Terms and Conditions

Article 1 – Definitions

  1. Growindigital, based in Groningen and registered with the Dutch Chamber of Commerce under number 55974988, is referred to as the service provider in these terms and conditions.
  2. The counterparty of the service provider is referred to as the client.
  3. Parties refer to the service provider and the client collectively.
  4. The agreement refers to the service agreement between the parties.

Article 2 – Applicability of Terms and Conditions

  1. These terms and conditions apply to all offers, quotations, services, agreements, and deliveries of goods or services by or on behalf of the service provider.
  2. Deviations from these terms and conditions are only valid if explicitly agreed in writing by the parties.
  3. The agreement obligates the service provider to provide best-efforts services and does not guarantee any specific result.

Article 3 – Payment

  1. Invoices must be paid within 30 days of the invoice date unless the parties agree otherwise in writing or a different payment term is specified on the invoice.
  2. Payments must be made without any right of suspension or set-off by transferring the amount due to the bank account specified by the service provider.
  3. If the client fails to pay an invoice within the agreed term, they will be in default by operation of law, without the need for a prior notice of default. From that moment, the service provider may suspend its obligations until the client fulfills their payment obligations.
  4. If the client remains in default, the service provider may initiate debt collection proceedings, with all associated costs borne by the client, including statutory (commercial) interest, extrajudicial collection costs, and other damages. These costs are calculated in accordance with the “Besluit vergoeding voor buitengerechtelijke incassokosten.”
  5. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the client, all claims of the service provider against the client become immediately due and payable.
  6. If the client refuses to cooperate in the execution of the agreement, they remain obligated to pay the agreed price.

Article 4 – Offers and Quotations

  1. Offers made by the service provider are valid for a maximum of one month unless otherwise stated in the offer. If the offer is not accepted within this period, it expires.
  2. Delivery times stated in offers are indicative and do not entitle the client to terminate the agreement or claim damages if exceeded, unless explicitly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders unless explicitly agreed otherwise in writing.

Article 5 – Prices

  1. Prices stated in offers, quotations, and invoices are exclusive of VAT and other government levies unless explicitly stated otherwise.
  2. Prices for goods are based on the cost prices known at the time of the offer. Any unforeseen cost increases may lead to price adjustments.
  3. For services, the parties may agree on a fixed price. If no fixed price is agreed, fees will be calculated based on actual hours worked, using the service provider’s applicable hourly rates at the time of work, unless otherwise agreed.
  4. If a target price is agreed, the service provider is entitled to exceed this price by up to 10%. If the price exceeds this margin, the service provider must notify the client and justify the higher price. The client may choose to cancel any part of the assignment exceeding the adjusted price.

Article 6 – Price Indexation

  1. Prices and rates agreed upon at the start of the agreement are based on current price levels. The service provider may adjust fees annually on January 1.
  2. Adjusted prices and rates will be communicated to the client promptly.

Article 7 – Information Provided by the Client

  1. The client must provide all information relevant to the execution of the assignment.
  2. The client is responsible for the accuracy, completeness, and reliability of the information provided, including information from third parties.
  3. Delays or extra costs resulting from incomplete or late information provided by the client will be borne by the client.

Article 8 – Termination of Assignment

  1. The client may terminate the assignment at any time.
  2. In the event of termination, the client is obligated to pay for services rendered and costs incurred by the service provider up to the termination date.

Article 9 – Execution of the Agreement

  1. The service provider will perform the agreement to the best of its ability and in accordance with professional standards.
  2. The service provider may engage third parties for the execution of work.
  3. Work will commence after mutual consultation, written agreement, and payment of any agreed advance.

Article 10 – Contract Duration

  1. The agreement is entered into for an indefinite period unless explicitly agreed otherwise in writing.
  2. If a specific timeline is agreed upon, it is never binding. If the timeline is exceeded, the client must provide written notice of default to the service provider.

Article 11 – Amendment of the Agreement

  1. If during the execution of the agreement it becomes apparent that it is necessary to modify or supplement the work to ensure proper execution, the parties will amend the agreement in a timely manner through mutual consultation.
  2. Changes to the agreement may impact the timeline for completion. The service provider will inform the client as soon as possible.
  3. If the modification or supplementation has financial or qualitative consequences, the service provider will notify the client in writing.
  4. If a fixed fee is agreed upon, the service provider will specify the extent to which the amendment will exceed the agreed fee.

Article 12 – Force Majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by the service provider to fulfill any obligation towards the client cannot be attributed to the service provider in the event of circumstances beyond its control that prevent compliance or make compliance unreasonable. Such circumstances include, but are not limited to, supplier failures, power outages, computer viruses, strikes, extreme weather, and work interruptions.
  2. In the event of force majeure, obligations are suspended for as long as the situation lasts. If the force majeure continues for more than 30 calendar days, either party may dissolve the agreement in writing.
  3. The service provider is not liable for any damages resulting from a force majeure situation.

Article 13 – Set-Off

  1. The client waives any right to offset a debt owed to the service provider against a claim on the service provider.

Article 14 – Suspension

  1. The client waives the right to suspend any obligation arising from this agreement.

Article 15 – Transfer of Rights

  1. Rights under this agreement cannot be transferred without prior written consent from the other party. This provision has legal effect under Article 3:83(2) of the Dutch Civil Code.

Article 16 – Limitation of Claims

  1. Any claim for damages arising from the actions of the service provider expires 12 months after the event causing the liability. This does not affect the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 – Warranty

  1. The agreement is a service-oriented agreement under which Growindigital provides only a best-efforts obligation and not a results obligation.

Article 18 – Insurance

  1. The client must adequately insure and maintain insurance for all items necessary for executing the agreement, as well as items owned by the service provider located at the client’s premises, against risks such as fire, explosion, water damage, and theft.
  2. Upon request, the client must provide the service provider with access to the insurance policies.

Article 19 – Liability for Damages

  1. The service provider is not liable for damages resulting from this agreement unless caused intentionally or by gross negligence.
  2. If the service provider is liable, compensation is limited to the fee received for the assignment.
  3. Liability is also limited to the amount paid out under the applicable professional liability insurance policy, including the deductible.
  4. The service provider is not liable for damages resulting from malfunctioning equipment, software, or other items used in executing the agreement.
  5. This limitation of liability does not exclude liability for intentional acts or gross negligence by the service provider or its management.

Article 20 – Liability of the Client

  1. If an assignment is given by multiple individuals, each is jointly and severally liable for amounts owed under the assignment.
  2. If an assignment is given on behalf of a legal entity, any natural person involved as a policymaker may be personally liable for unpaid amounts.

Article 21 – Indemnification

  1. The client indemnifies the service provider against claims by third parties related to goods and/or services delivered by the service provider.

Article 22 – Complaints Obligation

  1. The client must report complaints about the service provider’s work immediately and in writing, providing a detailed description of the shortcoming.
  2. Complaints do not entitle the client to require additional work outside the agreed-upon services.

Article 23 – Retention of Title, Right of Suspension, and Right of Retention

  1. Items delivered to the client remain the property of the service provider until full payment of the agreed price is made.
  2. If advance payments are not made on time, the service provider may suspend work until payment is received.
  3. The client may not pledge or otherwise encumber items under the service provider’s retention of title.
  4. If payment terms are not met, the service provider has the right of retention, meaning items will not be delivered until full payment is received.

Article 24 – Intellectual Property

  1. The service provider retains all intellectual property rights to designs, drawings, writings, data carriers, proposals, and other materials unless agreed otherwise in writing.
  2. These materials may not be copied, shared with third parties, or used without written consent.

Article 25 – Confidentiality

  1. Both parties must keep all confidential information received from the other party secure.
  2. The confidentiality obligation applies for the duration of the agreement and three years after its termination.

Article 26 – Penalty for Breach of Confidentiality

  1. If the client violates the confidentiality clause, they forfeit an immediately payable penalty of €X per breach and €Y for each day the breach continues.

Article 27 – Non-Solicitation of Personnel

  1. The client agrees not to hire or directly engage the service provider’s personnel during the agreement and up to one year after its termination, except by mutual written consent.

Article 28 – Amendment of Terms and Conditions

  1. Growindigital may amend or supplement these terms and conditions.
  2. Minor changes may be made at any time, while significant changes will be discussed with the client.

Article 29 – Applicable Law and Jurisdiction

  1. All agreements are governed exclusively by Dutch law.
  2. The Dutch court in the district where Growindigital is located has exclusive jurisdiction, unless mandatory law dictates otherwise.