Version 3.0 — January 01, 2023
1. Baas & Baas Online Marketing B.V., based in Amsterdam, Chamber of Commerce number 86904159, is referred to as a service provider in these general terms and conditions.
2. The other party of the service provider is referred to as the client in these general terms and conditions.
3. The parties are service provider and client together.
4. The agreement means the service agreement between the parties.
1. These terms and conditions apply to all offers, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.
2. Deviating from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.
3. The agreement always contains best efforts obligations for the service provider, not obligations for results.
1. Baas & Baas has a pre-billing policy. Invoices must be paid within 14 days of the invoice date, unless the parties have made other agreements about this in writing or the invoice states a different payment term.
2. Payments are made without any recourse to suspension or set-off by transferring the amount due to the bank account number specified by the service provider.
3. If the client does not pay an invoice within the agreed period, he will be in default by operation of law, without the need for any reminder. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled its payment obligations.
4. If the client remains in default, the service provider will proceed with collection. The costs related to that collection are borne by the client. When the client is in default, in addition to the principal sum, he also owes statutory (commercial) interest, extrajudicial collection costs and other damage to the service provider. The collection costs are calculated on the basis of the Extrajudicial Collection Costs Reimbursement Decree.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the service provider's claims against the client are immediately due and payable.
6. If the client refuses to cooperate in the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider.
1. The service provider's offers are valid for a maximum of 2 months, unless the offer specifies another term of acceptance. If the offer is not accepted within that specified period, the offer will expire.
2. Delivery times in offers are indicative and, if they are exceeded, do not entitle the client to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotes do not automatically apply to backorders. The parties must agree to this explicitly and in writing.
1. The prices stated on the service provider's offers, offers and invoices do not include VAT and any other government levies, unless explicitly stated otherwise.
2. The prices of goods are based on the cost prices known at that time. Increases in this, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
3. With regard to the service, the parties can agree on a fixed price when concluding the agreement.
4. If no fixed price has been agreed, the rate for the service can be determined on the basis of the hours actually spent. The rate is calculated in accordance with the service provider's usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
5. If no rate has been agreed on the basis of the actual spent hours, a target price will be agreed for the service, with the service provider entitled to deviate from this by up to 10%. If the target price is more than 10% higher, service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel part of the order that exceeds the target price plus 10%.
1. The prices and hourly wages agreed upon when entering into the agreement are based on the price level used at that time. The service provider has the right to adjust the fees to be charged to the client annually as of 1 January.
2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.
1. The client makes all information relevant to the execution of the assignment available to the service provider.
2. The Client is obliged to provide all information and documents that the service provider deems necessary for the correct execution of the order, in a timely manner and in the desired form and manner
3. The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they come from third parties, unless the nature of the assignment dictates otherwise.
4. The client indemnifies the service provider against any damage in any form resulting from failure to comply with the provisions of paragraph 1 of this article.
5. If and insofar as the client requests this, the service provider will return the relevant documents.
6. If the client does not, not timely or properly, provide the information and documents required by the service provider and if the execution of the order is therefore delayed, the resulting additional costs and additional fees will be borne by the client.
1. The client is free to terminate the assignment to the service provider at any time.
2. When the client withdraws the order, the client is obliged to pay the service provider's salary and expenses incurred.
1. Service provider will execute the agreement to the best of its ability and in accordance with the requirements of good workmanship.
2. Service provider has the right to have work carried out by third parties.
3. The execution takes place by mutual agreement after written agreement and payment of any agreed advance.
4. It is the responsibility of the client that the service provider can start the assignment on time.
1. The agreement between client and service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If the parties have agreed on a period of time for the completion of certain activities within the term of the agreement, this is never a fatal period. If this period is exceeded, the client must give the service provider notice of default in writing.
1. If, during the execution of the agreement, it appears that it is necessary for the proper execution of the assignment to change or supplement the work to be performed, the parties will amend the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client about this as soon as possible.
3. If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client about this in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.
1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by the service provider in fulfilling any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the service provider's control, which prevents the fulfillment of its obligations towards the client in whole or in part or as a result of which the service provider cannot reasonably be required to fulfil its obligations. non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
2. If a situation such as the above occurs as a result of which the service provider cannot meet its obligations towards the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to terminate the agreement in whole or in part in writing.
3. In the event referred to in paragraph 2 of this article, the service provider is not obliged to pay compensation for any damage, even if the service provider enjoys any advantage as a result of the force majeure situation.
The client waives its right to set off a debt to the service provider against a claim against the service provider.
The Client waives the right to suspend compliance with any obligation arising from this agreement.
Any party's rights under this Agreement cannot be transferred without the other party's prior written consent. This provision is considered a clause with property law effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.
Any right to compensation for damage caused by the service provider expires 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.
The parties have entered into a service agreement, which only contains an obligation to do everything for Baas & Baas Online Marketing B.V. and therefore no obligation to achieve results.
1. The client undertakes to adequately insure and keep insured goods supplied that are necessary for the execution of the underlying agreement, as well as items from the service provider that are present at the client's premises and goods that are delivered under retention of title against, among other things, fire, explosion and water damage as well as theft.
2. At first request, the Client will provide the policy for these insurances for inspection.
1. The service provider is not liable for damage resulting from this agreement, unless the service provider caused the damage intentionally or with gross negligence.
2. In the event that the service provider owes compensation to the client, the damage does not exceed the fee.
3. Any liability for damage resulting from or related to the execution of an agreement is always limited to the amount paid out by the (professional) liability insurance (s) taken out in the relevant case. This amount is increased by the amount of the deductible under the relevant policy.
4. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of the equipment, software, databases, registers or other items used by the service provider in carrying out the order.
5. The liability of the service provider for damage resulting from intent or deliberate recklessness on the part of the service provider, his supervisor or subordinates is not excluded.
1. In the event that an order is issued by more than one person, each of them is jointly and severally liable for the amounts due to the service provider under that order.
2. If an order is issued directly or immediately by a natural person on behalf of a legal person, this natural person can also be a client privately. This requires that this natural person can be considered as the (co) policymaker of the legal person. In the event of non-payment by the legal person, the natural person is therefore personally liable for payment of the invoice, regardless of whether it was made in the name of a legal person or in the name of the client as a natural person or both of them, whether or not at the request of the client.
The client indemnifies the service provider against all third-party claims related to the goods and/or services provided by the service provider.
1. The client is obliged to report complaints about the work performed immediately in writing to the service provider. The complaint contains a description of the shortcoming as detailed as possible, so that the service provider is able to respond appropriately.
2. In any case, a complaint cannot mean that the service provider can be held to perform activities other than those agreed.
1. The goods and parts delivered to the client remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a creditor default. In that case, a late delivery cannot be held against the service provider.
3. The service provider is not authorized to pledge or encumber the goods subject to its retention of title in any other way.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid by agreement, the service provider has the right of retention. The item will then not be delivered until the client has paid in full and in accordance with the agreement.
5. In the event of the client's liquidation, insolvency or suspension of payment, the client's obligations are immediately due and payable.
1. Unless the parties have agreed otherwise in writing, the service provider reserves all absolute intellectual rights (including copyright, patent law, trademark law, drawing and design law, etc.) to all designs, drawings, writings, carriers with data or other information, quotes, images, sketches, models, models, etc.
2. The mentioned intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way without written permission from the service provider.
3. The client undertakes to maintain the confidentiality of the confidential information provided to him by the service provider. Confidential information includes at least what this article relates to, as well as company details. The Client undertakes to impose a written confidentiality obligation on its staff and/or third parties involved in the execution of this agreement for the purpose of this provision.
1. Each party keeps the information it receives (in any form) from the other party and any other information about the other party that it knows or can reasonably suspect is secret or confidential, or information that it can expect to cause harm to the other party, secret and takes all necessary measures to ensure that its staff also keeps the said information confidential.
2. The confidentiality obligation referred to in paragraph 1 of this article does not apply to information:
1. who was already public or subsequently became public at the time the recipient received this information without a breach by the receiving party of an obligation of confidentiality
2. which the receiving party can prove that this information was already in its possession at the time of provision by the other party
3. that the receiving party received from a third party where that third party was entitled to provide this information to the receiving party
4. that is made public by the receiving party on the basis of a legal obligation
3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.
1. If the client violates the article of these general terms and conditions on confidentiality, the client will incur an immediately due and payable penalty of €5,000 for each violation and an amount of €500 for each day that the violation continues. This is regardless of whether the offence can be attributed to the client. In addition, the forfeiture of this fine does not require prior notice of default or legal proceedings. There also does not have to be any form of damage.
2. The forfeiture of the penalty referred to in paragraph 1 of this article does not affect the service provider's other rights, including his right to claim compensation in addition to the penalty.
The Client does not hire employees of the service provider (or companies that the service provider has used to implement this agreement and who are (were) involved in the execution of the agreement). He also does not otherwise let them work for them directly or indirectly. This prohibition applies during the term of the agreement up to one year after its termination. There is one exception to this ban: parties can make other agreements with each other in good business consultation. These agreements apply insofar as they have been laid down in writing.
1. Baas & Baas Online Marketing B.V. is entitled to change or supplement these terms and conditions.
2. Minor changes can be made at any time.
3. Major changes in content will be discussed with the customer in advance as much as possible by Baas & Baas Online Marketing B.V..
1. Any agreement between the parties is governed exclusively by Dutch law.
2. The Dutch court in the district where Baas & Baas Online Marketing B.V. is located/practices
/kantoor houd is exclusively authorized to hear any disputes between the parties, unless the law requires otherwise.
These terms and conditions apply from: January 1, 2023
