General Terms and Conditions
This is a translation of our original Dutch General Terms and Conditions.
Article 1. General
- These terms and conditions apply to every offer, quotation and agreement between Neurofied B.V. and the Client to which Neurofied B.V. has declared these terms and conditions applicable, to the extent that these terms and conditions have not been deviated from by the parties expressly and in writing.
- These terms and conditions are also applicable to agreements with Neurofied B.V., for the execution of which Neurofied B.V. must involve third parties.
- These general conditions are also written for the employees of Neurofied B.V. and its management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions of these General Terms and Conditions are at any time fully or partially void or voidable, the other provisions of these General Terms and Conditions will remain fully applicable. Neurofied B.V. and the Client will then consult together in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
- If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place ‘in the spirit’ of these provisions.
- If a situation arises between the parties that is not governed by these general terms and conditions, this situation should be judged according to the spirit of these general terms and conditions.
- If Neurofied B.V. does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Neurofied B.V. would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotes and offers
- All quotations and offers of Neurofied B.V. are without obligation and are valid for three months after the date, unless expressly stated otherwise.
- Neurofied B.V. cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
- Client guarantees that the information provided by him, on which the quotation is based, is in accordance with reality.
- Client warrants that the information provided is free for Neurofied B.V. to process for the execution of the order and that the information and supplied materials are entirely free of any intellectual property rights.
- A submitted quotation does not oblige Neurofied B.V. to perform part of the offer at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; terms of performance, passage of risk, performance and modification of contract; price increase
- The agreement between Neurofied B.V. and the Principal is entered into for the term stated in the agreement.
- If for the performance of certain activities or for the delivery of certain goods a term has been agreed or stated, this is never a fatal term. If a term is exceeded, the Client must therefore give Neurofied B.V. written notice of default. Neurofied B.V. must thereby be offered a reasonable term to still perform the agreement.
- Neurofied B.V. will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the then known state of science.
- Neurofied B.V. has the right to have certain work performed by third parties. The applicability of Sections 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code is expressly excluded.
- If work has to be performed by Neurofied B.V. or by third parties engaged by Neurofied B.V. in the scope of the assignment at the Client’s location or at a location designated by the Client, the Client shall provide free of charge the facilities reasonably desired by such employees.
- Delivery shall be performed from Neurofied B.V. The Client is obliged to take the goods at the moment they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, Neurofied B.V. is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation shall pass to the Client at the moment when goods are at the Client’s disposal.
- Neurofied B.V. is entitled to execute the agreement in several phases and to invoice the thus executed part separately.
- If the agreement is performed in phases, Neurofied B.V. may suspend the execution of those parts that belong to a next phase until the Client has approved in writing the results of the preceding phase.
- The Client shall ensure that all data, which Neurofied B.V. indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the agreement, shall be provided to Neurofied B.V. in a timely manner. If the data necessary for the performance of the agreement are not provided to Neurofied B.V. in due time, Neurofied B.V. shall be entitled to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay according to the then usual rates. The term of performance shall not commence earlier than after the Client has provided Neurofied B.V. with the data. Neurofied B.V. is not liable for any damage, of whatever nature, because Neurofied B.V. has relied on incorrect and/or incomplete data provided by the Client.
- If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will timely and in mutual consultation proceed to adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, the competent authorities etcetera, is changed and the agreement is thereby changed in qualitative and / or quantitative respect, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. Neurofied B.V. will quote the price as much as possible in advance. An amendment of the agreement may furthermore change the originally given term of execution. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is amended, including an addition, Neurofied B.V. will be entitled to perform the agreement only after approval thereof by the authorized person within Neurofied B.V., and the Client has agreed with the price and other conditions stated for the performance, including the time to be determined for the performance. The non-performance or non-immediate performance of the modified agreement does not constitute a default by Neurofied B.V. and is no ground for the Client to terminate or cancel the agreement.
- Without thereby being in default, Neurofied B.V. may refuse a request to change the agreement, if this could have consequences in qualitative and / or quantitative respect, for example, for the work to be performed or goods to be delivered in that context.
- If the Client should be in default in the proper fulfillment of what it is bound to do towards Neurofied B.V., the Client shall be liable for all damage on the part of Neurofied B.V. caused directly or indirectly as a result.
- All prices stated in the offer are adjusted annually in accordance with the Dutch Central Bureau of Statistics consumer ‘price index figure for all households’. The reference year shall be the year in which the order is issued. Unless otherwise agreed in writing.
Article 4. Information and cooperation during research
- Client is responsible for the timely and correct supply of all information, documentation, and data necessary for the assignment to run as smoothly as possible and according to time schedule.
- Client shall make employee(s) available to perform the assignment for a period sufficient for proper performance if agreed upon.
Article 5. Change of assignment and mid-term cancelation of the agreement
- Neurofied B.V. is entitled to suspend the performance of the obligations or to dissolve the agreement, if the Client does not, not completely, or not timely fulfill the obligations under the agreement, after the conclusion of the agreement Neurofied B.V. become aware of circumstances that give good ground to fear that the Client will not fulfill its obligations, if, at the conclusion of the agreement, the Client has been requested to provide security for the fulfillment of its obligations under the agreement and such security is not provided or insufficient, or if, due to the delay on the part of the Client, Neurofied B.V. can no longer be required to perform the agreement against the originally agreed conditions.
- Furthermore, Neurofied B.V. is entitled to dissolve the agreement if circumstances occur which are of such nature that the performance of the agreement is impossible or if other circumstances occur which are of such nature that Neurofied B.V. cannot reasonably be expected to maintain the agreement unchanged.
- If the agreement is dissolved, Neurofied B.V.’s claims against the Client are immediately due and payable. If Neurofied B.V. suspends the performance of its obligations, it shall retain its claims under the law and the agreement.
- If Neurofied B.V. proceeds to suspension or dissolution, it shall in no way be bound to compensate damage and costs thereby incurred in any way.
- If the dissolution is imputable to the Client, Neurofied B.V. shall be entitled to compensation of the damage, including the costs, thereby directly and indirectly incurred with a minimum of 10% of the agreed fee over the remaining agreed fee.
- If the Client does not fulfill its obligations under the agreement and this non-performance justifies dissolution, Neurofied B.V. will be entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the Client, by virtue of default, is obliged to pay compensation or indemnification.
- If the Client cancels an order placed in whole or in part, the work that has been carried out and the items ordered or prepared for it, plus any preparation and processing costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client.
Article 6. Force majeure
- Neurofied B.V. is not bound to fulfill any obligation towards the Client if it is hindered to do so as a result of a circumstance that is not due to fault, and which is not for its account under the law, a legal act or generally accepted practice.
- In these General Terms and Conditions, force majeure means, in addition to what is understood in this respect in the law and case law, all external causes, foreseen or unforeseen, on which Neurofied B.V. cannot exert influence, but which prevent Neurofied B.V. from being able to fulfill its obligations. This includes strikes in the company of Neurofied B.V. or of third parties. Neurofied B.V. is also entitled to invoke Force Majeure if the circumstance which prevents (further) performance of the Agreement occurs after Neurofied B.V. should have performed its obligation.
- Neurofied B.V. may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to compensate damage to the other party.
- Insofar Neurofied B.V., at the time of the occurrence of Force Majeure, has already partially performed its obligations under the agreement or will be able to perform them, and the performed respectively to be performed part has independent value, Neurofied B.V. is entitled to separately invoice the already performed respectively to be performed part. The Client shall pay this invoice as if it were a separate agreement.
Article 7. Terms of payment
- Payment should always be made within 14 days after the invoice date, in a manner to be indicated by Neurofied B.V. in the currency in which it has been invoiced, unless otherwise indicated by Neurofied B.V. in writing. Neurofied B.V. is entitled to invoice periodically.
- If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be due. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
Article 8. Ownership retention of general and Intellectual property
- Everything delivered by Neurofied B.V. under the agreement remains the property of Neurofied B.V. until the Client has properly fulfilled all obligations under the agreement(s) concluded with Neurofied B.V.
- Models, Mechanisms, Techniques, Methods, explicit information from advice reports as well as implicit information like questionnaires, media expressions including pictures, film, sound fragments, software, that have been used for the execution of the agreement, are and remain the property of Neurofied B.V. Any form of publication is therefore prohibited without written permission.
- Neurofied B.V. reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Neurofied B.V. has the right to use the knowledge gained by the execution of an agreement on its side also for other purposes, as long as no strictly confidential information of the Client is brought to the knowledge of third parties.
Article 9. Warranty
- Neurofied B.V. warrants that the services agreed upon with Client will be properly performed. If Client can demonstrate that Neurofied B.V. has defaulted beyond the points set forth in these present conditions, Neurofied B.V. will still properly deliver its part of the agreement as entered into without additional costs.
- Client warrants cooperation with services provided under warranty as mentioned under sub1 to enable proper delivery.
- Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against Neurofied B.V. and the third parties involved by Neurofied B.V. in the performance of an agreement is one year.
Article 10. Liability
- Neurofied B.V. is liable if the damage is due to intent or gross fault of Neurofied B.V. or its executive or subordinates.
- If Neurofied B.V. should be liable, this liability is limited to what is regulated in this provision.
- Neurofied B.V. is not liable for damages, of any nature whatsoever, arising because Neurofied B.V. has relied on incorrect and/or incomplete data provided by or on behalf of the Client.
- If Neurofied B.V. should be liable for any kind of damage, Neurofied B.V.’s liability shall be limited to the amount agreed as the fee Neurofied B.V. has received in connection with the present assignment.
- The liability of Neurofied B.V. is in any case always limited to the amount of the payment made by its insurer in such cases.
- Neurofied B.V. shall only be liable for direct damage.
- Direct damage shall exclusively mean the reasonable costs to determine the cause and the scope of the damage, insofar as the determination relates to damage in the sense of these General Terms and Conditions, any reasonable costs incurred to have the faulty performance of Neurofied B.V. comply with the agreement, insofar as they can be attributed to Neurofied B.V., and reasonable costs incurred to prevent or limit damage, insofar as the Client proves that these costs have led to limitation of direct damage as meant in these General Terms and Conditions. Neurofied B.V. shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
- If Neurofied B.V. cannot invoke Paragraph 2, Paragraph 3, Paragraph 4 of this Article, the liability for Neurofied B.V. can never exceed 50,000 Euro.
Article 11. Personnel
- Both parties guarantee not to employ or contract or recruit personnel of each other starting from the start of the agreement and ending one year after the last obligation according to the agreement unless there is an explicit written agreement.
Article 12. Applicable law and disputes
- To all legal relationships to which Neurofied B.V. is a party, only Dutch law is applicable, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.
- Parties will only appeal to court after they have done their utmost to settle a dispute in mutual consultation.
Article 13. Location and modification of terms and conditions
- These General Terms and Conditions in Dutch have been filed at the Dutch Chamber of Commerce.
- The last filed version or the version which was valid at the time of the conclusion of the legal relationship with Neurofied B.V. is always applicable.
- The Dutch text of the General Terms and Conditions is always decisive for the interpretation thereof.
Last edit: 30-11-2022