General Terms & Conditions

GENERAL TERMS AND CONDITIONS: Data to Value B.V.

E-mail: [email protected]
Website: https://datatovalue.nl

Definitions

1. Data to Value: Data to Value B.V., established in Van Leeuwenhoekpark 1, 2611DW, Delft, The Netherlands, Chamber of Commerce no. 81991428.
2. Customer: the party which Data to Value has entered into an agreement with.
3. Parties: Data to Value and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Data to Value. 
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

1. Offers and quotations from Data to Value are without engagement, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 1 month  from its date, unless another acceptance period is stated in the offer or quotation. 
3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Acceptance

1. Upon acceptance of a quotation or offer without engagement, Data to Value reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer. 
2. Verbal acceptance of the customer only commits Data to Value after the customer has confirmed this in writing (or electronically).

Prices

1. All prices used by Data to Value are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Data to Value is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
3. The price of our Support Contracts and Growth Partnerships can be found at https://datatovalue.nl/pricing, valid for the period in which Data to Value carries out the work, unless a different price has been agreed upon.
4. If the parties have agreed on a total price for a service provided by Data to Value, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
5. Data to Value has the right to adjust prices annually. 
6. Data to Value will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
7. The consumer has the right to terminate the contract with Data to Value if he does not agree with the price increase.

Payments and payment term

1. Data to Value will invoice it’s Support Contracts and Growth Partnership plans on the first (1st) of each month, with a payment term of 30 days, unless specified otherwise.
2. Data to Value may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount. 
3. The customer must have paid the full amount within 30 days after the invoice date.
4. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Data to Value having to send the customer a reminder or to put him in default. 
5. Data to Value reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

1. If the customer does not pay within the agreed term, Data to Value is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Data to Value. 
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 
4. If the customer does not pay on time, Data to Value may suspend its obligations until the customer has met his payment obligation. 
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Data to Value on the customer are immediately due and payable. 
6. If the customer refuses to cooperate with the performance of the agreement by Data to Value, he is still obliged to pay the agreed price to Data to Value. 

Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Settlement 

The customer waives his right to settle any debt to Data to Value with any claim on Data to Value. 

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
   • goods delivered that are necessary for the execution of the underlying agreement
   • goods being property of Data to Value that are present at the premises of the customer
   • goods that have been delivered under retention of title 
2. At the first request of Data to Value, the customer provides the policy for these insurances for inspection. 

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Data to Value, not obligations of results.

Performance of the agreement

1. Data to Value executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
2. Data to Value has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer. 
4. It is the responsibility of the customer that Data to Value can start the implementation of the agreement on time.
5. If the customer has not ensured that Data to Value can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer 

1. The customer shall make available to Data to Value all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 
3. If and insofar as the customer requests this, Data to Value will return the relevant documents. 
4. If the customer does not timely and properly provides the information, data or documents reasonably required by Data to Value and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Duration of the service agreement 

1. The agreement between Data to Value and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 3 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Data to Value a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Cancellation of the contract for an indefinite period of time 

1. The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 3 months.
2. A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Indemnity

The customer indemnifies Data to Value against all third-party claims that are related to the products and/or services supplied by Data to Value. 

Complaints

1. The customer must examine a product or service provided by Data to Value as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Data to Value of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 
3. Consumers must inform Data to Value of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that Data to Value is able to respond adequately. 
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Data to Value being forced to perform other work than has been agreed. 

Giving notice

1. The customer must provide any notice of default to Data to Value in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Data to Value (in time). 

Joint and several Client liabilities

If Data to Value enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Data to Value under that agreement. 

Liability of Data to Value

1. Data to Value is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence. 
2. If Data to Value is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. Data to Value is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Data to Value is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog 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.

Expiry period

Every right of the customer to compensation from Data to Value shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

Dissolution

1. The customer has the right to dissolve the agreement if Data to Value imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 
2. If the fulfillment of the obligations by Data to Value is not permanent or temporarily impossible, dissolution can only take place after Data to Value is in default. 
3. Data to Value has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Data to Value good grounds to fear that the customer will not be able to fulfill his obligations properly. 

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Data to Value in the fulfillment of any obligation to the customer cannot be attributed to Data to Value in any situation independent of the will of Data to Value, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Data to Value . 
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen 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. 
3. If a situation of force majeure arises as a result of which Data to Value cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Data to Value can comply with it. 
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 
5. Data to Value does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

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 timely and in mutual consultation adjust the agreement accordingly. 

Changes in the general terms and conditions

1. Data to Value is entitled to amend or supplement these general terms and conditions. 
2. Changes of minor importance can be made at any time. 
3. Major changes in content will be discussed by Data to Value with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions. 

Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with Data to Value to third parties without the prior written consent of Data to Value. 
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

Consequences of nullity or annullability

1. 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. 
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Data to Value had in mind when drafting the conditions on that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties. 
2. The Dutch court in the district where Data to Value is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 15th of December 2022.