General terms and conditions of the sole proprietorship Nobuso, established at 5991 PT Baarlo at Diepenbroeklaan 10, conducting business at Diepenbroeklaan 10, 5991 PT Baarlo, registered with the Dutch Chamber of Commerce under registration number 42131412, hereinafter referred to as: “Nobuso”.
Article 1: Definitions
In these general terms and conditions, the following definitions shall have the meanings set out below:
Client: the natural person acting in the course of a profession or business, the partnership or the legal entity with whom Nobuso has entered into one or more agreements relating to the provision of services.
Parties: the Client and Nobuso.
Agreement: an agreement between Nobuso and the Client concerning the provision of services, including, but not limited to, optimizing business performance through efficient software and strategic advice, improving online visibility, conducting revenue-oriented campaigns or generating qualified leads, or otherwise.
In Writing: a written communication, including an electronic communication by e-mail, (tele)fax, WhatsApp or other (chat) applications.
Nobuso: the contractor, established in Baarlo, conducting business in Baarlo, and registered with the Dutch Chamber of Commerce under registration number 42131412.
Article 2: Applicability, Quotations, Information
2.1 These general terms and conditions apply to all offers made and agreements entered into by Nobuso with Clients, as well as by operation of law to every subsequent agreement, amended or supplementary agreement, or agreement arising from the initial Agreement, unless the Parties have agreed otherwise in Writing.
2.2 The Client’s general purchasing terms and conditions are expressly rejected, unless these have been agreed upon between the Parties in Writing, with the explicit statement that these general terms and conditions are excluded.
2.3 Quotations issued by Nobuso are non-binding, unless Nobuso has stated otherwise in Writing.
2.4 A quotation from Nobuso shall be deemed to have been rejected by the Client if it has not been accepted within 30 days of receipt by the Client.
2.5 A composite quotation does not oblige Nobuso to perform part of the offer for a corresponding part of the quoted price.
2.6 The Client is obliged to provide Nobuso, in a timely manner, with all information that Nobuso indicates is necessary, or that the Client reasonably understands to be necessary, for the performance of the Agreement. If the information required for the performance of the Agreement is not provided to Nobuso in a timely manner, Nobuso shall be entitled to suspend performance of the Agreement and/or charge the Client for any additional costs resulting from the delay at the usual rates.
2.7 A failure by Nobuso to perform its obligations cannot be attributed to Nobuso if such failure results from the Client’s failure to provide specifications or other essential information relevant to the performance of the Agreement by Nobuso, or from providing such information incorrectly, untimely or incompletely.
Article 3: Prices, Joint and Several Liability, Indexation
3.1 All prices are in euros and exclude turnover tax (VAT) and any other costs, such as levies, taxes and travel expenses, unless the Parties have expressly agreed otherwise in Writing.
3.2 If Nobuso has entered into an Agreement with multiple Clients, each of these (legal) persons shall be jointly and severally liable towards Nobuso for the performance and/or payment of all obligations under this Agreement.
3.3 Nobuso shall at all times be entitled to pass on in full to the Client any third-party costs paid by Nobuso in connection with an Agreement.
3.4 Nobuso is entitled to periodically index its rates. Any indexation during the term of an agreement shall be communicated to the Client at least 30 days prior to the indexation and, in special cases, such as when Nobuso is confronted with excessive price increases, shall also be substantiated.
Article 4: Payment Term, Security, Default
4.1 Nobuso shall perform its services at the agreed rate.
4.2 Invoices based on time and materials shall be sent periodically to the Client and shall include a specification. Separate payment arrangements shall be made with the Client for fixed-fee invoices; in the absence thereof, Nobuso may send the invoice to the Client prior to commencement of the work.
4.3 Nobuso’s invoices are subject to a payment term of 30 calendar days from the date on which the invoice is sent by Nobuso, unless expressly agreed otherwise in Writing.
4.4 The Client shall never be entitled to set off or suspend any (payment) obligation towards Nobuso.
4.5 If the Client fails to pay an invoice on time, the Client shall be in default by operation of law and Nobuso shall be entitled, from the date on which the Client’s default occurs, to charge statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code on the outstanding amount, as well as any judicial and extrajudicial costs associated with collection of the claim.
4.6 Extrajudicial collection costs shall amount to 15% of the outstanding invoice(s), with a minimum of EUR 150.00.
4.7 If Nobuso claims extrajudicial collection costs and/or statutory commercial interest, any payment made by the Client shall first be applied towards these costs, subsequently towards accrued interest and finally towards the principal amount and ongoing interest.
Article 5: Performance of Agreements, Liability, Damages, Indemnification, Complaints
5.1 Nobuso shall perform the Agreement in accordance with the requirements of good professional practice. To the extent that the nature and/or scope of the obligation does not mandatorily prevent this, Nobuso undertakes solely an obligation of best efforts.
5.2 If it has been agreed that the Agreement will be performed in phases, Nobuso may suspend performance of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in Writing.
5.3 If work is performed at the Client’s premises, or at another location designated by the Client, the Client shall ensure that the persons employed by Nobuso can make free use of the facilities available at that location as required.
5.4 In the event of an attributable failure to perform, Nobuso shall only be liable for compensation for direct damages.
5.5 Direct damages shall in no event include: business interruption, production losses, loss of turnover and/or profit, depreciation in the value of products, or costs that would have been incurred in connection with the performance of the assignment if the assignment had been carried out from the outset.
5.6 The Client is obliged, unless this cannot reasonably be required of the Client in view of the circumstances, to give Nobuso the opportunity, within a reasonable period and at Nobuso’s expense, to remedy failures for which Nobuso is liable or to limit or eliminate the damage resulting from such failures, without prejudice to Nobuso’s liability for damage resulting from the failures.
5.7 The damages payable by Nobuso shall be limited per assignment to an amount equal to twice the total value of the assignment.
5.8 The Client is obliged to notify Nobuso in Writing and with reasons of any failures by Nobuso relating to the Agreement within a reasonable period of 30 days after delivery of the (partial) performance, failing which any claims for repair, replacement or any other form of compensation shall lapse.
5.9 In any event, Nobuso’s liability shall expire, without the possibility of interruption of the limitation period, five years after the date on which the Agreement between the Parties has ended.
Article 6: Force Majeure
6.1 A failure to perform an obligation cannot be attributed to Nobuso if there is a situation of force majeure. Force majeure shall in any event, without limitation, include: (a) disruptions to the internet or other telecommunications facilities, (b) failures by parties whose services Nobuso or the Client uses or upon whom it depends for the performance of the Agreement, (c) defects in goods, equipment or software, (d) strikes or the otherwise unavailable status of one or more employees or hired personnel, (e) the consequences of an epidemic or pandemic, (f) restrictive government measures such as lockdowns and curfews, (g) war, riots, rebellion or mobilization, (h) natural disasters such as floods, lightning strikes and earthquakes, (i) failures or disruptions of public utilities, and (j) other circumstances beyond the control of either Party that prevent Nobuso from performing its obligations for any period of time.
6.2 In the event of force majeure, Nobuso’s obligations shall be suspended for the duration of the relevant force majeure situation, without the Client being entitled to claim damages or compensation from Nobuso.
6.3 Nobuso shall make reasonable efforts to ensure that any failure caused by force majeure lasts for as short a period as possible.
Article 7: (Interim) Termination
7.1 An Agreement between Nobuso and the Client entered into for a fixed term may not be terminated prematurely by the Client, unless such termination is effected by means of a notice of termination in which the Client complies with Article 7.2 of these terms and conditions.
7.2 If the Client wishes to terminate an Agreement prematurely, before its term has expired, the Client shall be obliged to pay Nobuso all outstanding and future (instalment) payments based on the remaining term of the Agreement.
7.3 An Agreement entered into for a fixed term shall terminate automatically and shall not be tacitly renewed.
7.4 An Agreement entered into for an indefinite period may be terminated at the end of any calendar month, subject to a notice period of three months.
Article 8: Intellectual Property
8.1 Nobuso, or its licensors, retain the intellectual property rights to all software or designs created and/or supplied by them, in whatever form. The Client is prohibited from reproducing, copying or using the designs or parts thereof in any manner other than intended.
Article 9: Amendment of the Agreement
9.1 If, during the performance of the work, it becomes apparent that it is necessary to amend or supplement the Agreement for proper completion thereof, the Parties shall timely and mutually consult to amend the Agreement accordingly. If the nature, scope and/or content of the Agreement is changed in qualitative and/or quantitative terms, this may affect what was originally agreed. As a result, the originally agreed price may be increased or decreased. Nobuso shall, insofar as possible, provide a quotation for this in advance.
9.2 In the event of additions or changes to the Agreement requested by the Client, the associated additional costs shall be borne by the Client.
9.3 An amendment to the Agreement may result in a change to the originally agreed performance period. The Client accepts the possibility of amendments to the Agreement, including changes to the price and performance period. If the Agreement is amended or supplemented, Nobuso shall be entitled to commence implementation thereof only after the Client has agreed to the amended price and other terms and conditions.
Article 10: Suspension / Dissolution
10.1 Nobuso shall be entitled to dissolve or suspend the Agreement, in whole or in part, with immediate effect, without judicial intervention and by Written notice, without being liable for damages, and without prejudice to Nobuso’s right to demand performance instead of suspension or dissolution and without prejudice to its right to claim damages, if:
A) the Client fails to fulfil its obligations and such default has not been remedied within 14 days after receipt of a notice of default;
B) after the Agreement has been concluded, circumstances become known to Nobuso that provide good reason to fear that the Client will be unable to fulfil its obligations under the Agreement;
C) the Client applies for a suspension of payments or is granted a suspension of payments;
D) the Client’s bankruptcy is applied for or the Client is declared bankrupt; or
E) an attachment is placed on a substantial part of the Client’s assets.
10.2 The Client shall immediately inform Nobuso of the circumstances referred to above.
10.3 If Nobuso dissolves the Agreement pursuant to this Article, every (future) claim of Nobuso against the Client shall become immediately due and payable.
Article 11: Governing Law, Competent Court
11.1 The legal relationship between Nobuso and the Client shall be governed exclusively by Dutch law.
11.2 The competent court in the district of Limburg, location Roermond, shall have exclusive jurisdiction to hear disputes between Nobuso and the Client, except in cases where another court has jurisdiction (also) pursuant to mandatory law. If Nobuso is the claimant in the dispute, it shall be entitled, notwithstanding the foregoing, to submit the dispute to the competent court of the Client’s place of residence or (statutory) registered office.
Article 12: Confidentiality / Storage and Retention of Data
12.1 Subject to the provisions of the following article, Nobuso shall not provide the Client’s personal data to third parties unless there is a legal obligation to do so. This also applies to any other confidential information provided to Nobuso for the purpose of performing the Agreement.
12.2 Nobuso shall be free to refer to the services provided to the Client as a reference for promotional purposes, unless expressly agreed otherwise in Writing.
12.3 Data provided by the Client may be disclosed to third parties if and insofar as this is necessary for the performance of the Agreement. The third parties to whom the data are disclosed shall treat such data confidentially.
Article 13: Final Provisions
13.1 If any provision of the Agreement or these general terms and conditions proves to be voidable or null and void, this shall not affect the validity of the remaining provisions of the Agreement and these general terms and conditions. In the event that one of the provisions is voided or declared null and void, the Parties shall agree on a new provision to replace it that, in terms of content and purpose, corresponds as closely as possible to the original provision.
13.2 Nobuso shall have the right to unilaterally amend these general terms and conditions at any time. In such event, Nobuso shall inform the Client of the amended provisions that apply to the Agreement(s) between the Parties.
13.3 Nobuso shall be free to transfer rights and/or obligations arising from an Agreement to third parties.
13.4 Nobuso shall be entitled, at its own discretion, to have the Agreement performed by third parties and/or to involve third parties in its performance.
13.5 The Client may not transfer its rights and obligations under the Agreement to a third party unless Nobuso has agreed to such transfer in Writing prior to the transfer.
13.6 In the event of any conflict between provisions in the Agreement(s) between the Parties and these terms and conditions, the provisions of the Agreement(s) shall prevail.
13.7 Nobuso’s failure to invoke any provision of these general terms and conditions, for whatever reason, shall never constitute a waiver of its right to invoke such provision at a later time.
13.7 Nobuso’s failure to invoke any provision of these general terms and conditions, for whatever reason, shall never constitute a waiver of its right to invoke such provision at a later time.