General terms and conditions of service of WYZYN COMMUNICATIE / Consortius
WYZYN COMMUNICATION operates under the brand names ‘WYZYN COMMUNICATIE’ (website: www.wyzyn.com) and ‘Consortius’ (website: www.consortius.nl / www.consortius.eu). These general terms and conditions apply to the services offered under these two brand names.
Article 1 – Definitions
In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
WYZYN COMMUNICATIE: WYZYN COMMUNICATIE established in Amersfoort, the Netherlands, with Chamber of Commerce number 52498174, using the brand names ‘WYZYN COMMUNICATIE’ and ‘Consortius’.
Customer: the other party to WYZYN COMMUNICATIE.
Agreement: the agreement to provide services.
Article 2 – General
2.1 These terms and conditions apply to every offer, quotation and agreement between WYZYN COMMUNICATIE and a client, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2.2 These terms and conditions shall also apply to all agreements with WYZYN COMMUNICATIE, the execution of which requires the involvement of third parties.
2.3 Any deviations from these terms and conditions are only valid if they have been expressly agreed in writing.
2.4 The applicability of any purchase or other conditions of the customer are not applicable, unless this is confirmed by us in writing.
2.5 If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions shall remain fully applicable. WYZYN COMMUNICATIES and the principal will then consult in order to agree new provisions to replace the invalid or void provisions, if and for as much as possible the purpose and intent of the original provision are observed.
Article 3 – Offers and quotations
3.1 All offers are non-binding and based on the information provided by the client at the time of the request.
3.2 The offers made by WYZYN COMMUNICATIE are without obligation; they are valid for 30 days, unless otherwise indicated. WYZYN COMMUNICATIE shall only be bound by the offers if the acceptance thereof by the other party is confirmed in writing within 30 days, unless indicated otherwise.
3.3 The prices in the mentioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred within the framework of the agreement, unless indicated otherwise.
3.4 If the acceptance (on minor points) deviates from the offer included in the quotation, WYZYN COMMUNICATIE shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless WYZYN COMMUNICATIE indicates otherwise.
3.5 A compound quotation shall not oblige WYZYN COMMUNICATIE to carry out part of the order for a corresponding part of the price quoted.
3.6 Offers or quotations shall not automatically apply to future orders.
Article 4 – Execution of the agreement
4.1 WYZYN COMMUNICATIE shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
4.2 If and in so far as the proper performance of the agreement so requires, WYZYN COMMUNICATIE shall be entitled to have certain work carried out by third parties.
4.3 The customer shall ensure that all information which WYZYN COMMUNICATIE indicates is necessary or which the customer should reasonably understand is necessary for the execution of the agreement, shall be provided to WYZYN COMMUNICATIE in good time. If the information necessary for the execution of the agreement is not provided to WYZYN COMMUNICATIE on time, WYZYN COMMUNICATIE shall be entitled to suspend the execution of the agreement and/or to charge the principal for the extra costs resulting from the delay at the usual rates.
4.4 WYZYN COMMUNICATIE shall not be liable for any damage, of whatever nature, as a result of WYZYN COMMUNICATIE being based on incorrect and/or incomplete information provided by the principal, unless such incorrectness or incompleteness should have been known to WYZYN COMMUNICATIE.
4.5 If it has been agreed that the agreement will be executed in phases, WYZYN COMMUNICATIE may suspend the execution of those parts belonging to a subsequent phase until the customer has approved the results of the preceding phase in writing.
4.6 The customer shall indemnify WYZYN COMMUNICATIE against any claims by third parties who suffer damage in connection with the execution of the agreement and which is attributable to the customer.
Article 5 – Modification of the agreement
5.1 If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be carried out, parties will timely and in mutual consultation amend the agreement accordingly.
5.2 If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected by this. WYZYN COMMUNICATIE will inform the client as soon as possible.
5.3 If the amendment or supplement to the agreement will have financial and/or qualitative consequences, WYZYN COMMUNICATIE shall inform the client of this in advance.
5.4 If a fixed fee has been agreed, WYZYN COMMUNICATIE shall indicate to what extent the amendment or supplement to the agreement will result in this fee being exceeded, which fee shall be for the account of the client.
5.5 Contrary to paragraph 3, WYZYN COMMUNICATIE shall not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to WYZYN COMMUNICATIE.
Article 6 – Duration of contract; execution period
6.1 The agreement between WYZYN COMMUNICATIE and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
6.2 If within the term of the agreement a term has been agreed for the completion of certain activities, this is never a deadline. If the term of execution is exceeded, the client must therefore declare WYZYN COMMUNICATIE to be in default in writing.
Article 7 – Fee
7.1 Parties may agree on a fixed fee when the agreement is concluded.
7.2 If no fixed fee is agreed, the fee will be determined on the basis of hours actually worked. The fee shall be calculated in accordance with WYZYN COMMUNICATIE’s usual hourly rates, valid for the period in which the work is performed, unless a different hourly rate has been agreed.
7.3 The fee and any cost estimates are exclusive of VAT.
7.4 For assignments with a duration of more than three months, the costs owed will be charged periodically.
7.5 If WYZYN COMMUNICATIE agrees a fixed fee or hourly rate with the client, WYZYN COMMUNICATIE shall nevertheless be entitled to increase this fee or rate.
7.6 Furthermore, WYZYN COMMUNICATIE shall be entitled to pass on price increases if, between the time of the offer and delivery, the rates have risen with regard to, for example, wages.
7.7 Furthermore, WYZYN COMMUNICATIE may increase the fee if, during the execution of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated when the agreement was concluded, and this is not attributable to WYZYN COMMUNICATIE, that WYZYN COMMUNICATIE cannot reasonably be expected to perform the agreed work for the originally agreed fee. In that case, WYZYN COMMUNICATIE shall inform the principal of the intention to increase the fee or rate. WYZYN COMMUNICATIE shall state the scope of and the date on which the increase will take effect.
Article 8 – Payment
8.1 Payment should preferably be made within 14 days and at the latest within 30 days of the invoice date, in a way to be indicated by WYZYN COMMUNICATIE in the currency of the invoice. Objections to the amount of the invoices do not suspend the payment obligation.
8.2 If the client is in default of payment within the period of 14 days, the client shall be in default by operation of law. Client will then owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will apply. The interest on the amount due and payable shall be calculated from the moment that client is in default until the moment of payment in full.
8.3 In the event of liquidation, bankruptcy, seizure or suspension of payment of the principal, the claims of WYZYN COMMUNICATIE on the principal shall be immediately due and payable.
8.4 WYZYN COMMUNICATIE shall have the right to have the payments made by the principal go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest.
8.5 WYZYN COMMUNICATIE may, without being in default, refuse an offer of payment, if the principal designates a different order of attribution.
8.6 WYZYN COMMUNICATIE may refuse full repayment of the principal sum, if the outstanding and accrued interest and costs are not also paid.
Article 9 – Retention of title
9.1 All goods supplied by WYZYN COMMUNICATIE, including (draft) texts, designs, sketches, drawings, films, software, (electronic) files, etc., shall remain the property of WYZYN COMMUNICATIE until the customer has fulfilled all the following obligations under all agreements concluded with WYZYN COMMUNICATIE.
9.2 In the event that WYZYN COMMUNICATIE wishes to exercise its proprietary rights as indicated in this article, the customer already now gives unconditional and irrevocable permission to WYZYN COMMUNICATIE or third parties to be appointed by WYZYN COMMUNICATIE to enter all those places where WYZYN COMMUNICATIE’s property is located and to take those goods back.
Article 10 – Collection costs
10.1 If the client is in default or in breach of one or more of his obligations, all reasonable costs incurred to obtain extrajudicial settlement shall be for the client’s account. If Principal remains in default of timely payment of a sum of money, he forfeits an immediately payable penalty of 15% on the amount still due.
10.2 If WYZYN COMMUNICATIE has incurred higher costs, which were reasonably necessary, these shall also qualify for compensation.
10.3 Any reasonable judicial and enforcement costs incurred shall also be borne by the client.
10.4 The client shall owe interest on the collection costs incurred.
Article 11 – Investigation, complaints
11.1 Complaints about the work performed must be reported by the customer to WYZYN COMMUNICATIE by registered letter within 8 days after discovery, but at the latest within 14 days after completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that WYZYN COMMUNICATIE is able to respond adequately.
11.2 If a complaint is well-founded, WYZYN COMMUNICATIE shall still perform the work as agreed, unless this has meanwhile become demonstrably pointless for the customer. The client must inform WYZYN COMMUNICATIE of this in writing.
11.3 If it is no longer possible or useful to still perform the agreed work, WYZYN COMMUNICATIE shall only be liable within the limits of Article 15.
11.4 If the period mentioned in paragraph 1 of this article is exceeded, the right to complain shall lapse.
Article 12 – Termination
12.1 Both parties may terminate the agreement at any time in writing.
12.2 If the Agreement is terminated prematurely by the Principal, the Principal will then be obliged to pay the invoices for the work performed up to that point. The provisional results of the work performed up to that point will therefore be made available to the Principal subject to reservation.
12.3 If the agreement is terminated prematurely by WYZYN COMMUNICATIE, WYZYN COMMUNICATIE will, in consultation with the Principal, arrange for the transfer of any work still to be performed to third parties, unless there are facts and circumstances underlying the termination which are attributable to the Principal.
12.4 If the transfer of the work for WYZYN COMMUNICATIE involves additional costs, these will be charged to the customer.
Article 13 – Suspension and dissolution
13.1 WYZYN COMMUNICATIE is authorized to suspend the fulfilment of the obligations or to dissolve the agreement, if:
13.2 Client does not or not fully comply with the obligations arising from the agreement.
13.3 After the conclusion of the agreement WYZYN COMMUNICATIE has become aware of circumstances giving good reason to fear that the customer will not fulfil the obligations. In the event that there are good grounds to fear that the client will only partially or not properly fulfil his obligations, suspension shall only be permitted in so far as the shortcoming justifies it.
13.4 When concluding the agreement, the Principal was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.
13.5 Furthermore, WYZYN COMMUNICATIE shall be entitled to dissolve the agreement (or have the agreement dissolved) if circumstances arise of such a nature that compliance with the agreement is impossible or can no longer be required in accordance with standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be reasonably expected.
13.6 If the agreement is dissolved, the claims of WYZYN COMMUNICATIE on the principal shall be immediately due and payable. If WYZYN COMMUNICATIE suspends the fulfilment of its obligations, it shall retain its claims under the law and the agreement.
13.7 WYZYN COMMUNICATIE always retains the right to
Article 14 – Liability
14.1 If WYZYN COMMUNICATIE should be liable, then this liability is limited to what is regulated in this provision.
14.2 If WYZYN COMMUNICATIE is liable for direct damage, such liability shall be limited to a maximum of once the fee, at least for that part of the assignment to which the liability relates. The liability shall at all times be limited to a maximum of the amount of the payment to be made by the insurer of WYZYN COMMUNICATIE in the occurring case.
14.3 Contrary to the provisions under 2. of this article, in the case of an assignment with a duration of more than six months, the liability shall be further limited to the part of the fee due for the last six months.
14.4 Direct damage shall only be understood to mean: the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to make the defective performance of WYZYN COMMUNICATIE comply with the agreement, unless they cannot be attributed to WYZYN COMMUNICATIE; reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
14.5 WYZYN COMMUNICATIE shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation.
Article 15 – Indemnities
15.1 The customer indemnifies WYZYN COMMUNICATIE against claims by third parties regarding intellectual property rights on materials or data provided by the customer, which are used in the execution of the agreement.
15.2 If the customer provides WYZYN COMMUNICATIE with information carriers, electronic files or software etc., the customer guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 16 – Force majeure
16.1 Parties shall not be obliged to comply with any obligation if they are hindered to do so as a result of a circumstance that is not attributable to fault, and is not for their account under the law, a legal act or generally accepted views.
16.2 In these General Terms and Conditions, force majeure shall, in addition to its definition in law and jurisprudence, mean all external causes, foreseen or unforeseen, on which WYZYN COMMUNICATIE cannot exert any influence, but as a result of which WYZYN COMMUNICATIE is unable to fulfil its obligations.
16.3 WYZYN COMMUNICATIE shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after WYZYN COMMUNICATIE should have complied with its obligations.
16.4 The parties may suspend the obligations arising from the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
16.5 Insofar as WYZYN COMMUNICATIE at the time of the occurrence of force majeure has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and to the part fulfilled or to be fulfilled respectively, WYZYN COMMUNICATIE is entitled to separately declare the part already fulfilled or to be fulfilled respectively. The customer is obliged to pay this invoice as if it were a separate agreement.
Article 17 – Confidentiality
17.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
17.2 If, on the basis of a statutory provision or a judicial decision, WYZYN COMMUNICATIE is obliged to provide confidential information to third parties designated by law or by the competent court, and WYZYN COMMUNICATIE cannot invoke a statutory or by the competent court recognized or permitted right to give evidence, WYZYN COMMUNICATIE is not obliged to pay damages or compensation and the other party is not entitled to terminate the agreement on the grounds of any damage caused by this.
Article 18 – Intellectual property and copyrights
18.1 Without prejudice to the other provisions of these General Terms and Conditions, WYZYN COMMUNICATIE reserves the rights and powers vested in WYZYN COMMUNICATIE under the Copyright Act.
18.2 All documents provided by WYZYN COMMUNICATIE, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the customer and may not, without the prior consent of WYZYN COMMUNICATIE, be reproduced, made public or brought to the attention of third parties, unless the nature of the documents provided dictates otherwise.
18.3 WYZYN COMMUNICATIE reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties.
Article 19 – Processing Personal Data (AVG)
19.1 Insofar as personal data of an other party are processed in the context of the provision of services by WYZYN COMMUNICATIE, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and General Data Protection Regulation. WYZYN COMMUNICATIE refers for further information to the Privacy Statement (this can be viewed/downloaded online via this URL: https://www.wyzyn.com/privacyverklaring).
19.2 In addition to the previous paragraph 1, WYZYN COMMUNICATIE notes that appropriate technical and organizational measures will be taken to protect the personal data processed from an other party against loss or any other form of unlawful processing, taking into account the current state of the art and the nature of the processing.
Article 20 – Disputes
20.1 The court in the domicile of WYZYN COMMUNICATIE shall have exclusive jurisdiction to hear disputes, unless the Subdistrict Court has jurisdiction. Nevertheless, WYZYN COMMUNICATIE has the right to submit the dispute to the competent court according to the law.
20.2 The parties will only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.
Article 21 – Applicable law
Any agreement between WYZYN COMMUNICATIE and the principal shall be governed by Dutch law.
Article 22 – Amendment, explanation and location of the terms and conditions
22.1 In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text shall always be decisive.
22.2 The most recently deposited version or the version that was valid at the time of the conclusion of the agreement shall always apply.