TERMS & CONDITIONS
General delivery and payment conditions of Transform Digital (hereinafter referred to as: TD), established and having its registered office in Naarden, filed with the Chamber of Commerce under number 301.68.311. These terms and conditions apply to all our quotations, agreements and their implementation, unless otherwise agreed with you in writing. The own terms and conditions applied by you apply insofar as they do not conflict with our terms and conditions. In the event that both conditions are conflicting, our conditions take precedence.
Terms
Parties: Customer and Transform Digital (TD).
Customer / client: every (legal) person, including any legal successors, who has entered into or wishes to conclude an agreement with our company and his representative (s) and successor (s), hereinafter referred to as "Customer".
Quotation: any offer written by us at the customer's request. Order confirmation: the written document in which the agreement is laid down, this can also be the dated offer with a signature.
Force majeure: each of the customers or TDs wants independent or unforeseeable circumstance, as a result of which compliance with the agreement can no longer reasonably be expected of you or us.
1. Offers
1.1 All our offers, in whatever form, are without obligation and are valid for one month, unless explicitly stated otherwise. Any budgets, plans or other documents that accompany an offer remain the property of TDs. They may not be reproduced or given to third parties for inspection without the permission of TD.
1.2 Offers are based on the information provided by the customer. The customer guarantees that to the best of his knowledge all essential information for the design and execution of the assignment has been provided. TD will perform the services to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This obligation has the character of a 'best efforts obligation', because the achievement of the intended result cannot be guaranteed.
2. Agreement
2.1 An agreement with TD is established after TD has accepted an assignment in writing. The date of signature is the determining factor. The order confirmation can also be made by mutual signature of the quotation prepared by TD. Any additional agreements or changes made later will only be binding if they have been agreed in writing. For this an additional assignment is made under the agreement.
2.2 For transactions for which the nature and scope of an offer or order confirmation is not sent, the invoice is deemed to accurately and completely reflect the agreement, unless written complaints are received within 8 working days after the invoice date.
2.3 Each agreement TD is entered into under the condition precedent that the customer, at our discretion, has sufficient creditworthiness for the financial performance of the agreement. TD is entitled on or after entering into the agreement, before (further) performance, to demand security from the customer that both the payment obligations and the other obligations will be met.
2.4 The Client is obliged to provide TD in a timely manner with all information, documents and possibly other support that are necessary for the correct execution of the agreement.
2.5 As a substantive person, the customer is under the obligation to check the TD products and services for incompleteness and to report this to us.
2.6 The involvement or engagement of third parties in the execution of the assignment by TD or by the client will only take place in mutual consultation.
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3. Prices
Unless otherwise stated, prices of TD are exclusive of the legally determined VAT percentage. Included are: costs for deployment of project work, license costs for articles, readers and other materials. Accommodation costs and travel costs for any services / training / workshops are for the account of the customer.
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4. Cancellation and changes
If the customer wishes to cancel an agreement after it has been concluded, cancellation costs will be charged. Cancellation must be in writing. For services, if canceled within 4 weeks before the agreed date (at service delivery or at the start of the training / workshop) 50% of the agreed costs will be charged. If a training / workshop is canceled within 2 weeks before the agreed date, TD will charge 100% of the agreed costs. If a training course or workshop does not appear and prematurely ends, TD will charge 100% of the agreed costs. TD informs the customer about a possible cancellation no later than 14 days before the start of the training or workshop. TD reserves the right to change the composition of staff during the performance of an assignment. The client accepts that the time schedule of the assignment can be influenced if the parties agree to change the approach, method or scope of the assignment in the meantime. If this results in additional work, this will be confirmed to the client as a supplementary assignment.
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5. Quality policy
TD's quality policy means, among other things, that a written and / or oral evaluation can take place after the assignment has ended.
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6. Force majeure
6.1 If in the opinion of TD the force majeure is of a temporary nature, we have the right to suspend the execution of the agreement until the circumstance that the force majeure occurs no longer occurs.
6.2 If, in TD's opinion, the force majeure situation is of a lasting nature, the parties can make an arrangement regarding the dissolution of the agreement and the associated consequences.
6.3 TD is entitled to claim payment for services that have been performed in the performance of the agreement in question, before the circumstance causing the force majeure has become apparent.
6.4 The party who believes that they are or will be in force majeure must immediately inform the other party in writing.
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7. Intellectual Property and Disclaimer
7.1 All industrial and intellectual property rights that rest on TD products and services, including patent rights, design and trademark rights, copyright and neighboring rights, database rights and chip rights, remain the property of TD and may not be used by third parties for commercial and / or other purposes.
7.2 The Client guarantees TD that the use of data provided by the Client or otherwise will not cause TD to conflict with statutory regulations or protected rights of third parties. In addition, the customer indemnifies TD against all direct and indirect consequences of claims that third parties may invoke against TD by breaching this guarantee.
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8. Liability
8.1 TD excludes any liability, insofar as it is not mandatory under the Act.
8.2 TD's liability will never exceed the total amount of the order.
8.3 Contrary to what is stipulated herein or by law, TD is not obliged to pay any compensation for damage, of any nature whatsoever, directly or indirectly, including business damage, to movable or immovable property, or to persons, both at the other party and at third parties.
8.4 In any case, TD is not liable for damage that has arisen or is caused by the (incorrect) use of the delivered goods or by the unsuitability thereof for the purpose for which you purchased it.
8.5 If, due to force majeure, TD has to deviate from the agreed dates or times, we will not accept any liability for any damage resulting from this, such as travel costs and hours not worked.
8.6 TD uses assessment tools as a reflection tool for an individual, team or organization and excludes any liability.
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9. Complaints
9.1 TD will not process any complaints if it has not reached TD in writing within 8 working days of completion of the relevant performance. This also applies to complaints about invoices. After this period has expired, the customer is deemed to have approved and accepted the delivered goods.
9.2 If TD finds the complaint well-founded, we are only obliged to deliver the agreed performance.
10. Retention of title and payment
10.1 Goods delivered remain the property of TD until the moment that all deliveries and work performed by TD (pursuant to the agreement) or deliveries and work still to be performed, including interest and costs, have been paid by the customer.
10.2 In the event of a suspension of payment, bankruptcy, suspension of payment, strike or transfer of customer company, or death if the customer is a natural person, TD is entitled to cancel the order in whole or in part without notice of default or judicial intervention and the part that remains unpaid reclaim from the delivered. Cancellation and take-back do not affect TD's right to compensation for loss or damage. In these cases, any claim from TD against the customer will be immediately and fully claimable.
10.3 Unless otherwise agreed in writing, payment must be made within 14 days after the invoice date, by means of a deposit or transfer to a bank or giro account designated by TD. For training and workshops, the entire amount must be paid before the start of the training or workshop.
10.4 For payments later than one month after the invoice date, the statutory interest is also due from the invoice date. Both judicial and extrajudicial collection costs, incurred in connection with late payment, are for the account of the customer. The extrajudicial costs are set at 15% of the invoice amount with a minimum of Euro 125,-.
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11. Disputes and applicable law
All disputes arising from this agreement and / or agreements arising therefrom are governed by Dutch law and the court in Amsterdam has jurisdiction.