Terms and Conditions
ViaVector (Chamber of Commerce number: 09206469)
Article 1 – Definitions
The definitions below have the following meaning in the context of these general terms and conditions:
- ‘Assignment’ or ‘Agreement’: the contract agreement, whereby ViaVector undertakes towards the client to perform certain activities;
- ‘Client’: the natural person or the legal entity that has given the instruction to ViaVector to perform work;
- ‘Work’: all activities and services to be performed by ViaVector for the client and which have been accepted by ViaVector, as well as all activities and operations resulting therefrom for ViaVector.
- ‘Files’: (collection of) data in electronic form, which are related to the work to be performed.
Article 2 – Applicability
- These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, however named, whereby ViaVector undertakes / undertakes to perform work for the Client, as well as all activities resulting therefrom for ViaVector.
- Deviations from and additions to the order and / or these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or (a further) confirmation of the assignment.
- If any condition in these general terms and conditions deviates from a condition in the order confirmation, the condition included in the order confirmation will apply in respect of the conflict.
- The applicability of the General Terms and Conditions of the Client is explicitly rejected by ViaVector.
- These general conditions also apply to any additional or follow-up assignments.
Article 3 – Assignments
- ViaVector takes appropriate measures to protect the personal data and other confidential information from the Client.
- The Client guarantees the correctness, completeness and reliability of the files provided by him, even if these originate from third parties, in so far as the nature of the assignment does not otherwise follow.
- The Client indemnifies ViaVector for damage that is the result of incorrect, unlawful or incompletely supplied files by the Client.
- For every assignment accepted by ViaVector, there is a best effort obligation. ViaVector can never be held liable for results that have not been achieved.
- ViaVector determines the manner in which the assignment is executed and by which employee (s).
- ViaVector has the right to have work performed by a third party to be appointed by ViaVector.
If ViaVector can not, not timely or not adequately fulfill the obligations under the agreement as a result of force majeure within the meaning of art. 6:75 BW these obligations are suspended until the moment that ViaVector is still able to meet these in the agreed manner.
- ViaVector is not obliged to perform work before the Client has paid for the work.
- If in other cases the Client has not paid within a period of 7 days from the moment the order is given, the Client is legally in default and ViaVector is entitled to charge the statutory (trade) interest from that moment onwards.
- ViaVector is entitled to suspend the fulfillment of all its obligations after a careful balancing of interests, including the sending of files or other items to the Client or third parties, until the moment that all due and payable claims against the Client have been paid in full.
Article 4 – Deadlines
- If a term / date has been agreed between the Client and ViaVector within which the assignment must be performed and the Client fails to: (a) pay an advance payment – if agreed – or (b) the necessary files on time, in full, in the desired form and in the desired manner, the Client and ViaVector enter into consultation about a new term / date within which the assignment must be carried out.
- Periods within which the work must be completed can only be regarded as a deadline if this has been expressly agreed in writing between the Client and ViaVector.
Article 5 – Liability
- ViaVector is not liable for damage of the Client that arises because the Client has not provided ViaVector with any incorrect or incomplete files, or because these have not been delivered on time.
- ViaVector is not liable for indirect damage, including: loss of profit, missed savings, damage due to business interruption and other consequential or indirect damage resulting from the non-performance, late or improper performance by ViaVector.
- The liability of ViaVector is limited to the compensation of the direct damage that is the direct result of a (coherent series of) attributable shortcoming (s) in the performance of the assignment. This liability for direct damage is limited to the amount that, according to the liability insurer of ViaVector, is paid out for the relevant case, plus any excess to be borne by ViaVector under the insurance. Direct damage means the reasonable costs incurred to determine the cause and extent of the damage; the reasonable costs incurred to have the performance of ViaVector comply with the agreement and the reasonable costs incurred to prevent or limit the damage.
- If, for whatever reason, the liability insurer fails to pay – as referred to in paragraph 3 of this article – the liability of ViaVector is limited to the amount of the invoice charged for the execution of the assignment.
- In the event of a complaint regarding the delivered Files, the client must complain to ViaVector within 14 days of receipt of the Files. After the expiry of this period, the right to claim damages will lapse. This term is a due date.
- All other claims against ViaVector will lapse if they have not been brought before the competent court within a year after the moment at which the Client became aware or could reasonably have been known. This period concerns a due date.
Article 6 – Protection of personal data
- The Client understands that ViaVector needs personal data in the context of the execution of the agreement. The client acknowledges that ViaVector is a person responsible for the personal data referred to in the previous sentence within the meaning of the General Data Protection Regulation.
- ViaVector is obliged to appropriate security and confidentiality of the personal data referred to in the first paragraph.
- ViaVectoris is not entitled to use the personal data referred to in the first paragraph for other purposes than for the performance of the assignment, unless compliance with the ViaVector laws and regulations requires an exception to this.
- In the event of a breach in connection with the security of the personal data referred to in the first paragraph, ViaVector will inform the client as soon as possible after discovery thereof.
- The client shall at all times have an independent obligation to comply with applicable laws and regulations as well as any applicable contractual or internal obligations in the field of the protection of personal data, including taking appropriate security measures when providing the personal data to ViaVector.
- The client guarantees to ViaVector that it is authorized to provide the personal data referred to in the first paragraph to ViaVector and indemnifies ViaVector of all claims of third parties with regard to that personal data, except for that for which ViaVector itself is liable pursuant to the law.
Article 7 – Final provisions
- The Agreement is governed by Dutch law. All disputes will be settled by the competent court in the district in which ViaVector is located.
- Not only ViaVector, but also all (legal) persons who are involved in the execution of any assignment of the Client or who are or were in any way connected to ViaVector, can invoke these general terms and conditions.
- If any provision of these general terms and conditions or the underlying agreement is wholly or partially void and / or invalid and / or unenforceable, as a result of any statutory provision, court order or otherwise, this will not be the case have the validity of all other provisions of these terms and conditions or the underlying agreement.