Article 1 Definitions

In these general terms and conditions, the following terms shall have the meanings assigned to them:

• Contractor: devx, located in Oosterbeek
• Client: the natural person or legal entity who has given devx the assignment to deliver any goods/services or perform work.
• Conditions: these general terms and conditions.

Article 2 Applicability

These general terms and conditions apply to all quotations, general offers, and agreements made by the contractor, regardless of whether they are related to or follow from quotations already made or agreements concluded.

Changes to or additions to these terms and conditions must be explicitly and in writing confirmed by the contractor.

If and to the extent that the client uses general terms and conditions, these shall only apply insofar as they do not conflict with these terms and conditions. In case of conflict or doubt, the client’s general terms and conditions shall not apply, and the contractor’s terms and conditions shall prevail.

Article 3 General Offers, Quotations, and Commencement of Work

All quotations and general offers by the contractor are non-binding.

Quotations are valid for three months from the date of issue, unless stated otherwise.

An agreement is concluded when the acceptance of the offer has been received by the contractor.

The contractor determines the manner in which the agreement is executed.

The contractor shall commence work under the agreement only after the written order confirmation sent by the contractor to the client has been signed by the client and received by the contractor.

Models, calculations, brochures, and similar materials provided by or on behalf of the contractor remain the property of the contractor, and the contractor retains all rights regarding intellectual property therein.

The client is responsible for all data, calculations, and documents provided by him and indemnifies the contractor against any claims from third parties in this regard.

If no agreement is concluded, the contractor is entitled to compensation for all costs incurred in preparing the quotation.

All quoted/agreed prices are exclusive of VAT.

Article 4 Execution of the Agreement

The contractor has the right to have certain work carried out by third parties without informing the client.

If and to the extent that there is a specific deadline for the performance of the agreement, this deadline is not binding, and the contractor will pursue this deadline reasonably. Exceeding this deadline shall never lead to any liability on the part of the contractor.

If the contractor is unable to perform the agreement because the client does not provide the necessary cooperation or otherwise impedes progress, the client is in default. In such cases, the contractor is entitled to compensation for damages suffered. The contractor is entitled to suspend the execution of the agreement, including the delivery of documents/products to the client or third parties, until the client has fulfilled all its obligations.

Article 5 Prices and Price Changes

The contractor has the right to suspend the execution of the agreement until the client has paid the advance invoiced by the contractor.

The contractor reserves the right to change the agreed prices if changes in one or more cost factors give rise to this after the conclusion of the agreement but before completion of the execution.

If the contractor exercises the right mentioned in paragraph 2 of this article, it shall inform the client thereof. The client then has the right to request the termination of the agreement in writing within two weeks if the price change leads to an increase of more than ten percent compared to the agreed price.

Article 6 Payment

The contractor has the right to invoice monthly or upon completion of the agreement. The contractor is entitled to request advance payment of the agreed price.

Payment by the client must be made within 14 days of the invoice date, without any right to discount or set-off, at the office of the contractor or by deposit into a bank or giro account designated by the contractor.

If the client has not paid within the period mentioned in paragraph 2 of this article, it is in default by operation of law without further notice of default, and from the due date until the date of full payment, the client shall owe interest of 1% per month.

If and to the extent that the client is in default with payment, as well as in case of bankruptcy, suspension of payments, or termination of its business, all amounts owed by the client to the contractor become immediately due and payable.

The contractor is entitled to set-off.

If the client fails to fulfill any obligation under the agreement, the resulting costs for the contractor shall be borne by the client. These costs include all judicial and extrajudicial costs, such as reminder, collection, legal counsel/attorney fees. The extrajudicial costs shall be at least 15% of the amount claimed, with a minimum of €150.00.

Article 7 Prohibition of Reproduction and/or Disclosure

The rights concerning the intellectual property relating to reports and other products of the contractor are reserved by the contractor. Without the express written permission of the contractor, the client is not entitled to disclose, exploit, or reproduce data from, or parts of, or extracts from reports, advice, contracts, and other products of the contractor in any way.

Article 8 Liability

The liability of the contractor for all direct damages of the client, related to or caused by a breach by the contractor in the performance of the agreement, is limited to the amount for which the contractor has insured itself with regard to such events and for which actual coverage is provided.

The contractor is not liable for any indirect damages resulting from or related to a breach in the performance of the agreement by the contractor.

The contractor has the right at all times to remedy the client’s damages.

The client indemnifies the contractor against all claims from third parties arising from or related to the agreement.

The contractor is not liable for data loss caused directly or indirectly by the contractor. The client is always responsible for backup.

Article 9 Complaints

The client must notify any complaints regarding the execution of the agreement and/or the invoice in writing within 30 days after the dispatch date of the productions and/or the invoice to the attention of devx. The latter will respond in writing.

Article 10 Confidentiality

Dutch law applies to all quotations from the contractor and agreements between the client and the contractor. All disputes arising between the parties (client and contractor) from the quotation and/or agreement to which these conditions apply or arising from agreements resulting therefrom shall be brought before the competent court in Haarlem, unless otherwise required by law.