TERMS AND CONDITIONS
These are the General Terms and Conditions of Y-Track Consulting, a sole proprietorship registered in the trade register of the Chamber of Commerce under file number 72467835.
The address of Y-Track Consulting is Dr. P.J.H. Cuypersplein 3-6 , 1222NC Hilversum.
Read them carefully! If you subsequently have any questions or comments about these General Terms and Conditions, you can contact Y-Track Consulting in the following ways:
By phone: +31 62 168 1332
Written: Dr. P.J.H. Cuypersplein 3-6 , 1222NC Hilversum
Beneficiary Name Y TRACK CONSULTING
IBAN NL91 ABNA 0828 4119 99
Bank account 0828411999
Bank name: ABN AMRO. Bank address: Gustav Mahlerlaan 10, 1082 PP, Amsterdam
Article 1. Definitions
1. Client: the natural or legal person with whom the Agreement for the supply of products and/or services of Y-Track Consulting is concluded, not being a consumer;
2. Agreement: any Agreement between the Client and Y-Track Consulting with the aim of having Y-Track Consulting perform services and activities, or to have products delivered, on behalf of the Client. This also includes all (legal) acts in preparation for the Agreement;
3. Party: Y-Track Consulting or the Client;
4. Parties: Y-Track Consulting and the Client;
5. In writing: in these General Terms and Conditions this also includes the use of electronic means of communication such as e-mail, as long as the authenticity of the
electronic communication and the identity of the sender is sufficiently established;
6. Website: a coherent whole of digital internet pages including any associated digital images, scripts, databases and other media.
Article 2. Applicability
1. These General Terms and Conditions apply to all offers, quotations and all agreements concluded by Y-Track Consulting, services performed and follow-up assignments, and all other actions performed by Y-Track Consulting.
2. These General Terms and Conditions also apply to all agreements with Y-Track Consulting for the implementation of which third parties must be involved.
3. The applicability of General Conditions or (standard) delivery conditions of the Client or third parties is expressly rejected.
4. The parties can - in good consultation - make agreements that deviate from these General Terms and Conditions, if this is laid down in writing. Such agreements take precedence over this one
General Terms and Conditions, but the deviation only applies to the Agreement for which this deviation has been agreed.
5. If one or more provisions of these General Terms and Conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these General Terms and Conditions will remain fully applicable. The parties will enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.
6. Y-Track Consulting has the right to unilaterally change or supplement these General Terms and Conditions. In that case, Y-Track Consulting will of course inform the Client in a timely manner of changes and/or additions.
7. The Client may not transfer its rights or obligations arising from the Agreement to a third party without the prior written consent of Y-Track Consulting.
Article 3. Orientation communication, quotations and confirmation
1. Orientation communication prior to a potential Agreement (or Price Quotation) is without obligation and does not create any obligations for the Parties in any way.
2. Unless stated otherwise, a quotation is valid for 30 days. An offer in a quotation only applies to the specific underlying Agreement (or Price Quotation) (and not to any future agreements).
3. The Client must provide all information that Y-Track Consulting needs to be able to draw up a quotation. If it turns out afterwards that the offer or quotation does not include all necessary activities because it is based on incorrect or incomplete information, Y-Track Consulting has the right to adjust the specified fee and / or terms.
4. Y-Track Consulting cannot be held to an offer or quotation if the Client could have understood that the offer or quotation contains an obvious mistake or error.
5. The Agreement is concluded at the moment that the signed (or accepted and confirmed via e-mail or other communication channels) quotation or Agreement is received back by Y-Track Consulting, or at the moment that Y-Track Consulting on ( verbal) request from the Client has commenced with the performance of the work for the Client.
Article 4. Execution of the Agreement
1. Y-Track Consulting will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, but is not obliged to produce a result, unless and insofar as the Agreement Y-Track Consulting has explicitly promised a result and the relevant result has been described with sufficient determinability.
2. Y-Track Consulting is free to organize and carry out its activities as it sees fit.
3. If and insofar as the proper execution of the agreement requires this, Y-Track Consulting has the right to have certain activities performed by third parties. Sections 7:404 of the Dutch Civil Code (execution by a specific person) and 7:407 paragraph 2 (joint and several liability) do not apply. If the Client prescribes to Y-Track Consulting to cooperate with third parties, this is for its own account and risk of the Client and Y-Track Consulting will not be a party to the agreement between the Client and the third party.
4. The Client will ensure that all data which Y-Track Consulting indicates are necessary or which the Client should reasonably understand are necessary for the execution of the Agreement, are provided to Y-Track Consulting in a timely manner. The Client guarantees the correctness of this information. If the for the implementation of the
data required for the Agreement have not been provided to Y-Track Consulting in time or in full, Y-Track Consulting has the right to suspend the performance of the Agreement and/or from the delay to charge the resulting additional costs to the Client in accordance with the applicable rate.
5. The Agreement is performed exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed.
6. If it has been agreed that the Agreement will be executed in phases, Y-Track Consulting can suspend the execution of those parts that belong to a subsequent phase until
The Client has approved the results of the preceding phase in writing or has otherwise fulfilled its obligations.
7. Y-Track Consulting uses e-mail, mobile equipment and other (electronic) means of communication for the performance of the Agreement. The Client accepts the risks associated with these methods of communication (e.g. hacking).
8. Y-Track Consulting has no retention obligation with regard to the materials and data used after termination of the Agreement, unless otherwise agreed.
9. The Client is responsible for making back-ups/back-ups of data.
10. Y-Track Consulting is only obliged to make an update subscription with regard to the products and/or Website(s) provided in the Agreement if this has been expressly agreed in writing between the Parties (when purchasing an update subscription).
11. Y-Track Consulting can at any time temporarily decommission (part of) a service in order to make an update subscription. Y-Track Consulting is never liable if a (part of the) service is temporarily out of use due to this maintenance. When an update subscription has been purchased, the Client must inform Y-Track Consulting in writing of times when the Client does not want an update to its Website.
Article 5. Contract duration; execution time
1. The Agreement is entered into for the period as agreed, unless the nature of the Agreement dictates otherwise or the Parties have expressly agreed otherwise in writing.
2. If a period or delivery period has been agreed or appointed within the term of the Agreement for the completion of certain work, this is never a strict deadline. After exceeding the term, the Client is not entitled to claim compensation for damage suffered as a result of that exceeding, nor does the Client have the right to terminate the Agreement and/or suspend its (payment) obligations.
3. If the Client owes an advance payment or has to make information, materials or other supplies available, the term within which Y-Track Consulting must complete the work (the execution period) will only commence once the payment, information, materials or other supplies have been received. by Y-Track Consulting.
Article 6. Amendment of the Agreement
1. If it appears during the performance of the Agreement that it is necessary for proper performance to change or supplement the work to be performed, the Parties will amend the Agreement (or Price Quotation) in good time and in mutual consultation.
2. If the Parties agree that the Agreement (or Price Quotation) will be amended or supplemented, the time of completion of the performance may be affected by this. Y-Track Consulting will inform the Client of this as soon as possible.
3. If the change and/or addition to the Agreement (or Price Quotation) has financial and/or qualitative consequences, Y-Track Consulting will inform the Client about this.
4. If a fixed fee has been agreed, Y-Track Consulting will indicate to what extent the amendment and/or supplement to the Agreement (or Price Quotation) will result in an exceeding of this fee.
5. If the Agreement (or Price Quotation) is changed, including a supplement, Y-Track Consulting is entitled to implement this first, after approval has been given by
6. Y-Track Consulting does not have to accept a change proposed by the Client.
Article 7. Duration and Termination
1. The design/modification of a (new) Website by Y-Track Consulting is regarded as a one-time commitment and therefore has no term. Naturally, Y-Track Consulting will give an indication of the period within which the Website will be ready. The Client cannot prematurely terminate an Agreement that extends to the development of a Website. Refund of
the agreed amount is not possible.
2. An update subscription can be extended by mutual consent.
3. Website support, consultations and website optimization are always one-off commitments and cannot be canceled / amounts cannot be refunded.
4. Y-Track Consulting is authorized to suspend, dissolve or cancel the fulfillment of the obligations immediately and with immediate effect, if:
• the Client fails to fulfill its obligations under the Agreement (or Price Quotation) in full or on time;
• after concluding the Agreement (or Price Quotation) Y-Track Consulting becomes aware of circumstances that give good grounds to fear that the Client will not fulfill its obligations;
• when concluding the Agreement (or Price Quotation), the Client was requested to provide security for the fulfillment of its obligations under the Agreement (or Price Quotation) and this security is not forthcoming or is insufficient;
• due to a delay on the part of the Client, Y-Track Consulting can no longer be required to comply with the Agreement (or Price Quotation) under the originally agreed conditions;
• circumstances arise of such a nature that compliance with the Agreement (or Price Quotation) cannot reasonably be expected of Y-Track Consulting.
5. If the dissolution or cancellation is attributable to the Client, Y-Track Consulting is entitled
to compensation for the damage suffered by it, including the costs, which arise directly and indirectly as a result.
6. In the event that the Agreement is terminated, Y-Track Consulting's claims against the
Client immediately due and payable. When the Agreement is dissolved, the performances already received by Y-Track Consulting and the related payment obligations will not be subject to cancellation. Y-Track Consulting retains its claim to payment of declarations and invoices for work performed by it up to that point and costs incurred and to be incurred.
7. If Y-Track Consulting cancels, suspends or dissolves on the grounds referred to in this article, it is not obliged in any way to pay compensation for damage or
costs incurred in any way.
8. The Agreement ends with immediate effect and without judicial intervention in the following cases. The parties are never obliged to pay any compensation to each other in the cases referred to below.
a) bankruptcy or suspension of payment of the Client or Y-Track Consulting;
b) cessation of the business activities of the Client or Y-Track Consulting;
c) relocation of the business activities of the Client or Y-Track Consulting.
9. Suspension does not release the Client from its (payment) obligations under the Agreement (or Price Quotation).
Article 8. Prices
1. All (mentioned) prices are in euros, exclusive of VAT and other government levies and exclusive of any other costs incurred for the implementation of the Agreement (or Price Quotation), unless stated otherwise.
2. Y-Track Consulting has the right to change its rates. These changes will be announced to the Client no later than 1 month before they take effect.
3. If the costs associated with the implementation of the Agreement for Y-Track Consulting increase as a result of circumstances beyond its control, Y-Track Consulting has the right to
at all times has the right to pass on these costs to the Client.
4. A surcharge will be charged for urgent and weekend work.
5. Y-Track Consulting may request an advance payment.
Article 9. Terms of payment
1. Payment must be made within 10 days of the invoice date, in a manner to be indicated by Y-Track Consulting, unless agreed otherwise in writing. For some services it is
possible to pay in instalments, if this has been agreed in writing in advance.
2. Y-Track Consulting can send the invoice electronically to the Client. The Client agrees to electronic invoicing.
3. Payment must be made without discount, suspension or settlement.
4. If the Client does not pay the invoice on time, the Client will be liable from the first day after the
expiry of the payment term by operation of law in default. Y-Track Consulting has the right to charge the statutory interest on the unpaid amount from the first day after the
expiry of the payment term. In addition, all judicial and extrajudicial (collection) costs (being 15% of the unpaid amount) that Y-Track Consulting must incur are for the account of the Client.
5. If there are several Clients, each of them is jointly and severally liable for the total invoice amount, insofar as the work for the joint Clients
have been made and regardless of the name of the invoice.
Article 10. Confidentiality
1. Parties are obliged to maintain the confidentiality of all confidential information that they have obtained from any source in the context of the Agreement (or Price Quotation), unless provision of information
is reasonably necessary to properly execute the Agreement (or Price Quotation) or there is a legal obligation to disclose on one of the Parties. Information is considered confidential if this has been communicated by the other Party or if this follows from the nature of the information.
Article 11. Defects; complaint terms
1. Complaints about the work performed must be reported to Y-Track Consulting in writing by the Client within 8 days after discovery, but no later than 10 days after completion of the relevant work.
2. If Y-Track Consulting considers a complaint to be well-founded, Y-Track Consulting will still perform the work as agreed, unless this has become demonstrably pointless for the Client. The latter must be made known in writing by the Client.
3. Objections to an invoice must be made known to Y-Track Consulting within 10 days after the invoice date. Objections to an invoice do not suspend the payment obligation.
Article 12. Liability, indemnification
1. If Y-Track Consulting should be liable, this liability is limited to what has been arranged in these General Terms and Conditions.
2. The liability of Y-Track Consulting for any damage resulting from an unlawful act, an attributable shortcoming in the fulfillment of the agreement or otherwise is excluded (unless otherwise stipulated in these terms and conditions).
3. Y-Track Consulting is not liable for indirect damage, including damage due to business interruption, consequential damage, missed savings, lost profit, fines, damage due to loss or damage to data or reputational damage.
4. Without prejudice to the limitations of liability for Y-Track Consulting included in these General Terms and Conditions, the liability is limited to the invoice value or, in the case of an Agreement entered into for an indefinite period, the rate to be invoiced over the duration of the first three months. Y-Track Consulting's full liability is in any case always limited to EUR 300.-.
5. The liability of Y-Track Consulting in the event of an attributable shortcoming as referred to in paragraph 2 of this article only arises when Y-Track Consulting has first been given immediate written notice of default and a reasonable term is given to remedy the shortcoming, but this has not responded.
6. The limitations of liability as referred to in this article will lapse if there is intent or gross negligence on the part of Y-Track Consulting.
7. Y-Track Consulting is not liable for damage resulting from unavailability of the services provided by Y-Track Consulting.
8. Y-Track Consulting is not liable for damage resulting from the loss of data, including login data.
9. Y-Track Consulting is not liable for damage caused by a website being hacked or security breached in any other way.
10. Y-Track Consulting is not liable for damage that has arisen for the Client or third parties as a result of any act or omission of the Client or its subordinates, such as - but not limited to - incorrect (including viruses, defects) provided by the Client , etc.) or incomplete data / materials.
11. Y-Track Consulting is not liable for damage that has arisen for the Client if the Client has been given the opportunity to make use of a correction round as referred to in
Article 16 and the Client has not made use of it.
12. Y-Track Consulting is not liable for the behavior of third parties engaged (by or on behalf of the Client) in the context of the implementation of the Agreement. The applicability of Article
6:76 DCC is excluded.
13. Y-Track Consulting is not liable for the consequences of events at a hosting provider, domain name registrant or others over which Y-Track Consulting has no influence.
14. Y-Track Consulting is not liable for non-compliance or incorrect follow-up of the materials it has made available in the knowledge base.
15. Y-Track Consulting is not responsible for the Client's Website after execution of the Agreement (or Price Quotation), unless a website update subscription has been taken out.
16. The Client is obliged to indemnify and hold Y-Track Consulting harmless against all claims from third parties, of whatever nature and for whatever reason, that are related to the performance of the Agreement, except in the case of intent or gross negligence. debt on the part of Y-Track Consulting.
17. Y-Track Consulting is never liable for damage caused by force majeure as described in article 14.
18. The limitation period for all claims and defenses against Y-Track Consulting is one year after performance of the Agreement (transfer of ownership of the website).
Article 13. Force majeure
1. Y-Track Consulting does not accept any liability if Y-Track Consulting cannot fulfill its obligations due to force majeure.
2. Force majeure on the part of Y-Track Consulting, in addition to what is understood in this regard by law, jurisprudence or generally accepted views, is understood to include:
i. Force majeure of suppliers of Y-Track Consulting, whether or not prescribed by the Client;
ii. Defectiveness of goods, technology, equipment or material of third parties, the use of which has been prescribed to Y-Track Consulting by the Client;
iii. electricity failure;
iv. Interference with internet, data network or telecommunication facilities;
v. Network attack, DoS or DDoS attacks;
vi. Strike, natural disasters, fire, quarantine measures, epidemics, government measures, flood, export and import restrictions, war.
3. In the event that the force majeure is only temporary in nature, Y-Track Consulting will still try to fulfill all obligations from the moment that this is reasonably possible again. Until that one
time, Y-Track Consulting may suspend its obligations under the Agreement. If it is concluded in mutual consultation between the Parties that it is no longer possible for Y-Track Consulting to fulfill its obligations, the Agreement will be revised or terminated in mutual consultation. Any performances already delivered by Y-Track Consulting up to the moment of force majeure will still be invoiced.
Article 14. Intellectual Property
1. Unless otherwise agreed in writing, Y-Track Consulting will always and at all times remain the owner of all intellectual property rights arising from the Agreement to the results from the Agreement (or Price Quotation). Intellectual property rights (such as copyright) rest on all documents, videos, images, texts, workbooks, manuals, knowledge bases, etc. Insofar as such a right can only be obtained through a registration or deposit, only Y-Track Consulting is authorized to do so, unless otherwise agreed in writing.
2. The parties may agree in writing that the intellectual property rights referred to in the first paragraph of this article will be transferred to the Client in whole or in part. Until the moment of transfer, a right of use is provided to the Client as set out in paragraph 5 of this article.
3. In order to optimally perform the agreed services, the Client grants Y-Track Consulting a universal and non-exclusive right to
copy, modify, display, create derivative works from, or distribute any content.
4. The Client indemnifies Y-Track Consulting against all claims relating to intellectual property rights on all materials and/or data provided by the Client, which are used in the performance of the Agreement.
5. The moment the Client fully complies with its obligations under the Agreement (Price Quotation) with Y-Track Consulting, the Client acquires the right to use the result of the Agreement (Price Quotation) in accordance with the agreed destination. If there is no
written agreements have been made between the Parties, the right of use is limited to that use for which firm intentions existed at the time of the provision of the Agreement (Price Quotation). These intentions must be demonstrably communicated to Y-Track Consulting prior to the conclusion of the Agreement (Price Quotation). If this has not happened, Y-Track Consulting will determine the scope of the intended use.
6. Unless agreed otherwise in writing or the nature of the Agreement (price Offer) dictates otherwise, the right of use is non-transferable and non-exclusive. The Client may not sublicense the use of the result to third parties.
7. In the event that the Client acts contrary to his or her right of use, Y-Track Consulting is entitled to compensation for infringement of its rights of at least three times the agreed price. Y-Track Consulting is also entitled to compensation for the actual damage suffered. The costs that Y-Track Consulting must incur for legal assistance do not fall under the aforementioned (damage) compensation and must be fully reimbursed by the Client.
8. Y-Track Consulting has, with due observance of the interests of the Client, the right to use the results for its own publicity, promotion and recruitment of assignments.
9. The client must respect the personality rights of Y-Track Consulting.
Article 15. Delivery Website
1. When executing the Agreement, Y-Track Consulting will, where appropriate, make a draft or test version available to the Client. The Client has the option of having corrections made to this. If no other agreements have been made in the quotation or offer about the number of correction rounds, a maximum of two correction rounds will take place per Agreement. If the Client does not respond within a reasonable period (maximum 14 calendar days) (i.e. communicates desired corrections), Y-Track Consulting assumes that the Client agrees with the draft or test version.
2. If the Client wishes more correction rounds, these will be performed as additional work on the basis of the usual hourly rate of Y-Track Consulting. Y-Track Consulting also has the right to change the execution time.
3. After delivery of the final version, the Client has 30 days to make minor changes free of charge. Minor changes are changes that take no more than 15 minutes to complete.
4. The ownership of delivered goods is expressly reserved until the Client has fully fulfilled all its obligations.
5. The Client is obliged to exercise due care with regard to goods delivered under retention of title and to keep these as recognizable property of Y-Track Consulting.
6. If the Client fails or presumes to fail to fulfill its obligations, Y-Track Consulting is entitled to take back the goods delivered under retention of title. If Y-Track Consulting wishes to exercise its property rights, the Client gives unconditional and irrevocable permission to Y-Track Consulting to enter all places where the property is located, so that Y-Track Consulting can take it back.
Article 16. Applicable law and disputes
1. Dutch law applies to all legal relationships between the Parties.
2. The parties will always try to resolve a complaint or dispute between themselves.
3. All disputes that arise with the Client or other third parties, which arise from these legal relationships and are not mutually resolved, are subject to the exclusive jurisdiction of, and are exclusively decided by, the Court of Central Netherlands.