Article 1. Definitions
1.1 General Terms and Conditions: all of the provisions included below;
1.2 Day: calendar day;
1.3 fixed-term agreement: the Service Level Agreement and / or an Agreement that extends to the regular delivery of products and or services during a certain period;
1.4 Delivery time; the period specified by the Contractor for the completion of the Performance or a part thereof to the Client
1.5 Netiquette: the generally accepted rules of conduct on the internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and future adjustments thereof.
1.6 Contractor: Crebos Nederland BV registered at the Chamber of Commerce under number 75746433;
1.7 Client: the party with whom the Contractor negotiates the formation of the Agreement and / or with whom the Contractor concludes the Agreement;
1.8 Agreement: the agreement (including the accompanying appendices) with regard to the performance of the Performance (including the associated appendices);
1.9 Performance: the performance to be performed by the Contractor on the basis of the Agreement consisting of: the delivery of goods and / or the execution of works and / or the performance of work and / or services and / or other work and related activities .
Article 2. Applicability / implementation
2.1 These General Terms and Conditions apply to all quotations, requests, offers, Agreements, orders, deliveries and other legal acts with regard to the Performance to be performed by the Contractor to the Client, unless explicitly agreed otherwise in writing.
2.2 Unless explicitly accepted in writing by the Contractor, the provisions or conditions applied by the Client and / or third parties do not apply.
2.3 In the event that the content of the Agreement differs from the content of these General Terms and Conditions, the content of the Agreement will prevail.
2.4 Prior to the conclusion of the final Agreement, the text of these General Terms and Conditions is made available to the Client. If this is not reasonably possible, the Contractor will indicate before the Contract is concluded how the General Terms and Conditions can be viewed at the Contractor's and that they will be sent free of charge by email as soon as possible.
2.5 The General Terms and Conditions are accessible to everyone and included on the website https://crebos.online
2.6 These General Terms and Conditions also apply to everyone who is engaged by the Contractor, and everyone for whose acts or omissions the Contractor is or may be liable.
2.7 The Client cannot derive any rights from any agreed deviations from these General Terms and Conditions for future Agreements.
Article 3. Offers
3.1 All offers made by the Contractor are entirely without obligation.
3.2 Offers from the Contractor are valid for the period specified in the offer. If no period is specified, the offer is valid for 14 Days after the date the offer was made. If an offer has a limited validity, or if it takes place under other conditions, this will be explicitly stated in the offer.
3.3 The price calculations and conditions included in the offer only apply to the specified Performance, work, products and or services.
3.4 Verbal promises only bind the Contractor after they have been explicitly confirmed in writing by the Contractor.
3.5 The Contractor's offer does not automatically apply to repeat orders for products, services, follow-up orders.
3.6 The Contractor cannot be held to its offer or offer and does not accept any liability if the Client should have understood that the offer or a part thereof contained an obvious mistake or error.
3.7 Additions, changes and / or further agreements are only valid if agreed in writing.
3.8 If it appears that the information provided by the Client in the offer or Agreement was incorrect, the Contractor has the right to adjust the prices or to dissolve the Agreement immediately.
Article 4. The Agreement
4.1 If the non-binding offer has been accepted by the Client, the Contractor has the right to withdraw the offer without delay after receipt of the acceptance.
4.2 If the Client has accepted the offer electronically, the Contractor will immediately confirm receipt of the acceptance of the offer electronically, subject to the provisions of paragraphs 1.3, 4, 5 and 6.
4.3 Insofar as the acceptance by the Client of an offer made by the Contractor deviates from the offer on any point, an Agreement will only be concluded at the moment that the Contractor confirms the conclusion and the content of the Agreement in writing.
4.4 If the communication was exclusively verbal, the Agreement will nevertheless come into existence at the moment that the Contractor actually starts the implementation of the Agreement or gives an order to third parties for this. In this case, the invoice is deemed to represent the contents of the Agreement fully and correctly.
4.5 The Contractor reserves the right, without stating reasons, not to accept the acceptance of an offer made by it or to accept it exclusively under the condition of payment in advance.
4.6 The Contractor can - within the law - inform itself whether the Client can meet its payment obligations, as well as all those facts and factors that are important for the responsible conclusion of the Agreement. If, on the basis of this investigation, the Contractor has grounds not to enter into the Agreement, the Contractor may refuse a request for a product, service or assignment or attach special conditions to the implementation, including, for example, the provision of collateral by the Client with regard to timely payment of its obligations arising from the Agreement.
4.7 If the Agreement is concluded electronically, the Contractor will take appropriate technical and organizational measures to secure the electronic transfer of data and for a secure web environment.
Article 5. The fixed-term agreement:
5.1 The fixed-term agreement, including at least the Service Level Agreements, is entered into as a standard for the period as stated in the fixed-term agreement:
5.2 In the event of a lack of clarity about the starting period of the fixed-term agreement:, the duration of the Agreement will be calculated from the date of signature. If the period is unclear, the agreed period is 12 (in words: twelve) months.
5.3 Until the end of the agreed duration period, the fixed-term agreement cannot be canceled without the remaining contract terms being settled.
5.4 At the end of the first contract period, as referred to in paragraphs 1 and 2, fixed-term agreement will always be tacitly extended by the same period the fixed-term agreement has been terminated in time by registered letter with due observance of a notice period of 2 (in words: two) months .
5.5 In the event of early termination of the fixed-term agreement, the Client must pay the full future periods.
5.6 The Contractor assumes the accuracy of all data and statements provided to it by the Client. The contractor is not obliged to do any further investigation into this.
5.7 If during the term of the fixed-term agreement a change takes place in the wage and / or other costs of the Contractor as a result of a change in the CAO concerned or as a result of laws, decisions or orders of a governmental nature, or if changes take place in the costs of the auxiliary materials, materials, means of transport and the like used, a price adjustment will take place.
Article 6. Obligations of the Contractor
6.1 The obligations arising from the Agreement are always performed by the Contractor on the basis of best efforts obligations.
6.2 Insofar as it has not been agreed otherwise in writing, the Contractor guarantees that the Agreement or the Performance will be performed to the best of its ability with due care and expertise.
6.3 The Contractor is authorized to engage third parties for the implementation of the Agreement or the Performance and to charge the costs thereof to the Client in accordance with the Agreement.
6.4 The Performance will be performed as specified in the Agreement, on the understanding that minor or minor changes made by the Contractor that do not affect the quality of the Performance are permitted.
6.5 The Contractor makes every effort to secure the data that the Client stores on the equipment of the Contractor in such a way that this data is not available to unauthorized persons. Client determines the desired availability of the stored data by setting access rights.
6.6 In the event of the service being unavailable, due to malfunctions, maintenance or other causes, the Contractor will immediately inform the Client about the nature and the expected duration of the interruption.
Article 7. Obligations of the Client
7.1 The Client will always immediately inform the Contractor in writing of any changes in name, address, e-mail and if requested and / or bank or giro number.
7.2 The Client will refrain from storing and / or distributing mp3, warez, racist, discriminatory and any other material that is prohibited by law. This does not include sending unsolicited e-mail (SPAM).
7.3 The Client will refrain from hindering other Clients or internet users or causing damage to the servers. The Client is forbidden to start processes or programs, whether or not via the server, of which the Client knows or can reasonably suspect that this hinders the Contractor and / or other Clients or internet users or causes damage. The Contractor will inform the Client of any measures.
7.4 The Client undertakes to cooperate with all that can be reasonably required to implement the Agreement, in order to give the Contractor the opportunity to perform the Performance ensuing from the Agreement. This also includes providing the Contractor with access to installations, networks or systems if necessary for the performance of the Performance.
7.5 The Client is obliged to supply sufficient material to the Contractor, so that the Contractor is made able to properly execute the Agreement. The material supplied by the Client to the Contractor consists of directly usable text, images, sound and / or video images in a common file format, unless agreed otherwise in writing between the Contractor and the Client.
7.6 By submitting material to the Contractor, the Client declares that all material provided by the Client to the Contractor is free from any rights of third parties, or that the Client has permission from the person (s) to have the material used by the Contractor at the Contractor. implementation of the Agreement.
7.7 The Client will adhere to the Netiquette at all times.
7.8 Without the consent of the Contractor, the Client is prohibited from transferring the username or user names and password or passwords provided by the Contractor to third parties.
Article 8. Performance
8.1 Before commencing the execution of the Performance, the Contractor may require that the Client declares its full and unconditional agreement with the specifications or design in writing. The Contractor is entitled to suspend the performance of the Performance until the moment that the Client fully and unconditionally agrees in writing with the specifications or the design.
8.2 The Client will deliver the materials required for recording or processing in a timely manner, with due observance of the terms and conditions specified in the Agreement and in a format to be determined by the Contractor.
8.3 If it has been agreed in writing between the Client and the Contractor that the Performance will be carried out in phases, the Contractor is entitled to postpone the commencement of the Performance that belongs to a phase until the Client has approved the results of the preceding phase in writing.
8.4 The Performance or a part thereof will be considered as accepted by the Parties:
8.5 if it has not been agreed between the Parties that the Client performs an acceptance test: upon delivery or, if an installation to be carried out by the Contractor has been agreed in writing, upon completion of the installation, or
8.6 if it has been agreed between the Parties that the Client carries out an acceptance test: on the first day after the test period, or
8.7 at the moment that the errors and / or defects mentioned in the acceptance test have been repaired, without prejudice to the presence of imperfections that do not prevent acceptance.
8.8 if the Client makes any use for productive or operational purposes before the moment of explicit acceptance, the Performance or part thereof will be considered fully accepted from the start of that use.
8.9 Acceptance of the delivered Performance or a part thereof may not be withheld on grounds that are not related to the specifications expressly agreed between the Parties and furthermore not because of the existence of minor errors, being errors that do not reasonably prevent operational or productive commissioning . Furthermore, acceptance may not be withheld due to aspects of the Performance or a part thereof that can only be assessed subjectively, such as style, aesthetic aspects and aspects relating to design.
8.10 Acceptance of the Performance or a part thereof, in one of the ways referred to in this article, means that the Contractor is discharged for the fulfillment of his obligations regarding the Performance to be delivered or a part thereof.
Article 9. Prices
9.1 Prices are not increased during the validity period stated in the offer, except for price changes as a result of changes in VAT rates and other levies applied by the government.
9.2 The Contractor is authorized to pass on price increases to the Client within 3 (in words: three) months after the conclusion of the Agreement if they are the result of statutory regulations or provisions.
9.3 The Contractor is authorized to pass on price increases to the Client if they occur 3 (in words: three) months after the conclusion of the Agreement. A price increase can arise from, among other things (not exhausting): increase in raw material prices, production costs, transport costs, operating costs, war, weather conditions, calamities, scarcity and the like.
9.4 All prices are in the indicated currency and exclusive of VAT, excise duties or other taxes or levies, costs of insurance, removal fee, import duties, packaging, shipping, delivery and transport. All these costs, unless otherwise agreed in writing in the Agreement, are for the account of the Client.
9.5 All prices on the website, offers and other documents of the Contractor are subject to manifest errors, and typing, printing and typing errors. No liability is accepted for the consequences of obvious errors, typing, printing and typing errors.
9.6 The prices stated on the Duration Agreement are prices per month and based on the price level at the time of signing the Agreement.
9.7 If there are start-up costs, these are one-time costs.
9.8 Additional costs for additional options are charged in advance.
Article 10. Delivery time
10.1 If a delivery period has been agreed, this period shall commence on the Day following the Day on which all information and data required in connection with the performance of the Performance are made available by the Client in the correct format and to the Client. other necessary formalities have been complied with and insofar as the installation, network or system to be designated by the Client needs to be worked on in connection with the performance of the Performance, this / these have / have been prepared for this in the opinion of the Contractor and the Contractor has unrestricted access to it or has been made available to him.
10.2 The delivery period stated by the Contractor is always indicative, unless otherwise agreed in writing between the Contractor and the Client.
10.3 Exceeding the agreed delivery period due to whatever cause does not give the Client any right to compensation or reimbursement of any costs, unless agreed otherwise in writing.
10.4 The Performance is duly delivered and declined at the moment that the Contractor has notified the Client in writing that the Performance, or a part thereof, has been completed, and the Client has failed to inform the Contractor in writing of a defect within 5 (in words: five) Days after the written notice.
10.5 If the Performance is delivered and tested in phases and or parts, the non-acceptance of a certain phase and / or part does not affect the acceptance of an earlier phase and / or another part.
10.6 If only one or more non-essential defects are found by the Client, the Performance will be deemed to have been effected. The contractor is obliged to rectify this (these) non-essential defect (s) with due speed. A non-essential defect does not give the Client the right not to purchase the Performance, to dissolve the Agreement in whole or in part, or to suspend payments.
Article 11. Amendment to Agreement
11.1 All changes to the Agreement, either by order of the Client or as a result of the fact that due to circumstances, another execution is necessary, if multiple costs are involved, these will be considered as additional work and to the extent that this will result in fewer costs as less work . The Contractor will confirm the change to the Client in writing. This confirmation will in any case show the substantive, financial and time-related consequences of the change. These are invoiced to the Client accordingly.
11.2 Costs associated with changing the Agreement must be reimbursed by the Client to the Contractor, such as, for example, but not limited to: purchased materials and or services, hired auxiliaries, cancellation costs.
11.3 The Contractor has the right to deviate from previously agreed delivery times and lead times insofar as it is deemed necessary by the Contractor to be able to fulfill the obligations arising from the amended Agreement.
11.4 If, due to circumstances unknown at the time of the offer or order confirmation, the Contractor must perform more work than agreed, or perform work under circumstances more difficult than was known to him at the time of entering into the Agreement, the Contractor will be entitled to the resulting additional costs. to charge the Client.
11.5 If the Client cannot agree with the additional costs involved, it has the right to cancel the part of the Performance and / or the Agreement that has not yet been executed, subject to the provisions of paragraph 2. The Client is also obliged to provide the Contractor with the agreed price for the up to the moment of changes already made by the Contractor.
Article 12. Intellectual Property Rights
12.1 All intellectual property rights on all software developed or made available under the Agreement such as analyzes, designs, documentation, reports, software, websites, web applications, offers, as well as preparatory material thereof, rest exclusively with the Contractor or software provided with the OpenSource. The Client will only receive the user rights and powers that are explicitly granted in writing under these General Terms and Conditions or otherwise and the Client will not duplicate the software or other materials and works or make copies thereof. With the exception of the OpenSource software, this may be provided freely.
12.2 The Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the software, including designations regarding the confidential nature and secrecy of the software.
12.3 The Contractor is permitted to take technical measures to protect the software. If the Contractor has protected the software by means of technical protection, the Client is not permitted to remove or evade this protection.
12.4
Article 13. Development and software and user rights
13.1 The Contractor is entitled, but not obliged, to examine the accuracy, completeness or consistency of the data or specifications made available to it and, if any imperfections are found, to suspend the agreed Performance until the Client has removed the relevant imperfections.
13.2 The Contractor has the right to use open source components.
13.3 The Contractor grants the Client the non-exclusive right of use, consisting of the right to load and execute the software, of the software, unless otherwise agreed in writing between the Client and the Contractor. Client will always strictly comply with the usage restrictions agreed between parties.
13.4 If and insofar as this has been explicitly agreed in writing between the Client and the Contractor, the source code of the software and the technical documentation produced during the development of the software may be made available to the Client at the request of the Client. However, the source code of the software and the technical documentation produced during the development of the software remain fully the property of the Contractor at all times.
13.5 The Client is never entitled to make changes to the software, unless and insofar as this has been explicitly agreed in writing with the Contractor.
Article 14. Consequences of failing Client and retention of title
14.1 As long as the Client does not, not properly or not timely fulfill its payment obligation, all delivered goods remain the property of the Contractor or the property of its suppliers. Login data from the delivered website or web application will only be provided to the Client if the Client has met its payment obligation.
14.2 Without prejudice to the provisions of these General Terms and Conditions, in the event of the Client's default, the Contractor can invoke all legal consequences of this and the claims of the Contractor against the Client can be immediately and immediately claimable. Client is deemed to be in default if it does not, not properly or not timely fulfill any obligation arising from the Agreement and / or these General Terms and Conditions, as well as in the event of (applying for) bankruptcy, or suspension of payment, seizure, the cessation or liquidation of his enterprise, placed under guardianship, the offering of a payment arrangement to his creditors or death.
14.3 In the cases referred to in paragraph 2 above, the Client will immediately inform the Contractor and, pending further instructions from the Contractor, take appropriate measures to protect the interests of the Contractor.
14.4 In the cases as referred to in paragraph 2 above, the Contractor has the right to dissolve this Agreement (extrajudicially), whereby the products can be recovered from the Client and the remaining terms of the Agreement after termination can be claimed as damage, without prejudice to the right from the Contractor to claim any further compensation, including lost profit and interest. In addition, the Contractor also has the right to put products and services out of service (temporarily) out of service and / or to limit their use, or not to supply them or to only supply them in a limited manner, if the Client fails to fulfill an obligation towards the Contractor with regard to the Agreement acts contrary to these Terms and Conditions.
Article 15. Payment conditions
15.1 The Client must pay the invoice issued by the Contractor via transfer. Payment of the invoice must be made afterwards, at most 14 (in words: fourteen) Days after the invoice date, unless otherwise agreed in writing between the Client and the Contractor.
15.2 Unless otherwise agreed in writing between the Client and the Contractor, the amounts relating to fixed-term agreement are invoiced monthly by the Contractor to the Client in advance.
15.3 Only after the Client has fulfilled its payment obligation (s) will integration of options be started.
15.4 The Client is not authorized to deduct any amount from the invoice amount through settlement due to a discount or due to a counterclaim made by the Client.
15.5 eviating payment arrangements must be explicitly agreed in writing.
15.6 In the event of late payment within the stipulated period, the Contractor reserves the right to charge an administration fee of € 35 =.
15.7 In the event of late payment by the Client, the Client will be in default by operation of law without the need for a prior written notice of default, after the payment term has expired, or in the case of invoicing as soon as 14 (in words: fourteen) Days have passed after the invoice date. .
15.8 Every payment from the Client serves - if applicable - in the first place to pay the interest, collection costs and administration costs owed by the Client to the Contractor, and then to settle the outstanding claims in order of age.
15.9 If the Client does not meet his payment obligation (s) in time, the Contractor will increase the claimable principal sum with the statutory commercial interest per month, a part of a month calculated for a whole, to be calculated from the initial due date until the date of full payment.
15.10 If the Client does not meet its payment obligation in time, nor has it complied with a notice of default, a reminder or payment reminder, and the Contractor is forced to perform collection work in order to enforce payment of the outstanding invoice, then the Contractor is also entitled to make all the actual invoices. the costs of judicial and extrajudicial collection, including the costs for lawyers, bailiffs and collection agencies, to be passed on to the Client. The extrajudicial collection costs amount to 15% of the amount owed, with a minimum of € 300. Contractor also reserves the right to any further costs and / or damage caused by claiming late performance by the Client. The Contractor will then also be entitled to regard the Agreement as dissolved without judicial intervention. In that case, the Client is liable for damage suffered by the Contractor, including loss of profit and interest.
15.11 Complaints, complaints or reported defects do not release the Client from its payment obligations.
Article 16. Warranty
16.1 The Contractor explicitly does not provide any guarantees other than those stated in this article, unless these have been agreed in writing in the concluded Agreement between the Contractor and the Client.
16.2 The Contractor does not guarantee that the agreed Performance works well in conjunction with all types of (new) equipment, other (new) software and or all types of (new) versions of web and internetbrowsers.
16.3 The Contractor does not guarantee that the Performance will work without interruption, errors or other defects. The Contractor also does not guarantee that (always) all errors, interruptions and or other defects will be repaired or corrected by the Contractor.
16.4 The Contractor shall endeavor to ensure that errors or defects attributable to it are rectified within a reasonable period of time.
16.5 Errors, defects or interruptions must be reported by the Client to the Contractor via the jira ticket system or, in the absence thereof, in writing. If the errors, defects or interruptions are reported after delivery, the Contractor is in no way obliged to correct the errors, defects and / or interruptions, unless expressly agreed otherwise in writing in the SLA.
16.6 The Contractor is not obliged to rectify errors and / or defects and will charge the usual rates and costs of repair to the Client if:there are usage errors or improper use of the Client;the errors and / or defects in performing the acceptance test could have been determined by the Client;Client makes or has had changes made to it without the written permission of Contractor.
16.7 The provisions of paragraph 4 do not apply if agreed otherwise in writing between the Parties.
16.8 When correcting errors and / or defects, the Contractor is always entitled to apply temporary solutions or problem-avoiding limitations or adjustments to the Performance.
16.9 The Client can never hold the Contractor liable for damage, including indirect damage including loss of profit or customer, image damage and / or lost data, if this results from defects and errors in the Performance.
16.10 If an SLA Agreement (Service Level Agreement) has been concluded between the Contractor and the Client, then what has been agreed in the SLA Agreement applies.
Article 16. Warranty
17.1 In the event of late, erroneous or inadequate delivery or defects in or to the Performance, the Contractor is in no way liable for the (direct, indirect, additional and / or consequential) damage caused by this, except insofar as there is intent or intention. conscious recklessness on the part of the Contractor, its employees or assistants engaged by it.
17.2 The Client indemnifies and indemnifies the Contractor and its assistants in respect of all claims of the Client and / or third parties for compensation for damage suffered by these third parties as a result of a good or service delivered by the Client to these third parties which also consisted of Performance supplied by the Contractor . The compensation also includes the procedural and related costs to be incurred.
17.3 The Client indemnifies and indemnifies the Contractor and its assistants in respect of all claims of the Client and / or third parties on intellectual property rights with regard to the materials and data provided by the Client that are used by the Contractor in the performance of the Agreement. The compensation also includes the procedural and related costs to be incurred.
17.4 The Contractor's total liability for attributable failure to comply with the Agreement is limited to compensation for direct damage to a maximum of the amount stipulated for that Agreement (excluding VAT). If the Agreement is mainly a fixed-term agreement with a duration of more than 6 (in words: six) months, the stipulated price is set at the total of the reimbursements (excluding VAT) stipulated for 3 (in words: three) months. In no case will the total compensation for direct damage amount to more than 500 (in words: five hundred) Euro.
17.5 Liability of the Contractor for indirect damage, including consequential damage, lost profit, missed savings, image damage, loss of (company) data and damage due to business stagnation is excluded at all times.
17.6 Under no circumstances is the Contractor liable for shortcomings in the performance of an Agreement in the event that a test phase and / or acceptance phase for delivery has been agreed between the Contractor and the Client. The Contractor's liability for attributable failure to comply with an Agreement arises only to the extent that it is expressly stipulated in writing in the Service Level Agreement.
17.7 The Client indemnifies the Contractor against all liability and other legal claims with regard to the data, information, website (s) and such stored by the Client.
Article 18. Force majeure
18.1 The Contractor is in the event of force majeure, which in any case means internal commotion, mobilization, war, blockage in transport, strike, exclusion, business disruptions, stagnation in supply, fire, flood, import and export restrictions and in the event that the Contractor is not enabled by its own suppliers to deliver, regardless of the reason therefor, as a result of which compliance with the Agreement cannot reasonably be required of the Contractor in any way liable or obliged to compensate for any form of damage, if and insofar as Contractor's obligations cannot be met due to force majeure.
18.2 The Contractor reserves the right to suspend its obligations in the event of force majeure. If the force majeure lasts longer than 90 (in words: ninety) Days, each of the Parties will be entitled to dissolve the Agreement in whole or in part by means of a written statement, or to claim that the content of the Agreement is amended in such a way that implementation remains possible . In no event shall the Contractor be obliged to pay any penalty or compensation to the Client.
18.3 If, due to force majeure, the Contractor is prevented from fulfilling his obligations with regard to one or a few of his Clients, but not the obligations with regard to all Clients, the Contractor is entitled to decide at his own discretion which of the obligations and against which Clients and the order in which this will happen.
18.4 If, upon commencement of the force majeure, the Contractor has already partially met its obligations, or can only partially meet its obligations, it is entitled to separately invoice the already delivered or the deliverable part and the Contractor is obliged to pay this invoice as it concerned a separate agreement.
Article 19. Confidentiality
19.1 Parties undertake to maintain confidentiality with regard to all confidential information that they receive about the business of the other Party and the results obtained by processing thereof. This also applies to the information and / or documentation worked out by the Client in the phase prior to the conclusion of the Agreement. Parties also impose this obligation on their employees and on third parties engaged by them for the implementation of the Agreement between parties.
19.2 Information is in any case considered confidential if it is designated as such by one of the Parties and the confidential nature of which is known or reasonably understood.Article 20. Staff and relationship clause
19.3 The Client shall provide employees, freelancers or contracted services of the Contractor who perform work at the offices of the Client for the purpose of the delivery of products and / or services with all necessary support for the performance of their work.
19.4 The Client is not permitted, as long as the relationship between the Client and the Contractor continues, and for two years after its expiry, to approach or hire employees of the Contractor or persons appointed by the Contractor or otherwise, directly or indirectly, for to work without the prior written permission of the Contractor. In this context, employees of the Contractor are understood to mean persons who are employed by the Contractor or one of the companies affiliated with the Contractor or who were employed by the Contractor or one of the companies affiliated with the Contractor no more than 6 (six) months ago.
19.5 In the event of violation of the provisions of this article, the Client will forfeit to the Contractor an immediately due and payable fine of [€ 5,000] per violation and [€ 500] for each Day that the violation continues, without prejudice to the Contractor's right to full compensation.
Article 21. Changes to the General Terms and Conditions
20.1 The Contractor reserves the right to change or supplement these General Terms and Conditions.
20.2 Changes or additions will also be applicable to Agreements already concluded, unless the Client makes a written objection to any changes or additions within 30 (thirty) days of the date of the change. The change will be stated on the Contractor's website as well as by electronic reporting. Changes of minor importance can be implemented by the Contractor at any time.
Article 22. Complaints
21.1 A complaint relating to an Delivered Performance or a part thereof, or the invoice amount, or under penalty of cancellation of all claims, must be submitted to the Contractor by registered letter with the Contractor within 14 Days after the date of dispatch of the documents or information or services reported.
21.2 If the Contractor considers the complaint to be justified, the Contractor has the choice between adjustments to the fee charged, the free improvement or re-performance of the relevant Performance or part thereof, or the total or partial non-performance of the Agreement or Performance against a refund of the fee already paid by the Client in proportion.
21.3 In the event of a justified complaint, the Contractor can never be held liable for compensation on any ground.
21.4 A complaint does not suspend the Client's obligations, including payment obligations.
Article 23. Final provisions
22.1 Only Dutch law applies to this Agreement, as well as to the resulting or related agreements and other legal acts, including the General Terms and Conditions.
22.2 Changes in management or legal form do not affect the Agreement.
22.3 All disputes, including those that are considered as such by only one Party, that arise from or are related to (the implementation of) this Agreement and / or to the ensuing or related agreements, as well as other legal acts that are not can be settled amicably, will be submitted to the competent court in the district, with the seat as the Netherlands, to the extent that mandatory law does not provide otherwise.
22.4 In the event of invalidity or voidability of one or more provisions of this Agreement and / or the General Terms and Conditions, the remaining provisions remain fully in force. In that case, the Parties will agree on a new provision instead of the invalid or annullable provision that corresponds as much as possible to the intention of the Parties.
