GENERAL TERMS AND CONDITIONS FOR SERVICE PROVIDERS (B2B)

Article 1 - Definitions

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EditFlow B.V., located in The Hague, Chamber of Commerce number 97605972, 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.
Parties are the service provider and client together.
The agreement refers to the service agreement between parties.

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Article 2 - Applicability of general terms and conditions

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These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider.
Deviation from these terms and conditions is only possible if explicitly and in writing agreed upon by parties.

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Article 3 - Payment

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Invoices must be paid within 14 days after the invoice date, unless parties have made other written agreements or a different payment term is stated on the invoice.
Payments are made without any claim 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, they are automatically in default without any notice being required. From that moment, the service provider is entitled to suspend obligations until the client has fulfilled their payment obligations.
If the client remains in default, the service provider will proceed to collection. The costs related to that collection are for the account of the client.
When the client is in default, they owe the service provider, in addition to the principal amount, statutory (commercial) interest, extrajudicial collection costs and other damages. Collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
In case of liquidation, bankruptcy, seizure or suspension of payments of the client, the service provider's claims on the client become immediately due and payable.
If the client refuses to cooperate with the execution of the assignment by the service provider, they are still obliged to pay the agreed price to the service provider.

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Article 4 - Offers and quotations

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The service provider's offers are valid for at most 1 month, unless a different acceptance period is mentioned in the offer. If the offer is not accepted within the set period, the offer expires.
Delivery times in quotations are indicative and do not give the client the right to dissolution or compensation for damages in case of exceeding them, unless parties have explicitly and in writing agreed otherwise.
Offers and quotations do not automatically apply to repeat orders. Parties must explicitly and in writing agree to this.

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Article 5 - Prices

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The prices mentioned on offers, quotations and invoices of the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.
The prices of goods are based on the cost prices known at that time. Increases in these, which could not be foreseen by the service provider at the time of making the offer or concluding the agreement, may give rise to price increases.
Regarding service provision, parties may agree on a fixed price when concluding the agreement.
If no fixed price has been agreed, the rate regarding service provision can be determined based on actual hours spent. The rate is calculated according to the service provider's usual hourly rates, applicable for the period in which they perform the work, unless a deviating hourly rate has been agreed.
If no rate based on actual hours spent has been agreed, a target price is agreed for service provision, whereby the service provider is entitled to deviate from this by up to 10%. If the target price will exceed 10%, the service provider must timely inform the client why a higher price is justified. In that case, the client has the right to cancel part of the assignment that exceeds the target price increased by 10%.

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Article 6 - Price indexation

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The prices and hourly wages agreed upon when concluding the agreement are based on the price level applicable at that time. The service provider has the right to adjust the fees to be charged to the client annually on January 1st.
Adjusted prices, rates and hourly wages are communicated to the client as soon as possible.

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Article 7 - Information provision by client

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The client makes all information relevant to the execution of the assignment available to the service provider.
The client is obliged to make all data and documents that the service provider deems necessary for the correct execution of the assignment available timely and in the desired form and manner.
The client guarantees the accuracy, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment provides otherwise.
The client indemnifies the service provider against any damage in any form arising from non-compliance with the provisions in the first paragraph of this article.
If and to the extent the client requests this, the service provider returns the relevant documents.
If the client does not, not timely or not properly make available the data and documents required by the service provider and the execution of the assignment is delayed as a result, the resulting extra costs and additional fees are for the account of the client.

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Article 8 - Withdrawal of assignment

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The client is free to terminate the assignment to the service provider at any desired moment.
When the client withdraws the assignment, the client is obliged to pay the due compensation for the delivered work and the expenses incurred by the service provider.

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Article 9 - Execution of the agreement

The service provider executes the agreement to the best of their insight and ability and in accordance with the requirements of good workmanship.
The service provider has the right to have work performed by third parties.
Execution takes place in mutual consultation and after written agreement and payment of any agreed advance payment.
It is the responsibility of the client that the service provider can timely start the assignment.

Article 10 - Contract duration assignment

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The agreement between the client and the service provider is concluded for an indefinite period, unless the nature of the agreement provides otherwise or parties have explicitly and in writing agreed otherwise.
If parties have agreed on a term for the completion of certain work within the duration of the agreement, this is never a fatal term. In case of exceeding this term, the client must give written notice of default to the service provider.

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Article 11 - Change of the agreement

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If during the execution of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, parties adjust the agreement accordingly timely and in mutual consultation.
If parties agree that the agreement is changed or supplemented, the time of completion of execution may be affected thereby. The service provider informs the client of this as soon as possible.
If the change or supplement to the agreement has financial and/or qualitative consequences, the service provider informs the client about this in writing as soon as possible.
If parties have agreed on a fixed fee, the service provider indicates to what extent the change or supplement to the agreement results in an exceeding of this fee.

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Article 12 - Force majeure

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In addition to the provisions in article 6:75 of the Dutch Civil Code, a failure of the service provider in the performance of any obligation towards the client cannot be attributed to the service provider in case of circumstances independent of the service provider's will, whereby the performance of their obligations towards the client is wholly or partially prevented or whereby the performance of their obligations cannot reasonably be demanded from the service provider. These circumstances include but are not limited to defaults of suppliers or other third parties, power outages, computer viruses, strikes, bad weather conditions and work interruptions.
If such a situation occurs as a result of which the service provider cannot fulfill their obligations towards the client, those obligations are suspended as long as the service provider cannot fulfill their obligations. If the situation mentioned in the previous sentence has lasted 30 calendar days, parties have the right to dissolve the agreement wholly or partially in writing.
The service provider is not obliged to compensate any damage in the case referred to in the second paragraph of this article, even if the service provider enjoys any advantage as a result of the force majeure situation.

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Article 13 - Set-off

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The client waives their right to set off a debt to the service provider with a claim on the service provider.

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Article 14 - Suspension

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

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Article 15 - Transfer of rights

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Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a provision with property law effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.

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Article 16 - Lapse of claim

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Any right to compensation for damage caused by the service provider lapses in any case 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.

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Article 17 - Nature of the agreement

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Parties have concluded an agreement with a service-providing character.

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Article 18 - Insurance

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The client undertakes to adequately insure and keep insured the delivered goods that are necessary for the execution of the underlying agreement, as well as goods of the service provider that are present at the client and goods that have been delivered under retention of title, against among others fire, explosion and water damage as well as theft.
The client provides the policies of these insurances for inspection upon first request.

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Article 19 - Liability for damage

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The service provider is not liable for damage arising from this agreement, unless the service provider has caused the damage intentionally or with gross negligence.
In case the service provider owes compensation to the client, the damage amounts to no more than the fee.
Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out by the concluded (professional) liability insurance(s) in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.
The liability limitation also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of equipment, software, data files, registers or other items used by the service provider in executing the assignment.
Not excluded is the liability of the service provider for damage that is the result of intent or conscious recklessness of the service provider, their managers or subordinates.

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Article 20 - Liability of client

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If an assignment is given by more than one person, each of them is 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, this natural person may also personally be the client. This requires that this natural person can be considered the (co-)policy maker of the legal entity.
In case of non-payment by the legal entity, the natural person is personally liable for payment of the invoice, regardless of whether this, whether or not at the request of the client, has been issued in the name of a legal entity or in the name of the client as a natural person or both.

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Article 21 - Indemnification

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

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Article 22 - Complaint obligation

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

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

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The goods present at the client and delivered goods and parts remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke their retention of title and take back the goods.
If the agreed advance payments are not or not timely fulfilled, the service provider has the right to suspend the work until the agreed part is still fulfilled. This constitutes creditor default. A late delivery cannot be held against the service provider in that case.
The service provider is not authorized to pledge the goods falling under their retention of title or to encumber them in any other way.
If goods have not yet been delivered, but the agreed advance payment or price has not been fulfilled according to the agreement, the service provider has the right of retention. The good is then not delivered until the client has paid completely and according to the agreement.
In case of liquidation, insolvency or suspension of payments of the client, the obligations of the client become immediately due and payable.

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Article 24 - Intellectual property

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Unless parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, design and model law, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, maquettes, etc.
The mentioned intellectual absolute rights may not be copied, shown to third parties and/or made available or otherwise used without written permission from the service provider.
The client undertakes to maintain confidentiality of the confidential information made available to them by the service provider.
Confidential information means at least that which this article relates to, as well as business data.
The client undertakes to impose a written confidentiality obligation on their personnel and/or third parties involved in the execution of this agreement with the purport of this provision.

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Article 25 - Confidentiality

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The client keeps secret the information (in any form) they receive from the service provider and all other information concerning the service provider of which they know or can reasonably suspect that it is secret or confidential, or information of which they can expect that the dissemination thereof can cause damage to the service provider, and takes all necessary measures to ensure that the client also keeps the mentioned information secret.
The confidentiality obligation mentioned in the first paragraph of this article does not apply to information: a. that was already public at the time the client received this information or has subsequently become public without a breach of a confidentiality obligation resting on them b. of which the client can prove that this information was already in their possession at the time of provision by the service provider c. that the client has received from a third party whereby this third party was entitled to provide this information to the client d. that is made public by the client based on a legal obligation
The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

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Article 26 - Penalty for breach of confidentiality obligation

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If the client violates the article of these general terms and conditions about confidentiality, the client forfeits to the benefit of the service provider an immediately due penalty of €10,000.00 for each violation and in addition an amount of €500 for each day that violation continues. This is regardless of whether the violation can be attributed to the client. Moreover, no prior notice of default or judicial procedure is necessary for forfeiting this penalty. There also does not need to be any form of damage.
Forfeiting the penalty mentioned in the first paragraph of this article does not prejudice the other rights of the service provider including their right to claim damages in addition to the penalty.

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Article 27 - Non-recruitment of personnel

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The client does not employ employees of the service provider (or of companies on which the service provider has relied for the execution of this agreement and who are (have been) involved in the execution of the agreement). They also do not have them work for them directly or indirectly in any other way.
The prohibition in paragraph 1 applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: parties can make other agreements in good business consultation with each other. These agreements apply to the extent that they are recorded in writing.

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Article 28 - Amendment of general terms and conditions

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The service provider may always amend or supplement these general terms and conditions.
Changes of minor importance can be implemented at any time.
The service provider will discuss major substantive changes with the customer in advance as much as possible.

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Article 29 - Applicable law and competent court

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Dutch law exclusively applies to every agreement between parties.
The Dutch court in the district where the service provider is established/practices/holds office is exclusively competent to take cognizance of any disputes between parties, unless the law mandatorily provides otherwise.

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Article 30 - Attribution

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These general terms and conditions were created with the help of Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).

These general terms and conditions apply from: January 1, 2025