General
terms and conditions

Chamber of Commerce number: 17244320

1. Definitions

1.1 General conditions: these conditions of FindFactory B.V.
1.2 Client: every (legal) person who wishes to conclude or has concluded an agreement with Contractor.
1.3 Contractor: FindFactory B.V., located in Tilburg.
1.4 Agreement: A document signed by both parties in which the agreements regarding the work to be performed by the contractor and the work to be accepted by the client are recorded.
1.5 Parties: Client and Contractor jointly.

2. Applicability

2.1 The General Terms and Conditions shall apply to all (legal) acts and all offers, assignments, services, etc. between the parties, even if they do not lead to or are not connected with an agreement.
2.2 Unless expressly agreed otherwise and in writing, the applicability of any purchase or other conditions used by the client is excluded and will be rejected by the contractor.
2.3 Deviations from these General Terms and Conditions shall be valid only if expressly agreed in writing.
2.4 If any provision of the General Terms and Conditions or an agreement proves to be invalid or is nullified, this shall not affect the validity of the entire General Terms and Conditions or agreement. Parties will consult to agree a new provision to replace the void or voided provision, taking into account as much as possible the purpose and intent of the void or voided provision.
2.5 In the event of any conflict between the agreement and the general terms and conditions, the provisions of the agreement shall prevail over those of the general terms and conditions.

3. Agreement and termination

3.1 If the client has not signed the written order confirmation or agreement sent by the contractor and returned it to the contractor within the period of eight calendar days, has not objected to its contents within that period or requires the contractor to commence the work within that period, the parties shall be deemed to have reached agreement in accordance with the agreement and subject to the applicability of the general terms and conditions.
3.2 If the Client provides information to the Contractor, the Contractor shall assume the accuracy and completeness thereof and shall not verify such information. The consequences will be at the client's expense and risk.
3.3 If the client encounters any apparent contradictions, errors or ambiguities in the assignment, the agreement or in the work performed by the contractor, the client shall be obliged to point these out to the contractor without delay. Failing this, the client shall be liable for all damage caused and suffered as a result.
3.4 The contractor reserves the right, without giving reasons, not to perform the agreement, for instance if it has reasonable doubt or information that the client will not or will not be able to fulfill his (financial) obligations. If the Contractor refuses, it shall notify the Principal in writing of the refusal within seven days after the Agreement has been signed.
3.5 An agreement shall be entered into for a period of one year unless the parties have expressly agreed otherwise in writing in the agreement. The agreement shall thereafter be tacitly renewed each time for the duration of the current agreement, unless the parties have expressly agreed otherwise in writing in the agreement.
3.6 Notice of termination of an agreement shall be given by registered mail or e-mail by the end of the agreed or extended/ongoing term of the agreement. This subject to a notice period of three months, unless the parties have expressly agreed otherwise in writing in the agreement. Interim termination is not possible.
3.7 Each of the parties may terminate the agreement in writing with immediate effect, in whole or in part, without notice of default, if the other party is granted - whether or not provisionally - a moratorium or debt restructuring under the WSNP, if bankruptcy is applied for in respect of the other party or if the other party's business is wound up or terminated other than for the purpose of reconstruction or merger of companies. On account of such termination, the contractor shall never be obliged to refund any monies already received or to pay damages. In the event of the Client's bankruptcy, the right to use software made available to the Client will lapse by operation of law.

4. Prices

4.1 All prices will be in euros and exclusive of sales tax (VAT) and other government levies unless otherwise agreed.
4.2 Unless otherwise agreed in writing, the fee will be determined on the basis of the hours worked multiplied by the applicable rate, which rate will be set periodically by the contractor.
4.3 The contractor reserves the right to apply an inflation adjustment once a year.
4.4 All price indications, budgets, calculations and budgets given by the contractor are only indicative and the client cannot derive any rights from them, unless a fixed price has been explicitly agreed upon beforehand.

5. Payment

5.1 Payment shall be made in the manner specified by the Contractor in the Agreement. The first invoice must be paid within fourteen days of the invoice date. Work will start when the first invoice is paid.
5.2. After the expiry of the payment term of fourteen days after the invoice date, the client is in default. From the moment that default commences, client shall owe 1% interest per month on the amount due or the statutory commercial interest rate if higher.
5.3 If the client is in default or breach of one or more of its payment obligations, all extrajudicial costs shall be borne by the client. The extrajudicial costs are set at 15% of the unpaid amount, with a minimum of € 150.00. Any reasonable judicial and execution costs incurred shall also be borne by the client.
5.4 In the event of bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, the Contractor's claims on the Principal and the Principal's obligations to the Contractor will fall due immediately.
5.5 Payments made by the Principal will always be applied to settle successively the costs owed, the interest and then the longest outstanding payable invoices, even if the Principal states that the payment relates to a later invoice.
5.6 If the client fails to fulfill his payment obligations, the contractor will be entitled to suspend and/or discontinue his work.
5.7 The Client waives its right to suspend obligations under the Agreement and also waives the right of set-off. Client expressly and completely waives its right of retention.
5.8 The Principal may no longer invoke a defect in a performance if it has not complained about it in writing to the Contractor within fourteen days after it has discovered or reasonably ought to have discovered the defect. This complaint period also applies to complaints about invoices from the contractor. Claims for damages shall lapse if they are not brought before the competent court within one year of their discovery.

6. Modification and additional work

6.1 If, at the request of the Principal or it has itself requested the Principal to do so, the Contractor has performed work or other performance that falls outside the content or scope of the Agreement, this work or performance will be reimbursed by the Principal in accordance with the Contractor's usual rates. The Contractor shall be entitled to carry out the additional work without the Client's prior written consent insofar as the costs of the additional work do not exceed 20% of the total fee originally agreed; in the case of a continuing performance contract, the total fee shall be the fee due over one year. If the additional work involves a higher amount, the Contractor shall notify the Client accordingly and the Contractor shall be entitled to invoice the amount in excess of 20% after the Client has given its consent.
6.2 The Client accepts that work or performance as referred to in Article 6.1 may affect the agreed objectives and expectations.

7. Implementation

7.1 The client must ensure in a timely manner that the contractor has all (login) data, data and any access to the client's systems which are necessary, or which the client can reasonably understand to be necessary, for the performance of the work by the contractor and will cooperate in this regard.
7.2 If the client fails to comply with its obligations under these general terms and conditions in a timely manner, the contractor will be entitled to suspend the performance of the agreement and/or to recover from the client the damage suffered as a result in accordance with the customary rates.
7.3 The contractor reserves the right to deactivate the accounts in Google, BING, Facebook, Instagram and all other media channels used and managed by the contractor if the client does not pay the contractor according to the agreements made.
7.4 The contractor shall perform the work to the best of his/her knowledge and ability. The contractor cannot guarantee that the work performed by it will always achieve the result desired by the client. The accepted assignment does not lead to an obligation to achieve a result.
7.5 If it has been agreed that the agreement will be performed in phases, the contractor may suspend the performance of the parts of a later phase until the client has approved and/or paid for the results of the preceding phase.

8. Completion

8.1 Where a deadline is agreed in the Agreement for the completion of certain work, this shall at all times be indicative but never a deadline. The Contractor shall not be liable for any damage resulting from a delay, whether attributable or not, caused by the Contractor.
8.2 If, regardless of the circumstances and causes, the contractor expects to exceed a deadline, the contractor shall notify the client.

9. Secrecy

9.1 The parties shall treat all information which they receive from each other in any form whatsoever as strictly confidential and shall keep it secret. Information is confidential if this has been communicated by the other party or if this reasonably arises from the nature of the information and this information was not already known at the time of receipt or it is or has become publicly known.

10. Exclusivity

10.1 During the term of the agreement, the client grants the contractor the exclusive right to perform the assigned assignment and all directly or directly related work.

11. Intellectual property

11.1 All (claims to) existing and future intellectual property rights, including but not limited to trademark rights, database rights, know-how and copyrights (the "IP Rights"), with respect to any result arising out of or resulting from the performance of the Agreement shall vest in the Contractor. Client only acquires the non-exclusive and non-transferable right of use expressly granted by these General Terms and Conditions and by law. Any other or further right of the Client is excluded.
11.2 The documents provided by the Contractor to the Client are intended exclusively for the Client's use. The client is not permitted to disclose and/or reproduce information obtained in any form whatsoever. This includes processing, selling, making available, distributing and integrating - whether or not after processing - into networks, unless such disclosure and/or reproduction is permitted in writing by the Contractor and/or such disclosure and/or reproduction arises from the nature of the Agreement with the Contractor.
11.3 The Contractor expressly does not waive its personality rights, as referred to in Section 25 of the Copyright Act.
11.4 All information supplied by the contractor shall remain the property of the contractor. At the end of the agreement the contractor may request the client to return delivered information such as reports and documents.
11.5 The contractor reserves the right to use the knowledge acquired during the performance of the work and IP rights for other purposes, provided that no confidential information of the client is disclosed to third parties.
11.6 The Client shall indemnify the Contractor against third-party claims concerning intellectual property rights.

12. Privacy

12.1 If the Contractor is required to process personal data of the Client's customers, the Contractor will be a processor within the meaning of the General Data Protection Regulation and the Client will qualify as the processing manager. The parties will conclude a separate processing agreement regarding the processing of the personal data.

13. Liability

13.1 The Contractor's liability will be limited exclusively to the direct loss incurred by the Client up to the amount paid out under the Contractor's insurance policy and limited to a maximum amount equal to the fee for the engagement, or if no cover is provided by the insurance policy, up to a maximum of fifty percent of the amount the Contractor has invoiced to the Client. If the agreement is a continuing performance contract, the aforementioned amount will be calculated on the basis of the amount invoiced in the preceding year.
13.2 Any liability of the contractor for any damage other than direct damage, including but not limited to consequential damage, stagnation damage, loss and/or damage to data, penalties, loss of turnover and profit, is excluded.
13.3 A failure to fulfill its obligations cannot be attributed to the Contractor if such failure is the result of force majeure. Force majeure includes the circumstance that the third parties/services engaged by the contractor fail to perform their obligations or are not available in time, disruption of the infrastructure (including but not limited to internet, hardware, telecom networks), fire, power failure, loss or theft of materials data and information, work stoppages, pandemic, a virus as a result of which delay occurs, government measures and other unforeseen circumstances.
13.4 If there is intent or deliberate recklessness on the part of the contractor, the limitation of liability under Article 13.1 of these terms and conditions is excluded.
13.5 The contractor shall not be liable if the client fails to give it notice of default forthwith, including a detailed and complete statement of the shortcomings, giving the contractor a reasonable period within which to comply with its obligations.
13.6 The Principal may no longer invoke a defect in the performance and/or shortcoming if it has not notified the Contractor of this in writing within fourteen days after it has discovered or should reasonably have discovered the defect, in accordance with Article 13.5 of the General Terms and Conditions.
13.7 The Client's claims for damages will lapse if they are not brought before the competent court within one year after the Client discovered or reasonably should have discovered them.
13.8 Client is not entitled to any compensation as a result of force majeure, suspension or dissolution of the agreement and the damage suffered by Client as a result thereof.
13.9 The Client shall indemnify the Contractor against any claims and penalties of third parties resulting, directly or indirectly, from the use of the services/supplies provided by the Contractor for the Client and/or which are a consequence of any failure on the part of the Client under the Agreement and/or the General Terms and Conditions.

14. Other

14.1 The Client warrants that it always acts in full compliance with all applicable laws and regulations and that it bears full responsibility that all applicable laws and regulations are complied with for the use by itself and third parties of the services and products provided by the Contractor. The Contractor is not responsible for this in any way.
14.2 The Contractor shall have the right, during the term of the Agreement as well as thereafter, to use the Client's name and logo as a reference and to place them on its website if desired.
14.3 During the term of the agreement and for one year after the end thereof, the Client shall not employ any employees of the Contractor and/or have them perform work directly or indirectly. Unless the Contractor agrees to this in writing.

15.1 The agreements between the parties and the general terms and conditions are governed by Dutch law. Application of the Vienna Sales Convention is excluded.
15.2 All disputes arising between the Contractor and the Principal will be submitted exclusively to the competent court in the district of Zeeland-West Brabant.

16. Find

These terms and conditions have been filed with the Chamber of Commerce and can be viewed on our website.

WE SAY

 

 

"Conditions change so quickly that we are constantly setting our sights on the future."

 

 

Wendy van Opbergen

Office Manager