Tuijn Code | Webdevelopment

Article 1 - Definitions

Tuijn Code, established in Rijswijk, registered with the Chamber of Commerce under number 87093871, is referred to in these general terms and conditions as the service provider.
The counterparty of the service provider is referred to in these general terms and conditions as the client.
The parties are the service provider and the client together.
The agreement means the service agreement between the parties

Article 2 - Applicability of the general terms and conditions

These terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.
Deviations from these terms and conditions are only possible if expressly agreed in writing by the parties.
The agreement always contains obligations of effort for the service provider, not obligations of result.

Article 3 - Payment

Invoices must be paid within 30 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.
Payments shall be made without any appeal to suspension or set-off by transfer of the amount due to the bank account number specified by the service provider.
If the client does not pay an invoice within the agreed term, the client shall be in default by operation of law, without any notice of default being required. From that moment, the service provider is entitled to suspend its obligations until the client has fulfilled its payment obligations.
If the client remains in default, the service provider will proceed to collection. The costs relating to such collection shall be borne by the client. When the client is in default, the client shall owe the service provider, in addition to the principal amount, statutory (commercial) interest, extrajudicial collection costs, and other damages. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, attachment, or suspension of payment of the client, the service provider’s claims against the client shall be immediately due and payable.
If the client refuses to cooperate with the performance of the assignment by the service provider, the client shall still be obliged to pay the agreed price to the service provider.

Article 4 - Offers and quotations

The service provider’s offers are valid for no more than 30 days, unless a different acceptance period is stated in the offer. If the offer is not accepted within that specified period, the offer lapses.
Delivery times in quotations are indicative and, if exceeded, do not entitle the client to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing.

Article 5 - Prices

The prices stated in the service provider’s offers, quotations, and invoices are exclusive of VAT and any other government levies, unless expressly stated otherwise.
The prices of goods are based on the cost prices known at that time. Increases in these costs, which could not have been foreseen by the service provider at the time the offer was made or the agreement was concluded, may give rise to price increases.
With regard to the services, the parties may agree on a fixed price when the agreement is concluded.
If no fixed price has been agreed, the fee for the services may be determined on the basis of the actual hours worked. The fee shall be calculated according to the service provider’s customary hourly rates applicable during the period in which it performs the work, unless a different hourly rate has been agreed.

Article 6 - Price Indexation

The prices and hourly rates agreed upon when entering into the agreement are based on the price level applicable at that time. The Service Provider has the right to adjust the fees charged to the Client annually as of 1 July.
Adjusted prices, rates and hourly rates will be communicated to the Client as soon as possible.

Article 7 - Provision of information by the client

The client shall make available to the service provider all information relevant to the performance of the assignment.
The client is obliged to provide all data and documents that the service provider considers necessary for the proper performance of the assignment, in a timely manner and in the desired form and manner.
The client warrants the accuracy, completeness, and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
The client indemnifies the service provider against any damage in any form whatsoever arising from failure to comply with the provision set out in the first paragraph of this article.
If and insofar as the client so requests, the service provider shall return the relevant documents.
If the client does not, does not timely, or does not properly make available the data and documents requested by the service provider, and the performance of the assignment is thereby delayed, the resulting additional costs and additional fees shall be borne by the client.

Article 8 - Withdrawal of assignment

The client is free to terminate the assignment to the service provider at any time.
If the client withdraws the assignment, the client is obliged to pay the service provider the fee due and the expenses incurred.

Article 9 - Performance of the agreement

The service provider shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
The service provider has the right to have work carried out by third parties.
Performance shall take place in mutual consultation and after written approval and payment of any agreed advance payment.
It is the responsibility of the client to ensure that the service provider can start the assignment in a timely manner.

Article 10 - Duration of the assignment contract

The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If, within the term of the agreement, the parties have agreed on a deadline for the completion of certain work, this is never a strict deadline. If this deadline is exceeded, the client must give the service provider written notice of default.

Article 11 - Amendment of the agreement

If, during the performance of the agreement, it appears that, for proper performance of the assignment, it is necessary to modify or supplement the work to be performed, the parties shall amend the agreement accordingly in a timely manner and by mutual consultation.
If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may thereby be affected. The service provider shall inform the client of this as soon as possible.
If the amendment or supplement to the agreement has financial and/or qualitative consequences, the service provider shall inform the client thereof in writing as soon as possible.
If the parties have agreed on a fixed fee, the service provider shall indicate to what extent the amendment or supplement to the agreement will result in an excess of this fee.

Article 12 - Force Majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, it applies that a failure by the service provider to perform any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the service provider’s control, as a result of which the performance of its obligations towards the client is wholly or partially prevented or as a result of which performance of its obligations cannot reasonably be required of the service provider. Such circumstances include, but are not limited to, failures by suppliers or other third parties, power outages, computer viruses, strikes, adverse weather conditions, and work stoppages.
If a situation as referred to above arises as a result of which the service provider cannot fulfil its obligations towards the client, those obligations shall be suspended for as long as the service provider is unable to fulfil its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall have the right to terminate the agreement in whole or in part in writing.
In the case referred to in paragraph 2 of this article, the service provider shall not be liable to pay any compensation for damages, even if the service provider derives any benefit as a result of the force majeure situation.

Article 13 - Set-off

The client waives its right to set off a debt owed to the service provider against a claim against the service provider.

Article 14 - Suspension

The Client waives the right to suspend performance of any obligation arising from this agreement.

Article 15 - Transfer of rights

The rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision shall apply as a clause with proprietary effect within the meaning of Article 3:83, second paragraph, of the Dutch Civil Code.

Article 16 - Expiry of the claim

Any right to compensation for damage caused by the service provider shall in any event lapse 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 - Warranty

The parties have entered into an agreement of a service-providing nature, which for Tuijn Code contains only an obligation to use best efforts and therefore no obligation to achieve a specific result.

Article 18 - Insurance

The client undertakes to adequately insure and keep insured the delivered items that are necessary for the performance of the underlying agreement, as well as items of the service provider that are present at the client’s premises and items delivered under retention of title, against, among other things, fire, explosion and water damage, as well as theft.
Upon first request, the client shall provide the policy for these insurance policies for inspection.

Article 19 - Liability for damages

The service provider is not liable for damage arising from this agreement, unless the service provider caused the damage intentionally or through gross negligence.
In the event that the service provider owes compensation to the client, the damages shall not exceed the fee.
Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the concluded professional liability insurance policy/policies. This amount shall be increased by the amount of the deductible under the relevant policy.
The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the malfunctioning of equipment, software, data files, registers, or other items used by the service provider in the performance of the assignment.
Not excluded is the service provider’s liability for damage resulting from intent or deliberate recklessness on the part of the service provider, its management, or subordinates.

Article 20 - Liability of the client

If an assignment is given by more than one person, each of them shall be jointly and severally liable for the amounts owed to the service provider under that assignment.
If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, that natural person may also be the client in a private capacity. This requires that this natural person can be regarded as the (co-)policy maker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it has been issued, at the client's request or otherwise, in the name of a legal entity or in the name of the client as a natural person or both.

Article 21 - Indemnification

The client indemnifies the service provider against all claims by third parties relating to the goods and/or services supplied by the service provider.

Article 22 - Duty to Complain

The client is obliged to report complaints about the work performed to the service provider immediately in writing. The complaint must contain a description of the shortcoming as detailed as possible, so that the service provider is able to respond adequately to it.
A complaint can in any case not result in the service provider being obliged to perform work other than that agreed upon.

Article 23 - Retention of title, right of suspension and right of retention

The items present with the client and the delivered items and parts remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider may invoke its retention of title and take back the items.
If the agreed advance payments are not made, or not made on time, the service provider is entitled to suspend the work until the agreed portion has nevertheless been paid. In that case, the client is in default as a creditor. A delayed delivery cannot in that case be held against the service provider.
The service provider is not authorized to pledge the items subject to its retention of title, nor to encumber them in any other way.
If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has a right of retention. The item will then not be delivered until the client has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payment of the client, the client’s obligations become immediately due and payable.

Article 24 - Intellectual Property

Unless the parties have agreed otherwise in writing, the service provider retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) in all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.
The aforementioned intellectual property rights may not be copied, shown to third parties and/or made available to them, or otherwise used, without the service provider’s written consent.
The client undertakes to keep confidential the confidential information made available to it by the service provider. Confidential information shall in any event include that to which this article relates, as well as business data. The client undertakes to impose on its staff and/or third parties involved in the performance of this agreement a written duty of confidentiality corresponding to the substance of this provision.

Article 25 - Confidentiality

Each of the parties shall keep confidential the information it receives from the other party (in whatever form) and all other information concerning the other party of which it knows or may reasonably suspect that it is secret or confidential, or information the dissemination of which it can expect may cause damage to the other party, and shall take all necessary measures to ensure that its personnel also keep such information confidential.
The confidentiality obligation referred to in paragraph 1 of this article shall not apply to information:
1. that was already public at the time the recipient received this information or subsequently became public without a breach by the receiving party of any confidentiality obligation incumbent upon it;
2. of which the receiving party can prove that it already had this information in its possession at the time it was provided by the other party;
3. that the receiving party received from a third party, where that third party was entitled to provide this information to the receiving party;
4. that is disclosed by the receiving party pursuant to a legal obligation.
The confidentiality obligation described in this article shall apply for the duration of this agreement and for a period of three years after its termination.

Article 26 - Penalty for breach of confidentiality obligation

If the client breaches the article of these general terms and conditions concerning confidentiality, the client shall forfeit, in favor of the service provider, an immediately payable penalty of €5,000 for each breach and, in addition, an amount of €500 for each day that such breach continues. This applies regardless of whether the breach can be attributed to the client. Moreover, no prior notice of default or legal proceedings are required for the forfeiture of this penalty. Nor is any form of damage required.
The forfeiture of the penalty referred to in the first paragraph of this article shall not affect the other rights of the service provider, including its right to claim damages in addition to the penalty.

Article 27 - Non-solicitation of personnel

The client shall not employ any employees of the service provider (or of companies engaged by the service provider in the performance of this agreement and who are or have been involved in the performance of the agreement). Nor shall the client have them work for it in any other way, directly or indirectly. This prohibition applies for the duration of the agreement and for one year after its termination. There is one exception to this prohibition: the parties may make other arrangements with each other in good commercial consultation. These arrangements shall apply insofar as they have been recorded in writing.

Article 28 - Amendment of the general terms and conditions

Tuijn Code is entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be made at any time.
Tuijn Code will discuss major substantive changes with the customer in advance as much as possible.

Article 29 - Governing law and competent court

Only Dutch law applies to any agreement between the parties.
The Dutch court in the district where Tuijn Code is established/has its practice/office has exclusive jurisdiction to hear any disputes between the parties, unless mandatory law provides otherwise.

Terms and Conditions