GENERAL TERMS & CONDITIONS OF VISIBLE PROJECTS B.V.
1. Public Limited Liability Company (P.L.L.C.)
Visible Projects B.V. is a limited liability company organised under Dutch law, having its registered office in Haarlem, the Netherlands, and registered at the Chamber of Commerce for Amsterdam under number 65410904.
These General Conditions govern all services provided by or on behalf of Visible Projects B.V. and all legal relationships between Visible Projects B.V. and third parties. The applicability of any general conditions of the customer is explicitly excluded.
All services provided are best-efforts obligations and in no event, obligations to achieve a certain result. The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded. All agreements are accepted and performed exclusively by Visible Projects B.V. The shareholders, their managing directors and the employees of Visible Projects B.V. are not personally bound or liable. All agreements are performed exclusively for the customer’s benefit. Third parties cannot base any rights on the agreement or its performance.
4. Agreement of third parties
When performing the agreement Visible Projects B.V. may engage third parties and accept limitations of liability of such third parties on behalf of the customer. Visible Projects B.V. selects such third parties with due care and, if reasonably possible, consults with the customer beforehand. Visible Projects B.V. is not liable for the actions of such third parties.
5. Provision of information by the customer
The customer must provide in good time and in the desired form and manner all the data and documents that Visible Projects B.V. requires in its opinion to perform the agreement. Any extra costs and fees arising from failure to provide the required data and documents, or to do so in a timely or proper manner, are payable by the customer. The customer warrants that the data and documents made available to Visible Projects B.V. are correct, complete and reliable, except insofar as otherwise apparent from the nature of the agreement. If and insofar at the customer so requests, the documents made available are returned to the customer.
6.1) The liability of Visible Projects B.V. is limited to the amount to which Visible Projects B.V. is entitled in the case in question under the professional liability insurance taken out by it, increased by its deductible under that insurance.
6.2) If and insofar as no payment is made under the insurance referred to in paragraph 1 for any reason, Visible Projects B.V.’s maximum liability towards the customer is limited to the amount that Visible Projects B.V. has charged or will charge the customer for the work (to which the loss is related) during the twelve-month period preceding the notice of liability, subject to a maximum of EUR 25,000 (in words: twenty five thousand euros).
6.3) The limitation of Visible Projects B.V.’s liability does not apply in the event of intent or gross recklessness on the part of its management board or managers.
6.4) Any liability (regardless of the ground) of employees or other natural persons who work or have worked at Visible Projects B.V. or with whom Visible Projects B.V. has entered into an agreement regarding the performance of the agreement and who can be held liable or jointly liable for the loss is excluded. Those persons may rely in relation to the customers on these General Conditions and on the limitation of liability that they contain, as a third-party clause.
6.5) The limitation of liability set out in this article also applies if the loss is due to the hardware, software, registers, Internet connection or other property or information sources of third parties used when performing the agreement, or to any defect thereof.
6.6) Notwithstanding the provisions of Section 6:89 of the Dutch Civil Code, the right to compensation, in any event, lapses twelve months after the event that directly or indirectly gave rise to the loss and for which Visible Projects B.V. is liable. This also applies if the customer claims damages on the grounds of a right taken over or acquired from a third party.
6.7) The customer indemnifies Visible Projects B.V. against all third-party claims, including the reasonable costs of legal assistance, that are in any manner related to or arise from the work performed for the customer, except in the event of intent or gross negligence on the part of Visible Projects B.V.
7. Prices and payment terms
7.1 The prices applied by Visible Projects B.V. are exclusive of turnover tax and other government levies and exclusive of administration, installation, transport and dispatch costs unless stated otherwise.
7.2) In the event that the customer orders a service, payment must be effected with immediate effect, in the manner prescribed in the shop.
7.3) In the event of late payment, the customer, without demand or notice of default being required, will automatically be in default of payment and obliged to pay interest of 1% per month or part thereof on the outstanding amount, explicitly in addition to the extrajudicial costs, which are 15% with a minimum of € 250 exclusive of VAT, to be calculated on the basis of the principal sum, increased by interest. Insofar as the customer does not act in the exercise of a profession or business, the customer, in addition to interest, owes compensation equal to the maximum compensation for extrajudicial collection costs permitted under law.
7.4) The customer is not permitted to suspend or set-off payments on account of (alleged) shortcomings on the part of Visible Projects B.V.
7.5) Visible Projects B.V. is entitled to change the prices for services. Price changes are effective immediately unless otherwise agreed.
7.6) In the event that Visible Projects B.V. increases its prices within three (3) months of entering into an agreement and the customer does not act in the exercise of a profession or business, the customer is entitled to terminate the agreement in writing.
8. Destruction of data and files
8.1) The file and/or data compiled are kept for a period of ten years, after which Visible Projects B.V. is authorised to destroy it.
9. Data protection
9.1) It is possible that Visible Projects B.V., within the framework of the agreement, processes personal data of the customer within the meaning of the AVG (personal data protection act). These personal data will be processed in accordance with the Privacy Statement of Visible Projects B.V. and the applicable laws and regulations.
9.2) If Visible Projects B.V. processes personal data, this article will apply as a processor’s agreement between Visible Projects B.V. and the customer, in which the customer will be designated as a responsible party within the meaning of the AVG and Visible Projects B.V. as the processor.
9.3) Visible Projects B.V. will at all times act in accordance with the AVG and adequately secure the personal data it is provided with. Visible Projects B.V. will take the appropriate technical and organisational measures in order to secure personal data against loss and any form of unlawful processing. These measures, taking into account the prior art and the costs of implementation, will guarantee an appropriate level of security, with a view to the risks involved in the processing and with regard to the nature of the data to be protected. These measures will be, among others:
9.3.1) Physical protection and protection of equipment;
9.3.2) Working out a policy document for information security;
9.3.3) Assigning persons responsible for security;
9.3.4) Applying access security (procedures that will provide authorised personnel with access to the information systems and services);
9.3.5) Obligate employees in their employment contracts and/or non-disclosure agreement to keep secret private and confidential information, which in any case includes personal data.
9.4.)Visible Projects B.V. will keep the personal data separate from other information.
9.5)The personal data Visible Projects B.V. receives from the customer will only be processed for the purpose of supplying services. Without the explicit, approval from the customer in writing, Visible Projects B.V. will refrain from using the personal data for its own objectives, or those of third parties.
9.6) Insofar as Visible Projects B.V. engages third parties in the execution of the agreement, those third parties will be subject to the same obligations as Visible Projects B.V.
10. Complaints procedure
10.1) Visible Projects B.V. has a complaints procedure in place that governs all agreements performed by or on behalf of Visible Projects B.V. and all legal relationships between Visible Projects B.V. and its customers. A copy of the complaints procedure is sent on request. Complaints that cannot be resolved in accordance with the complaints procedure may be submitted to the competent court.
11.Governing law and competent court
11.1) The legal relationship between Visible Projects B.V. and its customer is governed by Dutch law. Any dispute arising from that relationship is exclusively submitted to the competent Court of Amsterdam or, at Visible Projects B.V.’s option, to the competent court of the customer’s place of residence.