Terms and Conditions

Article 1. Applicability of these conditions.

These conditions apply to every offer and every agreement between Bart Ros Development and a client to which Bart Ros Development has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions.

Article 2. Quotations.

 The quotations made by Bart Ros Development are valid for 45 days, unless otherwise stated. Bart Ros Development is only bound to the quotations if the client confirms their acceptance in writing within 45 days.

Article 3. Execution of the agreement.

1. Bart Ros Development will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. If and insofar as proper execution of the agreement requires this, Bart Ros Development has the right to have certain work carried out by third parties.

3. The client ensures that all information that Bart Ros Development indicates is necessary or of which the client should reasonably understand that it is necessary for the execution of the agreement, is provided to Bart Ros Development in a timely manner. If the information required for the execution of the agreement has not been provided to Bart Ros Development in a timely manner, Bart Ros Development has the right to suspend the execution of the agreement and/or to charge the client the additional costs resulting from the delay according to the usual rates. to charge.

4. Bart Ros Development is not liable for damage of any nature whatsoever caused by Bart Ros Development based on incorrect and/or incomplete information provided by the client, unless Bart Ros Development should have been aware of this incorrectness or incompleteness.

5. If it has been agreed that the agreement will be executed in phases, Bart Ros Development may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 4. Contract duration; execution period.

 An agreed term for execution is not a strict deadline, unless expressly agreed otherwise. If the execution period is exceeded, the client must therefore give Bart Ros Development written notice of default.

Article 5. Changes to the agreement.

1. If during the execution of the agreement it appears that for proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Bart Ros Development will inform the client of this as soon as possible.

3. If the change or addition to the agreement has financial and/or qualitative consequences, Bart Ros Development will inform the client of this in advance. If a fixed fee has been agreed, Bart Ros Development will indicate to what extent the amendment or addition to the agreement will result in this fee being exceeded.

4. Notwithstanding paragraph 3, Bart Ros Development will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Bart Ros Development.

5. If it has been agreed that the agreement will be executed in phases, Bart Ros Development may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 6. Confidentiality.

Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

 

Article 7. Intellectual property.

1. Without prejudice to the provisions of Article 6 (Confidentiality) of these terms and conditions, Bart Ros Development reserves the rights and powers vested in Bart Ros Development under the Copyright Act.

2. All documents provided by Bart Ros Development, such as reports, advice, designs, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced, made public without prior permission from Bart Ros Development. made or brought to the attention of third parties.

3. Bart Ros Development also reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 8. Ownership determination.

1. All goods or designs delivered by Bart Ros Development and located at/under the client remain the property of Bart Ros Development until the client has paid all claims regarding the delivery.

2. Any developed applications, the Content Management System and/or source code of websites remain the property of Bart Ros Development. Under no circumstances can the client gain access to the source code or database structure of the application. After any termination of the collaboration, the client may under no circumstances use the source code developed by Bart Ros Development.

3. The data stored by the client in the database and on the web servers remain the property of the client at all times. Bart Ros Development may and will not use these in any way for its own purposes, nor pass them on to third parties.

4. If the collaboration is terminated by one of the parties and all outstanding invoices have been paid, Bart Ros Development will provide the client with an electronic list (in Excel or text file, depending on the client's choice) with all details of the client from the database, after which Bart Ros Development will permanently delete this data. The client is responsible for downloading other data stored on the web servers.

5. Bart Ros Development has the right to place the text 'Developed by Bart Ros Development' under all completed websites, web shops and applications, unless otherwise agreed.

Article 9. Duration and termination of web hosting.

1. The agreement for hosting services is entered into for a minimum term of twelve months (first year). In the second year, all services are tacitly extended. The client can cancel at any time with a notice period of four weeks. This agreement can be canceled in writing or by e-mail. If the agreement has been terminated, requesting data is no longer possible.

2. If the client fails to fulfill any obligation under the agreement or on the basis of these conditions, Bart Ros Development has the right to dissolve all agreements concluded with the client concerned without a notice of default or judicial intervention being required and without prejudice to the right of Bart Ros Development for compensation for damage, lost profit and interest.

Article 10. Termination.

1. Both parties can terminate the agreement at any time, provided that the termination is made in writing and with reasons. In that case, parties must observe a notice period of at least four weeks.

2. In the event of premature termination, Bart Ros Development is, in addition to reimbursement of costs incurred, entitled to a reasonably determined part of the fee, based on the work already performed and costs incurred, the benefit that the client receives from this and the basis for the cancellation.

Article 11. Termination of the agreement.

Bart Ros Development's claims on the client are immediately due and payable in the following cases:

– If, after concluding the agreement, Bart Ros Development becomes aware of circumstances that give Bart Ros Development good reason to fear that the client will not fulfill its obligations.

– If Bart Ros Development has asked the client to provide security for compliance when concluding the agreement and this security is not provided or is insufficient in the opinion of Bart Ros Development. In the cases mentioned, Bart Ros Development is entitled to suspend further execution of the agreement or to dissolve the agreement, without prejudice to Bart Ros Development's right to claim damages.

– If circumstances arise with regard to persons and/or materials that Bart Ros Development uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so difficult and/or becomes disproportionately expensive, such that compliance with the agreement can no longer reasonably be required, Bart Ros Development is entitled to terminate the agreement.

Article 12. Defects: complaint periods.

1. Complaints about the work performed must be reported in writing by the client to Bart Ros Development within 14 days after discovery, but no later than one month after completion of the work in question.

2. If a complaint is justified, Bart Ros Development will still carry out the work as agreed, unless this has become pointless for the client. The latter must be made known by the client. If it is no longer possible or useful to provide the agreed services, Bart Ros Development will only be liable within the limits of Article 16 (Liability).

3. Even if the client complains in time, his obligation to pay remains.

Article 13. Fee.

1. Paragraphs 2, 6 and 7 of this article apply to offers and agreements in which a fixed fee is offered or agreed. If no fixed fee is agreed, paragraphs 3 to 7 of this article apply.

2. Parties can agree on a fixed fee when concluding the agreement. The fixed fee is exclusive of VAT and third party costs.

3. If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of Bart Ros Development, applicable for the period in which the work is carried out, unless a different hourly rate has been agreed.

4. Any cost estimates are exclusive of VAT and third party costs. Prices stated in a quotation are exclusive of VAT, unless stated otherwise.

5. For orders with a term of longer than one month, the costs due will be charged periodically. The terms and amounts can be further agreed upon by Bart Ros Development and the Client. See also article 19. (Down payment).

6. If Bart Ros Development agrees on a fixed fee or hourly rate with the client, Bart Ros Development is nevertheless entitled to increase this fee or rate: Bart Ros Development may pass on increases in wage and material costs. Such an increase can only be charged to the client if this has been communicated to him before the effective date and if he has agreed to this in writing.

7. If the increase is more than 10%, the client has the right to terminate the agreement with immediate effect.

Article 14. Payment.

1. Payment must be made within 14 days of the invoice date, by transferring the amount due to the bank account stated on the invoice. After 30 days have elapsed after the invoice date, the client is in default; The client owes statutory interest on the amount due from the moment of default.

2. In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client will be immediately due and payable.

3. Payments made by the client always serve firstly to settle all interest and costs due, and secondly to settle due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice .

4. Payment must be made without discount or settlement.

Article 15. Collection costs.

1. If the client is in default or fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. In any case, the client owes:

– on the first € 6,500,- 15%
– on the excess up to € 13,000,- 10%
– on the excess up to € 32,500,- 8%
– on the excess up to € 130,000,- 5%
– about the multiple 3%

If Bart Ros Development demonstrates that it has incurred higher costs that were reasonably necessary, these will also be eligible for reimbursement.

2. The client owes Bart Ros Development the legal costs incurred by Bart Ros Development in all instances, except insofar as the client demonstrates that these are unreasonably high. This only applies if Bart Ros Development and the client conduct legal proceedings with regard to an agreement to which these general terms and conditions apply and a court decision becomes final and the client is completely or predominantly found in the wrong.

Article 16. Liability

1. Bart Ros Development's liability is limited to the amount of the fee owed, and for assignments with a longer term, further limited to the fee portion due over the last six months.

2. The limitations of liability included in these conditions do not apply if the damage is due to intent or gross negligence on the part of Bart Ros Development or its manager(s) or subordinate(s). The clause contains a general limitation to a certain fixed amount. Nuances are possible:

– liability for the conduct of certain persons is limited or excluded;

– liability for certain forms of non-performance is limited (for example, a different liability limit for non-performance or late performance than for defective performance);

– liability for certain types of damage is limited or excluded (for example: a different liability limit for personal injury than for property damage or pure financial damage, such as stagnation damage, loss of profit, etc.).

Article 17. Dispute resolution.

Notwithstanding the legal rules for the jurisdiction of the civil court, any dispute between the client and the contractor will, if the court has jurisdiction, be settled by the District Court in Amsterdam. However, Bart Ros Development remains authorized to summon the client before the competent court according to the law or the applicable international treaty.

Article 18. Applicable law.

Dutch law applies to every agreement between Bart Ros Development and the client.

Article 19. Down payment.

Bart Ros Development requires a down payment of 40% for quotes above €500 prior to the start of the assignment. This amount must be transferred within 14 days after signing the quotation. For long-term projects, Bart Ros Development invoices according to agreements made between the client and Bart Ros Development.

Article 20. Force majeure.

In the event of force majeure, which in any case includes internal commotion, mobilization, war, transport disruption, strike, exclusion, business disruptions, stagnation in supply, fire, flood, import and export barriers and in the event that Bart Ros Development is its own suppliers, regardless of the reason, are not enabled to deliver, as a result of which compliance with the agreement cannot reasonably be expected from Bart Ros Development, the execution of the agreement will be suspended or the agreement will be terminated, all without any obligation to pay compensation.

Article 21. Changes to the conditions.

Bart Ros Development is authorized to make changes to these conditions. These changes will come into effect at the announced time of entry into force. Bart Ros Development will send the amended conditions to the client in a timely manner. If no time of entry into force has been communicated, changes will come into effect vis-à-vis the client as soon as he has been notified of the change.