General Terms And Conditions Widows4Widows
- Widows4Widows : Widows4Widows BV, established in Amsterdam, Chamber of Commerce No. 81985746.
- Customer: the person with whom Widows4Widows has entered into an agreement.
- Parties: Widows4Widows and Customer together.
- Consumer: a Customer who is an individual acting in a private capacity.
Applicability of General Terms and Conditions
- These terms and conditions shall apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Widows4Widows.
- The Parties can only deviate from these conditions if they have explicitly agreed to do so in writing.
- The Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the Customer or of third Parties.
- All prices given by Widows4Widows are in euros, are inclusive of VAT (BTW) and exclusive of any other potential costs such as administrative costs, levies and travel-, shipping- or transport costs, unless expressly stated or agreed otherwise.
- Widows4Widows is entitled to adjust all prices for its products or services, published on its website or otherwise, at any time.
- Prices for services are determined by Widows4Widows on the basis of actual hours worked.
- Prices are calculated according to the usual hourly rates of Widows4Widows, valid for the period in which the activities are performed, unless a different hourly rate has been agreed.
- If the Parties have agreed on a total amount for a service provided by Widows4Widows, this is always an estimated price, unless the Parties have expressly agreed in writing to a fixed price, which then cannot be changed.
- Widows4Widows is entitled to diverge from the estimated price by up to 10%.
- If the estimated price will be exceeded by more than 10%, Widows4Widows must let the Customer know in a timely manner why a higher price is justified.
- If the estimated price will be exceeded by more than 10%, the Customer has the right to cancel the part of the order that exceeds the estimated price by 10%.
- Widows4Widows has the right to adjust prices annually.
- Widows4Widows will communicate price adjustments to the Customer prior to the time that the price increase comes into effect.
- The Consumer has the right to terminate the contract with Widows4Widows if she does not agree with the price increase.
Consequences of Late Payment
- If the Customer does not pay within the agreed term, Widows4Widows is entitled to charge interest of 1% per month from the day the Customer is in default, whereby a part of a month is counted for a whole month.
- When the Customer is in default, she is also liable to Widows4Widows for extrajudicial collection costs and potential damages.
- Collection costs are calculated on the basis of the Netherlands Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
- If the Customer does not pay on time, Widows4Widows may suspend its obligations until the Customer has met her payment obligations.
- In the event of the Customer’s liquidation, bankruptcy, seizure or suspension of payment, Widows4Widows’ claims on the Customer are due and payable with immediate effect.
- If the Customer refuses to cooperate with the execution of the agreement by Widows4Widows, she remains obliged to pay the agreed price to Widows4Widows.
Right of Suspension
Unless the Customer is a Consumer, she waives the right to suspend the fulfilment of any obligation arising from this agreement.
Unless the Customer is a Consumer, she waives the right to settle a debt to Widows4Widows with a claim on Widows4Widows.
The Customer undertakes to insure and keep insured adequately the following items against fire, explosion and water damage, as well as theft:
- goods delivered that are necessary for the execution of the underlying agreement
- goods that are the property of Widows4Widows that are present at the Customer’s premises
- goods that have been delivered under retention of title
The Customer shall provide these insurance policies for inspection, upon Widows4Widows’ first request.
If the Parties enter into a provision of services agreement, these services consist of best-effort obligations only by Widows4Widows, and not performance obligations.
Execution Of The Agreement
- Widows4Widows executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good practice.
- Widows4Widows has the right to (partially) subcontract the agreed services to third Parties.
- The execution of the agreement is carried out in mutual consultation, after written agreement, and potentially, an agreed advance payment by the Customer.
- The Customer is responsible for ensuring that Widows4Widows can start the execution of the agreement on time.
- If the Customer has failed to ensure that Widows4Widows can start the execution of the agreement on time, any resulting additional costs and/or extra hours shall be chargeable to the Customer.
Customer’s Obligation to Provide Information
- The Customer shall make all information, data and documents relevant to the correct execution of the agreement available to Widows4Widows on time and in the requested format and medium.
- The Customer guarantees the correctness, completeness and reliability of the information, data and documents provided, even if they originate from third Parties, unless the nature of the agreement causes it to be otherwise.
- Indien en voor zover de klant dit verzoekt, retourneert Widows4Widows de betreffende bescheiden.
- If and insofar as the Customer requests this, Widows4Widows shall return all relevant documents.
- If the Customer does not provide the information, data or documents reasonably required by Widows4Widows on time and properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours shall be chargeable to the Customer.
Duration Of A Services Provision Agreement
- The agreement between Widows4Widows and the Customer is entered into for a 12-month period (membership year runs from 1 May – 30 April), unless the nature of the agreement causes it to be otherwise or the Parties have expressly agreed otherwise in writing.
- At the expiry of the term recorded in paragraph 1 of this article, the agreement shall tacitly convert into an indefinite term agreement, unless one of the Parties terminates the agreement with due observance of a notice period of 1 month, or if a Consumer terminates the agreement with due observance of a notice period of 1 month, in which case the agreement shall end at the expiry of the fixed term.
- If the Parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless explicitly specified otherwise in writing. If this term is exceeded, the Customer must declare Widows4Widows in default in writing.
Cancellation Of A Time-limited Agreement
- The Customer or Consumer cannot terminate a time-limited, service agreement before the end of 1 (one) year.
- At the expiry of a minimum period of 1 (one) year, a Customer has the right to terminate said agreement with due observance of a notice period of 3 (three) months.
- At the expiry of a minimum period of 1 (one) year, a Consumer has the right to terminate said agreement with due observance of a notice period of 1 (one) month.
- If a service agreement is entered into for a period of less than 1 (one) year, the agreement cannot be terminated prematurely.
- The Customer shall keep confidential any information (in any form) that she receives from Widows4Widows.
- The same applies for any other information concerning Widows4Widows, which the Customer knows to be, or can reasonably suspect to be, secret or confidential, or the sharing of which she can expect could cause damage to Widows4Widows.
- The Customer shall take all necessary measures to ensure that she shall also keep the information referred to in paragraphs 1 and 2 confidential.
- The duty of confidentiality described in this article does not apply to information:
- which was already public before the Customer learned of this information or which later became public without this being the result of a breach of the Customer’s duty of confidentiality.
- which is made public by the Customer on the basis of a legal obligation.
- The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
- If the other Party violates the confidentiality article or intellectual property article of these General Terms and Conditions, she shall become liable for each violation for a penalty due and payable immediately, to the benefit of the trade name.
- If the other Party is a Consumer, then this fine shall be € 1,000.
- If the other Party is a legal person, then this fine shall be € 5,000.
- Furthermore, the other Party is obliged to pay 5% of the amount referenced in paragraph 1for each day that the violation continues.
- No prior notice of default or legal proceedings are required for this penalty to become due. Nor does there need to be any form of damage.
- The penalty referred to in paragraph 1 of this article does not affect the other rights of Widows4Widows, including its right to claim compensation in addition to the penalty.
The Customer shall indemnify Widows4Widows against all third-Party claims relating to the products and / or services delivered by Widows4Widows.
- The Customer must examine a product or service provided by Widows4Widows as soon as possible for potential shortcomings.
- If a product or service provided does not comply with what the Customer could reasonably expect from the agreement, the Customer must inform Widows4Widows of this as soon as possible, but in any case, within 1 month following the discovery of the shortcomings.
- Consumers must inform Widows4Widows of this within two months after detection of the shortcomings.
- The Customer must provide a description of the shortcomings of as detailed a nature as possible, to enable Widows4Widows to respond properly.
- The Customer must demonstrate that the complaint relates to an agreement between the Parties.
- If the complaint relates to ongoing work, in no circumstances can this lead to Widows4Widows being obliged to perform other work than that which had been agreed.
Notice of Default
- The Customer must give notice of default to Widows4Widows in writing.
- It is the Customer’s responsibility to ensure that notice of default actually reaches Widows4Widows (on time).
Joint and Several Client Liabilities
- If Widows4Widows enters into an agreement with several Customers, each of them shall be jointly and severally liable for the full amounts due to Widows4Widows under that agreement.
Liability of Widows4Widows
- Widows4Widows is only liable for any damages suffered by the Customer, if and insofar as these damages are caused by intent or gross negligence.
- If Widows4Widows is liable for any damages, it is only liable for direct damages that result from or are related to the execution of an agreement.
- Widows4Widows is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damages to third Parties.
- If Widows4Widows is liable, its liability is limited to the amount paid by the (professional) liability insurance it has taken out, and in the absence of (full) payment by the insurance company of the damages, the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
In any case, any Customer right to compensation for damages from Widows4Widows shall expire within 12 months of the event which caused the liability to arise, directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
- The Customer has the right to dissolve the agreement if Widows4Widows culpably fails in the fulfilment of its obligations, unless these shortcomings do not justify termination due to their special nature or because they are of minor significance.
- If the fulfilment of the obligations by Widows4Widows is not permanent or is temporarily impossible, dissolution can only take place after Widows4Widows is in default.
- Widows4Widows has the right to dissolve the agreement with the Customer, if the Customer does not fulfil her obligations under the agreement fully or in a timely manner, or if circumstances give Widows4Widows good grounds to fear that the Customer will not be able to fulfil her obligations properly.
- In addition to the provisions of article 6:75 of the Dutch Civil Code, Widows4Widows cannot be held responsible for any shortcomings in its fulfilment of any of its obligation towards its Customer in any situation independent of the will of Widows4Widows, when the fulfilment of its obligations towards the Customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from Widows4Widows.
- The situation of force majeure referred to in paragraph 1 above is also applicable, but not limited, to: states of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, delivery persons or other third Parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which Widows4Widows cannot fulfil one or more of its obligations towards the Customer, these obligations will be suspended until Widows4Widows can comply with them.
- From such a time that a situation of force majeure has lasted for at least 30 calendar days, either Party may dissolve the agreement, in whole or in part, in writing.
- Widows4Widows does not owe any compensation (for damages) in situations of force majeure, even if it has benefitted from the situation of force majeure.
Modification Of The Agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
Changes To The General Terms and Conditions
- Widows4Widows has the right to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Widows4Widows will discuss major changes in content with the Customer in advance, insofar as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer Of Rights
- The Customer cannot transfer rights granted to her in an agreement with Widows4Widows to a third party without the prior written consent of Widows4Widows.
- This provision applies as a stipulation with a property law effect as referred to in Section 3:83 (2) of the Dutch Civil Code.
Consequences Of Nullity Or Annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes as close as possible to what Widows4Widows had in mind when drafting the conditions on that issue.
Applicable Law And Competent Court
- Dutch law is exclusively applicable to all agreements between the Parties.
- The Dutch court in the district where Widows4Widows is established is exclusively competent in the case of any disputes between the Parties, unless the law prescribes otherwise.
Drawn up on 1 March 2021.
Disclaimer: this translation is provided for information purposes only. If there are differences between the English translation and the Dutch original, the Dutch version is the official version.