GENERAL TERMS AND CONDITIONS VALIDOKU B.V.

1 May 2021 | Version 1.2

Definitions

Validoku: Validoku B.V., established in Kudelstaart, the Netherlands, Chamber of Commerce no. 81032412.
Customer: the party which Validoku has entered into an agreement with.
Parties: Validoku and customer together.
Consumer: a customer who is an individual acting for private purposes.

Applicability

These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Validoku unless Valdoku entered into an agreement with Customer separately.
It is only possible to deviate from these conditions in writing and both parties will need to provide their consent in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices

All prices used by Validoku are in euros, and include VAT but are exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
Validoku is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time. The price with regard to its products and services is determined by Validoku on the basis of its capacity and demand in the market.
If the parties have agreed on a total amount for a service provided by Validoku, this is always a target price, unless the parties have explicitly agreed in advance for Validoku to provide its services for a fixed price.
Validoku is entitled to deviate up to 10% of the target price.
If it is expected for the target price to exceed 10%, Validoku must let the customer know in due time why a higher price is justified.
If the target price is expected to be 10% higher, the customer has the right to cancel (the part of) the order that exceeds the target price.
Validoku will communicate price adjustments to the customer prior to the moment the price increase becomes effective. The consumer has the right to terminate the contract with Validoku if he does not agree with the price increase.

Payment issues

All fees for the services provided by Validoku are to be paid in advance by the customer. Should there nonetheless arise any issues with regard to the payment that was made to Validoku, Validoku may immediately suspend its obligations until the customer has met his payment obligation(s).
If the customer does not pay within the agreed term, Validoku is entitled to charge 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, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Validoku.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer refuses to cooperate with the performance of the agreement by Validoku, he will remain obliged to pay the agreed price to Validoku.

Suspension of obligations by the customer

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

Guarantee

All services provided by Validoku to the customer only contain best-effort obligations for obligations of results.

Performance of the agreement

By visiting Validoku’s website, enquiring and/or making use of its services, the customer agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the service, use of the services, or access to the service or any contact on the website through which the service is provided, without express written permission by Validoku.
While Validoku finds it of great importance to provide the best service possible to its customers, it does not guarantee, represent or warrant that the customer’s use of our service will be uninterrupted, timely, secure or error-free.
Validoku has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer to Validoku.
The customer is responsible for ensuring that Validoku can commence the implementation of the agreement on time in order to meet its obligations.
In case the customer has not ensured that Validoku can start the implementation of the agreement on time, the resulting additional costs and/or extra hours will be charged to the customer and Validoku cannot be held responsible for such costs.
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.
If Validoku enters into an agreement with several customers, all of them being part of the same group of companies, each of them shall be jointly and severally liable for the full amounts due to Validoku under that agreement.
Any and all obligations that Validoku has from time to time vis-à-vis the customer are reasonable effort obligations.
The Customer’s submission of personal information through the website and/or any other form is governed by our Privacy Policy. To view our Privacy Policy click here.

Duration of the agreement

The agreement between Validoku 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.
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 2 months, or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end 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 specified explicitly otherwise in writing. If this term is exceeded, the customer must give Validoku a reasonable term to still meet its obligation(s) before it may terminate the contract.
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 2 months.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Intellectual property

Validoku reserves any and all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights) on all designs, software, platforms, drawings, writings, data carriers or other information, unless parties have agreed otherwise in writing.
The customer may not copy or have copied any of Validoku’s intellectual property rights without prior written permission from Validoku, nor show them to third parties and/or make them available or use them in any other way.

Confidentiality

The client keeps any information, of which he knows or should reasonably suspect that it is considered confidential information, he receives (in whatever form) from Validoku confidential including, but not solely, information with regard to the actual price paid by the customer to Validoku for its services and/or products and information of which it can expect that its disclosure may cause damage to Validoku in any shape or form.
The customer will take all necessary and adequate measures to ensure that he keeps the information referred to in paragraph 1 confidential.
The obligation of confidentiality as captured in this article does not apply to information: (i) that was already made public by Validoku before the customer became aware of such information; or (ii) which became public without being the result of a violation of the customer's duty to confidentiality; or (iii) which customer is obliged to disclose due to a legal obligation.
The confidentiality obligations described in this article apply for the duration of the underlying agreement and for a period of 5 years after the end thereof.

Penalties

If the customer breaches the articles of these general terms and conditions with regard to confidentiality or Validoku’s intellectual property rights, then he forfeits on behalf of Validoku an immediately due and payable fine of € 10.000 if the customer is a consumer and € 50.000 if the customer is a company for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect other rights of Validoku including its right to claim compensation in addition to the fine.

Indemnity

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

Complaints

The customer must examine a product or service provided by Validoku as soon as possible in order to determine whether it met its reasonable expectations.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Validoku of this as soon as possible, but in any case within 1 month after the discovery.
Consumers must inform Validoku of this within two months after detection of the shortcomings.
In order for Validoku to take appropriate steps and measures, the customer shall promptly provide Validoku with a description of the shortcomings. Furthermore, the customer must also demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Validoku being forced to perform other work than has been agreed.

Giving notice

The customer must provide any and all notices to Validoku in writing.
It is the responsibility of the customer that such a notice actually reaches Validoku (in time).
Notices for any and all purposes may be sent to: [email protected]

Joint and several Client liabilities

Validoku is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Validoku is held liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
Validoku will never be liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
In the case that Validoku can be held liable, its liability is limited to the amount paid by the customer to Validoku in the 3 months prior to the damage causing event to which the liability relates,
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and cannot by relied upon by the customer and therefore not lead to 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 Validoku 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 of the Dutch Civil Code.

Termination

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

Force majeure

In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Validoku in the fulfillment of any obligation to the customer cannot be attributed to Validoku in any situation independent of the efforts and/or actions of Validoku, 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 Validoku.
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as, but not only, civil war, insurrection, riots, natural disasters); 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.
If a situation of force majeure arises as a result of which Validoku cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Validoku is in a position to comply.
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.
Validoku 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

Validoku is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Validoku with the customer in advance as much 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 its rights deferring from an agreement with Validoku to third parties without the prior written consent of Validoku.

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 closest to what Validoku had in mind when drafting the conditions on that matter.

Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court of Amsterdam, the Netherlands, is exclusively competent in case of any disputes between parties.

Copyright/Trademark Information

Copyright ©. All rights reserved. All trademarks, logos and service marks displayed on the Site are our property or the property of other third-parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information

Address: 1462HD, Middenweg 65, Middenbeemster, The Netherlands

Email: [email protected]