General terms and conditions

This is an English translation of the Dutch Algemene voorwaarden of Twentynext B.V., a private limited company having its office and registered seat in Eindhoven, the Netherlands. The translation is provided for convenience only. In the event of any discrepancy between the two versions, the Dutch text prevails.

1 Definitions
In these general terms and conditions the following definitions apply, in the singular as well as in the plural.
1.1 General Terms and Conditions: the present general terms and conditions of supply, irrespective of the form in which they have been made known to the Client.
1.2 Twentynext: the private limited company Twentynext B.V., having its office and registered seat in Eindhoven.
1.3 Services: all work that is the subject of any quotation, agreement or other legal act in the relationship between Twentynext and the Client.
1.4 Client: the party, acting in the exercise of a profession or business, to whom Twentynext’s offer (the quotation) is addressed, with whom Twentynext has concluded an agreement, or for whose benefit Twentynext performs its services.

2 Applicability
2.1 The General Terms and Conditions apply to and form part of all offers, quotations, agreements and other legal acts, irrespective of the form in which these have been made, concerning the supply of Services by Twentynext to or for the benefit of the Client, as well as to products or services that Twentynext may have obtained from third parties and supplies onward to the Client, whether or not in amended form.
2.2 The applicability of any general (purchase) conditions of the Client is expressly rejected.
2.3 Deviations from the General Terms and Conditions are valid only if expressly agreed in writing between Twentynext and the Client.
2.4 If and insofar as any provision of the General Terms and Conditions is declared void or is annulled, the remaining provisions of the General Terms and Conditions shall remain in full force. In such a case Twentynext and the Client shall enter into consultation with each other on a new provision to replace the old one, approximating the content and purport of the old provision as closely as possible.

3 Offer and quotation
3.1 All offers by Twentynext are without obligation, unless expressly stated otherwise in writing.
3.2 Twentynext’s quotations are based on an inventory, drawn up in advance in consultation with the Client, of the work to be performed by Twentynext.
3.3 All quotations by Twentynext are valid for the period stated in the quotation concerned. If no period is stated, the quotation is valid until 14 (fourteen) days after the date on which it was issued.

4 Prices, rates and additional work
4.1 All prices and rates stated by Twentynext are in euros and exclusive of value added tax (VAT) or any other levies imposed by the authorities.
4.2 Unless it has been expressly agreed in writing that prices and rates apply for a particular period, for example a defined project, Twentynext is entitled to adjust its prices and rates in the interim, observing a period of one month after announcing them.
4.3 If, in consultation with or at the request of the Client, the original agreement is departed from, or if the original agreement is extended, the resulting costs of additional work shall be charged to the Client at the prices and rates applicable at that time.

5 Invoicing, payment and complaints
5.1 Services are invoiced on the basis of the payment schedule included in the quotation or the agreement. If no payment schedule has been agreed, invoicing takes place in principle on a monthly basis.
5.2 All invoices must be paid within the payment term stated on the invoice. If no payment term is stated, a payment term of 30 (thirty) days applies.
5.3 Payments are deducted from the Client’s oldest outstanding invoices, unless the Client has provided any other designation.
5.4 Twentynext is entitled at all times to require (partial) payment in advance and to suspend the supply of Services until such advance payment has been received. Twentynext is furthermore entitled, before commencing the Services or, where applicable, a subsequent phase of the services, to require security for payment in a form to be indicated by Twentynext, for example by means of a bank guarantee.
5.5 If the Client fails to pay any invoice from Twentynext within the payment term, the Client is automatically in default, without any reminder or notice of default being required. From that moment the Client automatically owes statutory interest on the outstanding amount.
5.6 If, after a reminder or notice of default, the Client remains in default in paying the outstanding invoice and the interest owed on it, Twentynext may place its claim in the hands of a collection agency. In that case, in addition to payment of the principal sum plus interest, the Client is also obliged to pay all extrajudicial and judicial costs, expressly in addition to any legal costs awarded by the court. The amount of these costs is set at no less than 15% of the principal sum.
5.7 All objections by the Client to an invoice from Twentynext must be reported to Twentynext in writing within 14 (fourteen) days of the invoice date, failing which the amount is deemed to have been acknowledged as owed by the Client.
5.8 The provisions of the General Terms and Conditions, and more particularly the provisions of this article, are without prejudice to Twentynext’s rights to suspend performance of the Services if the Client fails to meet its obligations under the agreement with Twentynext, as well as to Twentynext’s right of set-off.
5.9 Any reliance by the Client on suspension, set-off or deduction is excluded.

6 Performance of Services and retention of title
6.1 Twentynext shall use its best efforts to perform its Services and, insofar as applicable, to deliver the results thereof in accordance with the planning agreed, if applicable. All periods stated are, however, to be regarded as guidelines and are never strict deadlines, unless Twentynext and the Client have expressly agreed otherwise in writing.
6.2 Twentynext shall use its best efforts to perform its Services with due care, where applicable in accordance with arrangements and procedures agreed in writing with the Client for that purpose. If the Services are performed wholly or partly at the Client’s offices, Twentynext and its employees shall observe the house rules applicable there, provided these have been made available by the Client in good time.
6.3 If Twentynext and the Client have agreed that the Services will be performed in phases, Twentynext is entitled to postpone the start of the Services belonging to a subsequent phase until the results of the preceding phase or phases have been approved by the Client.
6.4 If the performance of the Services was premised on their being carried out by a particular person or particular persons, Twentynext is entitled to replace that person or those persons with a person or persons having the same qualifications.
6.5 Twentynext is entitled to outsource the assignment or parts of it to third parties, or to hire third parties in the context of performing the assignment.
6.6 The Client is aware that requirements or wishes leading to additional work as referred to in article 4.3 affect the mutual responsibilities and the planning agreed, or the expected time of delivery of the results of the Services.
6.7 All goods supplied to the Client remain the property of Twentynext until the Client has paid in full all amounts owed to Twentynext for the supply of Services, together with any interest and collection costs owed on them.
6.8 After delivery of the results of the Services an acceptance period of 1 week follows, during which the Client has the opportunity to check that the results of the Services function correctly in accordance with the agreed specifications. Errors and defects identified during this period are remedied free of charge, provided they have not been caused by adaptations, modifications or improper use by the Client or a third party. The remedying of errors and defects identified after the acceptance period takes place under a maintenance contract to be concluded.

7 Obligations of the Client
7.1 The Client is aware that the results of the performance of the Services depend in part on the correct, complete and timely provision by the Client of the data required or requested by Twentynext for or during the performance of the Services. The Client therefore warrants that the data provided, in whatever form, are correct, complete and consistent, and that providing them to Twentynext does not in any way infringe the rights of third parties, in the broadest sense of the word.
7.2 The Client shall use its best efforts to provide the cooperation that is reasonably requested and/or necessary for the proper performance of the Services by Twentynext. In this connection the Client shall offer employees of Twentynext who perform work at the Client’s offices for the purpose of the Services the support necessary for carrying out their work.

8 Intellectual property rights
8.1 All intellectual property rights in respect of the results of the Services, as well as the designs, software, documentation and all other materials developed or used in preparation for or in performance of the Services, vest exclusively in Twentynext. The supply of the Services does not entail any transfer of intellectual property rights, unless expressly agreed otherwise in writing between Twentynext and the Client.
8.2 The Client obtains a non-exclusive and non-transferable right of use (licence) to use the results of the Services for the agreed purposes. In such use the Client shall strictly observe any additional conditions of use agreed for that purpose.
8.3 The Client declares that all products and materials provided by it to Twentynext in the context of the performance of the Services are the property of the Client, or that the Client has obtained permission from the lawful owner to use these products and materials. The Client is liable in this respect in the event of infringement of any property or copyright.
8.4 The Client shall not, without the prior written consent of Twentynext, disclose, reproduce or make available to a third party, in any way, in whole or in part, the results of the Services or other materials as referred to in paragraph 1 of this article.
8.5 The Client shall not remove, alter or render illegible any of Twentynext’s notices concerning copyright, trademark rights, trade names or other intellectual property rights.
8.6 Twentynext is permitted to use the Client’s name and the components developed for its own promotion and/or publicity only with the prior written consent of the Client.
8.7 Twentynext warrants that it is entitled to grant the licence referred to in paragraph 2 of this article and indemnifies the Client against any claims by third parties in this respect, on condition that it is informed immediately of such a claim and that the handling of it is left entirely to Twentynext by the Client. This indemnity lapses if and insofar as the results of the Services have been modified, unless the Client demonstrates that the claim concerned does not arise from that modification.
8.8 In the event of a breach of any of the provisions of this article, the Client forfeits to Twentynext, without any further notice of default or judicial intervention being required, an immediately payable penalty of EUR 50,000 (in words: fifty thousand euros) per breach, increased by an amount of EUR 5,000 (in words: five thousand euros) for each day such breach continues, without prejudice to Twentynext’s right to claim full compensation of damages at its discretion.

9 Confidentiality
9.1 Twentynext and the Client undertake mutually to observe confidentiality regarding all confidential information they receive about the other party (and its business). They shall also impose this obligation on their employees and on third parties they have engaged for the performance of the agreement.
9.2 Information is in any event deemed confidential if it has been designated as such.

10 Liability and force majeure
10.1 Twentynext’s statutory liability for an attributable failure in the performance of the agreement is limited to compensation for the direct loss suffered by the Client, up to a maximum of the amount of the fee stipulated for the agreement concerned. If the agreement has a term of more than one year, the stipulated fee is set at the total of the fees stipulated for the year running at the moment the loss concerned occurs. In no event shall the said compensation for direct loss exceed the amount actually paid out in such a case under the insurance taken out by Twentynext for that purpose and, if the loss consists of death, physical injury or damage to property, up to a maximum of the amount paid out by the insurance in such a case. In this connection a series of related events is regarded as one event.
10.2 Direct loss is understood in this connection to mean exclusively the costs the Client has reasonably had to incur in order to remedy or remove Twentynext’s failure, so that Twentynext’s performance does after all conform to the agreement.
10.3 Any liability of Twentynext for indirect loss, including but not limited to consequential loss, loss of profit and loss of turnover, is excluded.
10.4 There is no attributable failure on the part of Twentynext in the event of force majeure. Force majeure includes, but is not limited to, illness or otherwise reduced availability of personnel.
10.5 If the period of force majeure lasts longer than 60 (sixty) consecutive days, the Client has the right to dissolve the agreement out of court by means of a registered letter to that effect, without Twentynext being obliged to compensate any loss the Client may suffer as a result of such dissolution. Twentynext is entitled to payment for all Services it has performed or supplied to the Client up to the moment of dissolution.

11 Termination
11.1 Either party is entitled to dissolve the agreement out of court by means of a registered letter to that effect if the other party attributably fails to perform its obligations under the agreement and has not remedied such failure, after having been properly given written notice of default, within the period stated in that notice. Dissolution does not release the Client from any payment obligation in respect of Services already performed or supplied, and is without prejudice to Twentynext’s right to (additional) compensation of damages, including but not limited to loss arising from loss of turnover and/or profit.
11.2 Twentynext is entitled to terminate the agreement with immediate effect, without any further notice of default or judicial intervention being required, and without becoming liable to pay damages to the Client, if the Client is granted provisional or definitive suspension of payments, if the Client’s bankruptcy has been petitioned, if an attachment has been levied on (part of) the Client’s assets, or if the Client’s business is discontinued or liquidated.
11.3 Immediately after termination of the agreement, for whatever reason, the Client shall cease using the results of the Services and return all copies of software, documentation and other materials made available in the context of the services.

12 Personnel
12.1 For as long as the relationship with Twentynext continues, and for one year thereafter, the Client is not permitted to employ employees of Twentynext, or otherwise to have them work directly or indirectly for it or on its behalf, without the prior written consent of Twentynext. Employees of Twentynext are understood in this connection to include persons employed by Twentynext or by a company affiliated with Twentynext, or who were so employed in the preceding six months.
12.2 In the event of a breach of the provisions of the preceding paragraph, the Client forfeits to Twentynext an immediately payable penalty of EUR 100,000 (in words: one hundred thousand euros) per breach, increased by an amount of EUR 10,000 (in words: ten thousand euros) for each day such breach continues, without prejudice to Twentynext’s right to claim full compensation of damages at its discretion.

13 Disputes
13.1 All offers, quotations, agreements and other legal acts concerning the performance and supply of Services by Twentynext are governed by Dutch law.
13.2 Disputes between Twentynext and the Client shall be submitted exclusively to the competent court in the ’s-Hertogenbosch District.