If the Contractor agrees a fixed price with the Principal, the Contractor shall be entitled to increase this price, without the Principal in that case being entitled to dissolve the Agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in cost-determining factors such as the price of tickets, admission tickets, tourist tax, etc. or on other grounds that were not reasonably foreseeable at the time the Agreement was concluded.
If the price increase other than as a result of an amendment to the Agreement amounts to more than 10%, the Client is entitled to cancel the Agreement, provided this is done in writing within 14 days of receiving the adjusted price, unless the Contractor is still willing to execute the Agreement on the basis of the originally agreed price, the price increase results from a power or an obligation incumbent on the Contractor under the law or if it has been stipulated that the delivery will take place more than three months after the Agreement.
A cancellation as mentioned in the previous paragraph does not entitle the Principal to compensation for any damage. If the Principal cancels the Agreement, the Contractor is entitled to charge the Principal for all costs already incurred.

Article 5. Agreement

The Agreement is deemed to be concluded from the day of signature/email confirmation by the Contractor or the day of dispatch of the written and/or email confirmed order by the Contractor to the Client, respectively.
The Agreement is entered into for an indefinite period, unless it follows from the content, nature or tenor of the Agreement that it was entered into for a definite period.

Article 6. Execution of the Agreement

In performing his/her work, the Contractor shall exercise the care of a good Contractor.
With the Agreement, the Contractor assumes a best-efforts obligation and therefore does not guarantee the results of the assignment, unless explicitly stipulated otherwise.
The Contractor is entitled, to the extent required for the proper performance of the Agreement, to have part of the Agreement performed by third parties. The Contractor will only do so after consultation with the Principal.
The applicability of Sections 7:404, 7:407(2) and 7:409 of the Netherlands Civil Code is expressly excluded.
If a deadline is agreed within the term of the assignment for the completion of certain work, this shall never be a deadline for the Contractor. If the term of execution is exceeded, Principal shall give Contractor written notice of default.

Article 7. Changes to the assignment

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. Additional work is also involved if, as a result of the provision of incorrect or incomplete data by the Principal, the Contractor has to reorganise the planned work. The Contractor is entitled to charge the costs for additional work to the Principal on the basis of subsequent calculation.
Changes requested by the Principal in the fulfilment of the Agreement after the assignment has been issued must be notified to the Contractor by the Principal in good time and in writing. An amendment or addition to the Agreement is only valid if accepted by both the Contractor and the Principal (preferably in writing).
Changes made to an order already issued may result in the originally agreed delivery time being exceeded by the Contractor.

Article 8. Cooperation of the Client

The Client shall always provide the Contractor, solicited and unsolicited, with all relevant information that he/she requires for the correct execution of the assignment given to him/her.
If data necessary for the execution of the agreed assignment are not made available by the Principal, not in time or not in accordance with the arrangements made, or if the Principal has not fulfilled his/her (information) obligations in any other way, the Contractor is authorised to suspend the execution of the Agreement.
In order for the execution of the assignment to proceed properly and as much as possible according to the time schedule, the Principal shall make employees of his/her own organisation available in good time, unless the nature of the assignment dictates otherwise. The Client shall ensure that his/her staff has the right skills and experience to perform the work.
If and to the extent requested by the Contractor, the Principal shall provide the Contractor at his/her premises with his/her own working space with telephone connection and, if desired, a fax and/or data network connection, free of charge, unless the nature of the assignment dictates otherwise.
If, as a result of Principal's failure to make personnel, requested data, documents and facilities available on time or properly, additional costs arise for Contractor, such costs shall be borne by Principal.

Article 9. Delivery and redelivery

Principal is obliged to accept the goods at the moment they are made available to him/her. If Principal refuses to take delivery or fails to provide information or instructions necessary for delivery, Contractor shall be entitled to store the goods at Principal's expense and risk.
The Contractor is entitled to perform the Agreement in several phases and to invoice the part thus performed separately.
Principal is obliged to examine the delivered goods (or have them examined) immediately after the goods have been made available to him/her.
The risk of loss, damage or decrease in value shall pass to Customer at the time of delivery of goods to Customer or third parties engaged by her/him.

Article 10. Retention of title

All items delivered by Contractor remain Contractor's property until Principal has fulfilled his/her (payment) obligations towards Contractor.
Items subject to retention of title may not be resold and may not be used as a means of payment. The Customer is also not authorised to pledge or encumber in any other way the goods falling under the retention of title.

Article 11. Termination/Cancellation

Either party may terminate the Agreement in writing at any time in the interim, subject to 5 days' notice, unless the parties have agreed otherwise.
If the Principal has decided to terminate the contract early, the Contractor is entitled to compensation on account of the resulting and plausible loss of capacity utilisation, whereby the average monthly invoice amount up to that point will be used as a starting point, unless the termination is based on facts and circumstances attributable to the Contractor.
In case either party becomes bankrupt, applies for suspension of payments or ceases its business operations, the other party has the right to terminate the Agreement early without observing a notice period.
In the event of early termination by the Contractor, the Client shall be 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 involves additional costs for the Contractor, these will be charged to the Principal.
If the agreement is cancelled within the stipulated period of 5 days (before the date of execution of the order), the Principal owes the Contractor the full invoice amount, unless agreed otherwise.

Article 12. Power of dissolution and/or suspension

The Contractor is authorised to suspend the fulfilment of his/her obligations or dissolve the Agreement if:

Principal does not fulfil the obligations under the Agreement, or does not do so in full or on time, or Contractor has good reason to fear that Principal will fail in those obligations;
Principal was requested to provide security for the fulfilment of his/her obligations under the Agreement when the Agreement was concluded and this security is not provided or is insufficient;
there is (an application for) liquidation of the Client, the Client has been granted suspension of payments, the Client is declared bankrupt, the Client is declared subject to the Dutch Natural Persons Debt Rescheduling Act (Wet Schuldsanering Natuurlijke Personen) or the Client is placed under guardianship, the Client loses the free disposal of all or part of his/her assets or income, the Client sells his/her company or if the Client's assets are seized and this seizure has not been lifted within 3 months.

The Contractor is also authorised to dissolve the Agreement if circumstances arise which are of such a nature that fulfilment of the Agreement is impossible or if other circumstances arise which are of such a nature that the Contractor cannot reasonably be required to maintain the Agreement unamended.
If Contractor proceeds with suspension or dissolution, it shall in no way be obliged to pay compensation for damage or costs incurred in any way.
If the Contractor proceeds to dissolve the Agreement, the Contractor's claims against the Principal shall be immediately due and payable.
If the dissolution is attributable to the Principal or the Contractor has to suspend the performance of the Agreement as mentioned in this article and/or under article 8.2 of these general terms and conditions, the Principal is obliged to compensate the Contractor for the direct and indirect damage and costs incurred as a result.
The Contractor may at any time require further security, failing which the Contractor may suspend the fulfilment of the Agreement. If this demand is not complied with to the satisfaction of the Contractor, the Contractor is entitled to suspend or refuse to perform all Agreements with the Principal, without being liable to pay any compensation himself/herself and without even waiving his/her other rights under this Agreement or the law.

Article 13. Terms of payment

Payment shall be made within 14 days of the invoice date in a manner to be indicated by the Contractor in euros, unless explicitly agreed otherwise.
If Client fails to make timely payment, he/she shall be in default by operation of law and Client shall owe statutory (commercial) interest. Client shall then owe interest on each month, or part of the month, whereby a part of the month shall be regarded as the whole month. The interest on the amount due and payable will be calculated from the moment Client is in default until the moment of payment of the amount due in full.
From the moment the Customer is in default, the Customer shall also be obliged to reimburse all (extra)judicial costs to be incurred and execution costs related to the collection of the invoiced amounts. The extrajudicial costs are set at 15% of the principal sum, with a minimum of €40,00 excluding VAT, unless the law provides otherwise.
Payments shall first be applied to reduce the costs, then the interest due and finally the principal sum and current interest.
Octrooibureau Novopatent may, without thereby being in default, refuse an offer of payment if Principal designates a different order for the allocation of payment. Octrooibureau Novopatent may refuse full repayment of the principal sum, if said repayment does not include accrued and current interest and collection costs.
Complaints concerning 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 considered and Principal's right to complain will lapse. The Principal shall never be entitled to set off any amount owed by him/her to the Contractor.

Article 14. Complaints and investigation

If Principal does not complain in writing to Contractor within 8 days after he/she discovered or should have discovered a defect in Contractor's performance, Principal can no longer invoke this defect.
Client shall not be entitled to suspend his/her (payment) obligations if Client believes he/she has any right of claim.
Client should give Contractor the opportunity to investigate a complaint (or have it investigated).
In the event of well-founded and timely complaints, Contractor shall, at its discretion, either repair or replace the delivered goods in exchange for the return of the originally delivered goods, or pay a substitute compensation to Principal or credit a proportionate part of the invoice.
If it is established that a complaint is unfounded, the costs incurred by Octrooibureau Novopatent in this respect shall be borne in full by Principal.

Article 15. Force majeure

If the Contractor cannot fulfil his/her obligations under the Agreement or cannot fulfil them on time or properly due to a cause not attributable to him/her, those obligations will be suspended until the time the Contractor is still able to fulfil them in the agreed manner. Force majeure shall in any case include illness on the part of the Contractor.
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 authorised to dissolve the Agreement without any right of the Principal to compensation. What has already been performed under the Agreement will then be settled proportionately.

Article 16. Liability

Octrooibureau Novopatent shall not be liable for any loss or damage, of whatever nature, caused by the fact that Octrooibureau Novopatent relied on incorrect and/or incomplete data provided by or on behalf of the Client.
Participation in tours, group outings or game programmes organised by the Contractor is entirely at your own risk and responsibility.
When the Client takes a package, the general terms and conditions of performing third parties such as restaurants, museums and churches, apply to relevant parts.
Should the Contractor be liable for any damage, the Contractor's liability shall be limited to a maximum of the invoice amount, or at least that part of the amount to which the liability relates.
The Contractor's liability shall in any case always be limited to the amount paid by his/her insurer in the relevant case.
The contractor shall only be liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor's faulty performance meet the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions.
The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence of the Contractor or his/her managerial subordinates.

Article 17. Confidentiality

The Principal and the Contractor undertake to keep confidential all confidential information they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been notified by the other party or if it arises from the nature of the information.
If, on the basis of a statutory provision or a judicial decision, the Contractor is obliged to disclose confidential information to third parties designated by law or by the competent court and the Contractor cannot invoke a right to privilege in this respect, the Contractor will not be obliged to pay compensation or indemnification and the Principal will not be entitled to dissolve the assignment on the grounds of any damage resulting from this.
Principal and Contractor shall impose their obligations under this article on any third parties to be engaged by them.

Article 18. Processing of Personal Data

1. As far as when performing work as part of the services of , personal data of a counterparty are processed, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and General Data Protection Regulation. refers to the Privacy Statement for further information. (Insert link here)

2. In addition to the previous paragraph 1, also notes that appropriate technical and organisational measures will be taken to protect personal data processed from a counterparty against loss or any other form of unlawful processing, taking into account the current state of the art and the nature of the processing.

Article 19. Intellectual property

All models, works and/or inventions developed by the Contractor for the Principal are and remain the Contractor's property. This also includes all intellectual property rights including, but not limited to, copyrights, design rights and/or patent rights.
All documents provided by Contractor for the benefit of Principal, such as reports, computer programs, system designs, working methods, recommendations and contracts, may be used by Principal and may be reproduced by Principal for his own use in his own organisation. Documents provided by Contractor may not be disclosed, reproduced or exploited by Principal without Contractor's prior written consent or disclosed to third parties, unless the nature of the documents provided dictates otherwise.

Article 20. Third-party indemnification

The Principal shall indemnify the Contractor against possible claims by third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Contractor.
The Principal is obliged to assist the Contractor both in and out of court if the Contractor is sued on the grounds of the first paragraph of this article and immediately do all that may be expected of him/her in that case. If Principal fails to take adequate measures, Contractor shall be entitled, without notice of default, to take such measures itself. All costs and losses incurred on the part of Octrooibureau Novopatent and third parties as a result shall be borne in full by the Principal.

Article 21. Due date

Notwithstanding the statutory limitation periods, the limitation period for all claims and defences of Principal against Contractor is one year.

Article 22. Contract takeover

The Principal is not entitled to transfer any obligations under the Agreement to third parties without the Contractor's written consent. Insofar as the Contractor may have already given written permission for a contract takeover, the Principal will at all times remain liable alongside such third party for the obligations under the Agreement of which these general terms and conditions form part.
Furthermore, to the extent that the Contractor has already given written permission for a contract takeover, the Principal must inform the Contractor thereof 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 liable for any compensation in this respect.

Article 23. Applicable law

All Agreements between Contractor and Client are governed exclusively 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 court with jurisdiction under 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 imperatively requires otherwise.

The undersigned hereby declares to have read and agree to the general terms and conditions.

Name: Randy Boerboom

Address: Herenstraat 114b 2271CL

Residence: Voorburg

Date: 04-06-2020

Signature:

Terms and Conditions

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