General Terms and Conditions

General Terms and Conditions of ELAVV

Article 1 – Applicability
1.1 These general terms and conditions apply to all legal relations between Elavv (hereinafter Contractor) and Client, including all services provided by the Contractor and specifically the services mentioned in the Quotation.

1.2 Deviations from these general terms and conditions are only valid if expressly agreed upon in writing. Contractor expressly rejects the applicability of any general (purchase) conditions used by the Client.

Article 2 – Services
2.1 All services provided by the Contractor are rendered in the capacity of an independent contractor as defined in article 7:400 of the Dutch Civil Code.

Article 3 – Obligation
3.1 Contractor shall exercise the utmost care regarding the interests of the Client in performing the Work. Particularly, the Contractor shall ensure confidentiality of all data and information provided by the Client within the framework of the Agreement.

3.2 If and to the extent that proper execution of the Agreement so requires, the Contractor has the right to have the Work carried out by third parties.

Article 4 - Quotations
4.1 All Quotations are entirely without obligation, and the Contractor is only bound by the Quotation if the Quotation has been signed by the Client within fourteen (14) days and received by the Contractor.

4.2 The prices mentioned in the Quotation are exclusive of VAT and other government-imposed levies, as well as any costs to be incurred within the framework of the Agreement, including shipping and administration costs, unless otherwise specified in the Quotation.

Article 5 - Execution of the Agreement
5.1 In cases where the Work is performed at the Client's location or a location designated by the Client, the Client shall provide, free of charge, the reasonably desired facilities.

Article 6 - Modification of the Agreement

6.1 If during the execution of the Agreement it becomes evident that a change or addition to the Work is necessary for proper execution, the parties shall timely and mutually adjust the Agreement accordingly.

6.2 If the parties agree to modify or supplement the Agreement, the completion time may be affected. The Contractor will inform the Client of this as soon as possible.

6.3 If a fixed fee has been agreed, the Contractor shall indicate the extent to which the change or supplement to the Agreement will result in an exceeding of this fee.

6.4 The Client accepts the possibility of modification of the Agreement, including changes in price and execution time.

Article 7 - Contract Duration and Execution Term
7.1 If a term has been agreed upon for the execution of the Work between Contractor and Client, this term is indicative, unless expressly agreed otherwise in writing. The Contractor offers no guarantee regarding agreed delivery times, and untimely delivery does not entitle the Client to compensation, dissolution of the Agreement, or suspension of any obligation towards the Contractor.

Article 8 - Fee
8.1 Parties may agree on a fixed fee when entering into the Agreement.

8.2 If no fixed fee is agreed, the fee will be determined based on hours actually spent. The fee is calculated according to the Contractor's standard hourly rates applicable for the period in which the Work was performed.

8.3 Contractor is entitled to pass on any price changes that have occurred after the Agreement with the Client was concluded.

Article 9 - Payment
9.1 The Client is obliged to pay all invoices from the Contractor within fourteen (14) days of the invoice date. Objections to the amount of the invoices do not suspend the payment obligation.

9.2 If the Client fails to pay within the term of fourteen (14) days, the Client is in default by operation of law. The Client then owes an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest applies. Interest on the demandable amount will be calculated from the time the Client is in default until the moment of payment in full.

Article 10 - Retention of Title
10.1 All items delivered by the Contractor, which may include reports, designs, equipment, software, (electronic) files, etc., remain the property of the Contractor until the Client has fulfilled all obligations towards the Contractor.

10.2 The Client is not entitled to pawn the items under retention of title nor to burden them in any other way.

10.3 If third parties levy attachment on the goods delivered under retention of title, or wish to establish or enforce rights thereon, the Client is obliged to notify the Contractor immediately.

10.4 The Client is obliged to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as against theft and to provide the policy of this insurance for inspection upon first request.

10.5 In the event that the Contractor wishes to exercise its property rights indicated in this article, the Client grants unconditional and irrevocable permission to the Contractor to enter all those places where the Contractor's properties are located and to take back those goods.

Article 11 - Complaints
11.1 Complaints about the Work must be reported to the Contractor in writing by the Client within eight (8) days of discovery, but no later than fourteen (14) days after completion of the relevant Work. Such a notice of default must contain a description of the shortcoming by the Client as detailed as possible, so that the Contractor is able to respond adequately.

11.2 If a complaint is justified, the Contractor will be given the opportunity to perform the Work again. In cases where the performance of the Work is no longer possible according to objective standards, the Contractor shall only be liable within the limits of Article 13.

Article 12 - Termination
12.1 Both parties can terminate the Agreement at any time in writing.

12.2 If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation due to the resultant and demonstrable loss. Additionally, the Client will be obliged to pay the invoices for the Work performed up to that point.

12.3 If the Agreement is terminated prematurely by the Contractor, the Contractor shall lose any claim to payment, except to the extent that the Work already carried out benefits the Client.

Article 13 - Liability
13.1 Given the nature of the Work and the subjective aspects of assessment involved, the Contractor is not liable for any damage suffered by the Client as a result of actions or omissions by the Contractor in the performance of the Agreement or otherwise, unless there is intent or gross negligence. Consequential damage, including lost profits or incurred losses, shall never be eligible for compensation.

13.2 If the Contractor is liable for damage suffered by the Client, the compensation to be paid by the Contractor shall never exceed the invoice value of the Work which caused the damage, or - if this cannot be determined - the invoice value of the Work at the time the event causing the damage occurred on behalf of the Client.

13.3 The Client indemnifies the Contractor against all claims from third parties relating to or arising from the Agreement. This does not affect the duty of care of the Contractor as referred to in Article 3.

13.4 The exclusions and limitations of liability mentioned in this article, as well as the indemnity referred to in Article 13.3, are also stipulated for and on behalf of the subcontractor and any other party from whom assistance is used by the Contractor in the execution of the Work.

13.5 The liability for the Work that the Contractor has assigned to a third party is limited to the extent that the third party effectively indemnifies the Contractor.

Article 14 - Force Majeure
14.1 Force majeure is defined as any circumstance where further compliance of the Agreement by the Contractor cannot reasonably be required. This includes - but is not limited to - data loss due to computer failure, virus infection or hacking by third parties, machine breakage, and other emergencies that hinder or limit the Contractor's business operations.

14.2 In the event that the Contractor is prevented by force majeure from performing the Work in whole or in part, the Contractor is entitled to suspend the performance of the Work or consider the Agreement as partially or fully dissolved, at its discretion, without any obligation to compensate for any damage suffered by the Client.

14.3 If at the time of the occurrence of force majeure the Contractor has already partially fulfilled its obligations under the Agreement and has performed Work on behalf of the Client - and this Work has independent value - the Contractor is entitled to invoice the completed Work separately. The Client is obliged to pay the respective invoice from the Contractor.

Article 15 - Indemnities
15.1 The Client indemnifies the Contractor against third-party claims relating to intellectual property rights on materials or information provided by the Client which are used in the execution of the Agreement.

15.2 If the Client provides the user with data carriers, electronic files, or software, etc., the Client guarantees that the data carriers, electronic files, or software are free from viruses and defects.

Article 16 - Intellectual Property
16.1 All documents provided by the Contractor, such as reports, advice, Agreements, designs, software, etc., are exclusively intended to be used by the Client and may not be reproduced, published, or disclosed to third parties by the Client without prior permission from the Contractor, unless the nature of the provided documents dictates otherwise.

16.2 The Contractor retains the right to use the increased knowledge gained by the execution of the Work for other purposes, as long as no confidential information is disclosed to third parties.

16.3 The Contractor is entitled to sign or use whatever has been produced by the Contractor for the promotion of their own organization and services.

Article 17 - Confidentiality
17.1 If the Contractor is obliged to disclose confidential information to by law or a court-ordered judgement to parties designated by law or the competent court, and the Contractor cannot invoke a legal right of non-disclosure recognized or permitted by competent court, then the Contractor is not obliged to any compensation or indemnification and the counterparty is not entitled to dissolve the Agreement.

Article 18 - Termination
18.1 The Contractor is entitled to terminate the Agreement, without notice and without being obliged to pay any compensation, in whole or in part, or - at their discretion - to suspend further performance of the Agreement, if:
a. The Client is declared bankrupt;
b. The Client applies for suspension of payments;
c. The Client proceeds to liquidate their business;
d. The Client is placed under guardianship or dies;
or e. The Client fails to comply with any statutory obligation or any obligation under the Agreement.

18.2 In the cases mentioned in Article 18.1, the Contractor is entitled to claim the full fee due by the Client to the Contractor immediately.

18.3 The Client is obliged to inform the Contractor immediately if a circumstance as referred to in Article 18.1 occurs. If a circumstance as referred to in Article 18.1 sub e. occurs, the Client is in default by operation of law and any debt to the Contractor is immediately payable.

Article 19 - Transfer and Obligations
19.1 The Client is not entitled to transfer the rights and obligations arising from the Agreement entered into under these general terms and conditions in whole or in part to third parties without prior written permission from the Contractor.

Article 20 - Applicable Law and Jurisdiction
20.1 These general terms and conditions are effective from 21 October 2022.

20.2 If any provision of these general terms and conditions is null and void or is annulled, this does not affect the validity of the remaining provisions.

20.3 The legal relationship between the Client and the Contractor is governed by Dutch law. All disputes between the Client and the Contractor that may arise from or in connection with the Agreement shall be settled exclusively by the competent court in Amsterdam.