Terms & Conditions

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TERMS OF SERVICE

Please read the terms of service carefully. By accessing or using any part of the service, you acknowledge that you have read, understand and agree to be bound by all the terms of the terms of service. Use of the service is expressly conditioned upon your acceptance of the terms of service.

Article 1 – Definitions

  1. Zeko Groups, established in Zwolle, Chamber of Commerce number 85799971, is referred to as a service provider in these general terms and conditions.
  2. The counterparty of the service provider is referred to as the client in these general terms and conditions.
  3. Parties are service provider and client together.
  4. The agreement means the service agreement between the parties.

Article 2 – Applicability

  1. These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.
  2. Deviation from these terms and conditions is only possible if this has been agreed explicitly and in writing by the parties.
  3. The agreement always contains best efforts obligations for the service provider, not results obligations.

Article 3 – Payment

  1. Invoices must be paid within 14 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.
  2. Payments are made without any appeal to suspension or settlement by transferring the amount due to the bank account number specified by the service provider.
  3. If the client does not pay an invoice within the agreed term, it will be in default by operation of law, without any reminder being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled its payment obligations.
  4. If the client remains in default, the service provider will proceed to collection. The costs related to this collection shall be borne by the client. When the client is in default, it also owes the service provider statutory (commercial) interest, extrajudicial collection costs and other damages in addition to the principal sum. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider against the client are immediately due and payable.
  6. If the client refuses to cooperate with the performance of the assignment by the service provider, it is still obliged to pay the agreed price to the service provider.

Article 4 – Offers and quotations

  1. The service provider’s offers are valid for a maximum of 14 days, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that period, the offer will lapse.
  2. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

Article 5 – Client’s obligation to provide information

  1. The client is obliged to provide all data and documents that the service provider believes are necessary for the correct execution of the assignment, in a timely manner and in the desired form and in the desired manner.
  2. The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
  3. The client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
  4. If the client does not make the information and documents required by the service provider available, or does not do so in time or properly, and the execution of the assignment is delayed as a result, the resulting additional costs and extra fees will be borne by the client.

Article 6 – Withdrawal of assignment

  1. The client is free to terminate the assignment at any time.
  2. Upon withdrawal of the assignment, the client is obliged to pay the wages due and the expenses incurred by the service provider.

Article 7 – Prices

  1. The prices stated on quate, quotations and invoices of the service provider are exclusive of VAT, unless expressly stated otherwise.
  2. With regard to the services, the parties can agree on a fixed price when the agreement is concluded. If no fixed price has been agreed, a specialist hourly rate of €75 applies

Article 8 – Price indexation

  1. The prices and hourly wages agreed when entering into the agreement are based on the price level applied at that time. The Service Provider has the right to adjust the fees to be charged to the Client annually on 1 January.
  2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.

Article 9 – Execution

  1. The Service Provider has the right to have work performed by third parties.
  2. The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance.

Article 10 – Duration and change agreement

  1. The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2.  If during the execution of the agreement it appears that it is necessary for the proper execution of the agreement to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
  3. The completion of the agreement may be affected by agreement between the parties on amendments or additions. The Service Provider will inform the Client of this as soon as possible.
  4. Any changes to a fixed fee will be communicated to the client by the service provider as soon as possible in the event of changes or additions to the agreement.

Article 11 – Force majeure

  1. A shortcoming in the fulfillment by the service provider towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations towards the client is prevented in whole or in part or as a result of which the fulfillment of its obligations in reasonableness cannot be expected from the service provider. These circumstances also include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions. All this in addition to the provisions of art. 6:75 BW.
  2. If a situation as referred to above occurs, as a result of which the service provider cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfill its obligations. If the force majeure situation has lasted more than 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
  3. In the case referred to in paragraph 2 of this article, the service provider is not obliged to pay compensation for any damage, not even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 12 – Transfer of rights

  1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party, as referred to in art. 3:83 paragraph 2 Dutch Civil Code.

Article 13 – Liability

  1. The service provider is not liable for damage resulting from this agreement, unless the service provider has caused the damage intentionally or with gross negligence.
  2. In the event that the service provider owes compensation to the client, the damage will not exceed the fee.
  3. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
  4. The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the performance of the assignment.
  5. The service provider’s liability for damage resulting from intent or deliberate recklessness on the part of the service provider, its manager or subordinates is not excluded.
  6. If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider on account of that assignment.
  7. If an assignment is given by a natural person on behalf of a legal person, this natural person can also be a private client. This requires that this natural person can be regarded as the (co-)policymaker of the legal entity. In the event of non-payment by the legal person, the natural person is also personally liable for the payment.

Article 14 – Complaint duty

  1. The client is obliged to immediately report any complaints in writing to the service provider. The complaint should be described in as much detail as possible.

Article 15 – Intellectual Property

  1. Unless agreed in writing, the service provider retains all intellectual absolute rights to all designs, carriers with data or other information, quotations, images, etc.

Article 16 – Confidentiality

  1. The client is obliged to maintain the confidentiality of confidential information made available to it by the service provider, such as company data.
  2. The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 17 – Penalty clause

  1. If the client violates article 16 of these terms and conditions, the client will forfeit an immediately due and payable fine of EUR 1,000 for each violation and an additional amount of EUR 250 for each day that the violation continues. This is regardless of whether the violation can be attributed to the client. Also, no notice of default, legal proceedings or damages are necessary.
  2. The forfeiture of any fine, as described above, does not affect the other rights of the service provider, including claiming compensation.

Article 18 Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Court of Overijssel in Zwolle has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

These general terms and conditions are valid from December 1, 2022.

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