General terms and conditions of Pressure Amsterdam BV.
ARTICLE 1. | DEFINITIONS
For the purpose of these general terms and conditions, the following terms will have the meanings specified, save insofar as follows from the nature or meaning of these provisions.
- PRESSURE: PRESSURE Amsterdam BV, the user of these general terms and conditions, based in Schiphol-Rijk, registered in the Trade Registry under CoC number 34316554.
- Customer: the natural person or legal entity, acting in the execution of a profession or company, with whom PRESSURE has entered into or intends to enter into an agreement.
- Agreement: any agreement established between PRESSURE and the Customer, with which PRESSURE has committed towards the Customer to provide services, carry out activities, the sale and/or delivery of products.
- Activities: all activities to be carried out by or on behalf of PRESSURE or services to be provided, such as PR activities and PR campaigns.
- Products: all PR activities to be carried out for the Customer in the context of the agreement.
- Written: both traditional written communication and communication by e-mail.
ARTICLE 2. | GENERAL PROVISIONS
- These general terms and conditions apply to every offer from PRESSURE and every agreement concluded.
- These general terms and conditions also apply to agreements for which third parties are involved in the implementation.
- The applicability of the general or other terms and conditions of the Customer are explicitly rejected.
- The provisions in these general terms and conditions can only be deviated from in writing. If and insofar as that which the parties have expressly agreed upon in writing deviates from the provisions in these general terms and conditions, that which the parties have expressly agreed upon in writing shall apply.
- Annulment or invalidity of one or more provisions does not impede the validity of the remaining provisions. Where appropriate, the parties are required to consult with each other to try to reach a substitute arrangement for the affected clause. When doing that, the purpose and purport of the original provision will be taken into consideration as much as possible.
ARTICLE 3. | OFFER AND REALISATION OF THE AGREEMENT
- Unless an acceptance period is specified, every offer from PRESSURE is without obligation.
- Offers from PRESSURE do not automatically apply for follow-up agreements.
- The Customer cannot derive any rights from an offer that is based on inaccurate or incomplete information provided by the Customer. The Customer also cannot derive any rights from an offer from PRESSURE that contains an obvious error or mistake.
- The agreement shall be established by an offer and acceptance. If the acceptance of the Customer deviates from the offer from PRESSURE, the agreement will then not be established in conformance with this deviating acceptance, unless PRESSURE indicates otherwise.
- A draft estimate will not oblige PRESSURE to deliver a portion of the products or services included in the offer in exchange for a corresponding portion of the specified price.
If the Customer enters into the agreement (also) on behalf of another natural person or legal entity,
by entering into the agreement, he declares to be authorised to do so. In addition to the natural person or legal entity,
the Customer is jointly and severally liable for the fulfilment of the obligations arising from that agreement.
ARTICLE 4. | DEADLINES AND THIRD PARTIES
- PRESSURE undertakes at all times to comply with the execution and delivery periods agreed upon between the parties. However, all of the periods specified by PRESSURE must exclusively be considered indicative, non-final deadlines. PRESSURE shall not be in default until after the Customer has given PRESSURE written notice of default, granting PRESSURE a reasonable period as yet to perform and performance of the agreement still has not been completed after the above-mentioned period has elapsed.
- The agreed upon periods will not commence until after PRESSURE has received all of the information required for the performance of the agreement from the Customer.
- PRESSURE has the right at all times to have third parties carry out all or part of the agreement. The applicability of Sections 7:404 and 7:407, paragraph 2 of the Dutch Civil Code is excluded.
ARTICLE 5. | INFORMATION OBLIGATION OF THE CUSTOMER
The Customer is required to provide all information that PRESSURE indicates is necessary, or that the Customer should reasonably understand that this is necessary, for the implementation of the agreement promptly to PRESSURE. If the information required for the implementation of the agreement is not provided promptly to PRESSURE, then PRESSURE will have the right to suspend the implementation of the agreement and/or to pass on the additional costs resulting from the delay at the usual rates to the Customer.
ARTICLE 6. | GENERAL IMPLEMENTATION OF THE AGREEMENT
- PRESSURE will implement the agreements to the best of its knowledge and ability and in accordance with good professional practice. However, insofar as the nature and/or meaning of the obligation does not decisively exclude it, PRESSURE exclusively undertakes an obligation to perform. For that reason, PRESSURE cannot guarantee, for example with regard to PR campaigns, that the results that the Customer aims to achieve by entering into the agreement will in fact be achieved.
- If it is agreed that the agreement will be implemented in phases, PRESSURE can suspend the implementation of those parts that are part of a subsequent phase until the Customer has approved the results of the preceding phase in writing.
- If, in the context of the agreement, activities are carried out at the Customer’s location or another location specified by the Customer, the Customer will ensure that the persons employed by PRESSURE can make use of the facilities that can be reasonably desired at that location at no charge.
ARTICLE 7.| CHANGE OF THE CONTRACT AND ADDITIONAL WORK
- If, during the implementation of the agreement, it is necessary to modify or supplement the agreement to ensure satisfactory implementation, the parties will adjust the agreement promptly and by mutual consent. If the nature, scope and/or content of the
agreement is amended in terms of quality and/or quantity, this can affect any original agreements between the parties. As a result, the originally agreed upon price will be increased or decreased. Insofar as possible, PRESSURE will indicate the price in advance.
- If the Customer wishes to make additions and or changes to that which is agreed upon, the related additional costs will be at the Customer’s expense. PRESSURE will inform the Customer promptly regarding the necessity of charging the costs referred to here, unless the Customer should understand the necessity.
- Due to a change to the agreement, the originally specified period can be amended. The Customer accepts the possible change in the agreement, including the change in price and deadline. If the agreement is amended or supplemented, PRESSURE is entitled to start implementation only after the Customer has agreed to the adjusted price and other conditions, including the then to be determined time of implementation of the activities. Not implementing the changed agreement, or not immediately, does not constitute a breach on PRESSURE’s part and is not a ground for termination of the agreement by the Customer.
- If, after entering into the agreement, circumstances occur or come to light that increase the cost price that can be attributed to inaccurate information provided by the Customer, the additional costs will be at the Customer’s expense, unless PRESSURE should have discovered the incorrectness of the information provided by the Customer prior to the determination of the price. PRESSURE will inform the Customer promptly regarding the necessity of charging the costs referred to here.
- PRESSURE is authorised to refuse a request to change the agreement without being in default of the agreement as a result, if compliance with such a change cannot reasonably be expected of them.
- With the exception of the remaining provisions in this article, agreements relating to additional work will be made in consultation and will be recorded in writing to the greatest extent possible.
ARTICLE 8. | COMPLAINTS AND GUARANTEE
- 1. For a period of 14 days after delivery, the Customer shall have the right to report the following defects in writing and specifying reasons. If PRESSURE considers such a complaint well-founded, PRESSURE will attempt to repair the defects in consultation with the Customer. If no defects are reported to PRESSURE within the period specified in the first sentence, it will be assumed that the Customer approves of the goods or services delivered and every opportunity to issue a complaint will lapse. Incorrect information provided by the Customer that leads to defects in the delivered products or services is not a basis for complaint.
- Complaints do not suspend the Customer’s obligations.
- The Customer is only entitled to any manufacturer warranty offered by the manufacturer of the products that is transferred to the Customer.
- Without prejudice to the expressly stated warranty conditions, the warranty issued shall lapse in any event if a defect is the consequence of an external cause or otherwise cannot be attributed to PRESSURE or its suppliers. This includes, but is not limited to, flaws as a result of damage, incorrect or inexpert use and use that is in conflict with the conditions of use or other directions issued by or on behalf of PRESSURE.
- To validate an eventual warranty claim, the Customer must submit a complaint to PRESSURE within one month of the discovery of the defect.
- Physical products that are delivered can only be returned following prior written consent from PRESSURE. The costs for returning the products will be at the Customer’s expense.
ARTICLE 9. | FORCE MAJEURE
- PRESSURE shall not be required to comply with any obligation arising from the agreement if and for as long as it is prevented from doing so as a consequence of a circumstance not attributable to fault and which is not regarded as their responsibility by virtue of the law, legal action or according to generally accepted standards.
- If the force majeure situation makes compliance with the agreement impossible, or lasts or will persist for longer than three months, the parties have the right to terminate the agreement effective immediately.
- If upon commencement of the force majeure PRESSURE has already partially fulfilled its obligations, or can only partially meet its obligations, it will be entitled to invoice the part already realised and/or the realisable part separately and the client will be obliged to pay this invoice as if it concerned an independent agreement.
- Damage as a result of force majeure will under no circumstances be eligible for compensation.
ARTICLE 10. | SUSPENSION AND TERMINATION
- If the circumstances justify, PRESSURE has the right to suspend implementation of the agreement or to terminate the agreement effective immediately if the Customer fails to fulfil (or does not fulfil promptly) the
obligations pursuant to the agreement, or if after entering into the agreement, circumstances come to PRESSURE’s attention that give them good reason to hear that the Customer will not fulfil its obligations.
- If the Customer is declared bankrupt, in case of any seizure of its goods or in cases in which the Customer otherwise cannot freely dispose of its assets, PRESSURE is entitled to terminate the agreement effective immediately, unless the Customer has already provided satisfactory security for the payment(s).
- Furthermore, PRESSURE is entitled to terminate the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if unaltered continuation of the agreement cannot reasonably be required of it.
- The Customer will never have any claim to compensation in connection with the right of suspension or dissolution exercised by PRESSURE pursuant to this article.
- Insofar as this can be attributed to it, the Customer is required to compensate the damages that PRESSURE suffers as a result of the suspension or dissolution of the agreement.
- If PRESSURE terminates the agreement based on this article, all claims against the Customer will be immediately due and payable.
ARTICLE 11. | PRICES AND PAYMENTS
- All prices indicated by PRESSURE are exclusive of VAT, unless expressly indicated otherwise.
- If after conclusion of the agreement increases occur in VAT rates or other levies imposed by the authorities, PRESSURE is entitled to adjust the agreed upon prices correspondingly.
- Moreover, PRESSURE is entitled to pass on the costs of price increases to cost-determining factors that the Customer becomes aware of after the conclusion of the agreement.
- Changes to agreed upon prices, other than those specified in paragraph 2 and 3, will be communicated by PRESSURE at least 30 days in advance. The Customer is entitled to terminate the agreement as of the moment that the modified rates take effect.
- PRESSURE is entitled at all times to demand full or partial payment in advance of the agreed upon price. The obligation to make advance payment in full applies in any event for contracts relating to the design of websites, in which case the Customer must make full payment within 10 days after the invoice date.
- PRESSURE is not required to (further) implement the agreement until after PRESSURE receives the demanded advance payment.
- Unless expressly agreed otherwise, all payments will be made by transfer, within the period specified in the invoice, in the manner specified by PRESSURE.
- If payment is not made in good time, Customer shall be in default by operation of law. As of the day that the default commences, the Customer will be charged interest of 1% per month on the open amount, where part of a month will be considered a full month. Moreover, the Customer will owe PRESSURE EUR 50 in reminder charges.
- Complaints relating to invoice amounts do not suspend the Customer’s payment obligations.
- If the Customer is liquidated, declared bankrupt or granted suspension of payment, the claims against the Customer will become immediately due and payable.
- All reasonable expenses, including judicial, extrajudicial and enforcement costs incurred to obtain the amounts owed by Customer will be at the Customer’s expense.
ARTICLE 12. | LIABILITY AND INDEMNIFICATION
- Pressure will never be held liable, other than in case of wilful recklessness on the part of PRESSURE, for damage resulting from loss, mix up or damage to data and other information.
- PRESSURE is never liable for damage for which the manufacturer of the products bears product liability.
- PRESSURE uses all reasonable efforts to protect the software delivered and its systems against any form of wrongful use by third parties. However, PRESSURE is never liable for violation of (intellectual property) rights of the Customer by third parties.
- Insofar as PRESSURE is dependent on the cooperation, services and deliveries of third parties over which PRESSURE has little or no influence, PRESSURE cannot in any way be held responsible for any damage whatsoever arising from the relations with PRESSURE, nor for the termination of the relation, regardless of whether this damage is caused or becomes visible during the relationship with PRESSURE.
- In case of a shortcoming in the fulfilment of the agreement, PRESSURE is only liable for replacement compensation up to the invoice amount. All responsibility of PRESSURE for any other form of damage is excluded, including compensation of
indirect and consequential damage, including damage due to loss suffered, loss of earnings or profit and business interruption.
- The Customer should bear in mind that information sent over the Internet can be intercepted by third parties. PRESSURE cannot be held liable for damage of any kind caused by the sending of confidential or secret information.
- The Customer must inform PRESSURE immediately in writing of changes to Customer’s data, insofar as this is reasonably required in the context of the agreement. If the Customer fails to do this, the Customer will be fully liable for any
damages caused and suffered by PRESSURE as a result.
- In case of a claim by the Customer due to shortcomings on the part of third parties called in by PRESSURE, the Customer must make the best possible effort to reach an amicable solution to resolve the dispute amicably with those third parties. If based on such a claim the Customer wishes to commence legal proceedings, with the exception of PRESSURE, he must bring an action against this third party before he exercises any rights against PRESSURE.
- PRESSURE cannot be held liable for any damage caused by incorrect or inexpert use of the products delivered by PRESSURE by the Customer or third parties.
- The Customer will be responsible for damage caused by:
- an error in the information provided by Customer;
- another circumstance that cannot be attributed to PRESSURE.
- If despite the provisions in these general terms and conditions liability nevertheless exists, only direct damage will apply for compensation. Direct damage is exclusively understood to refer to:
- the reasonable costs incurred in determining the cause and the extent of the damage, insofar as the determination relates to damage that qualifies for compensation pursuant to these terms and conditions;
- the reasonable costs incurred to bring defective performance by PRESSURE in conformance with the agreement, insofar as this can be attributed to PRESSURE;
- reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to the limitation of damage qualifying for compensation pursuant to these terms and conditions.
- PRESSURE’s liability will never exceed the amount that will be paid out in the relevant case under PRESSURE’s liability insurance, if applicable.
- Notwithstanding the other provisions in these general terms and conditions, the limitation period of all claims and defences towards PRESSURE is one year.
- Except in the case of deliberate act or conscious recklessness on the part of PRESSURE, the Customer will indemnify PRESSURE against all claims of third parties on whatever account relating to damage, costs or interest, in connection with the implementation of the agreement by or on behalf of PRESSURE, as well as the use of the products by or on behalf of PRESSURE.
ARTICLE 13. | CONFIDENTIALITY
- Without prejudice to the provisions in the following article, PRESSURE will not make the Customer’s personal information available to third parties without being legally required to do so. This also applies for any other confidential information that is provided to PRESSURE for the implementation of an agreement.
- PRESSURE is free to refer to the end products delivered to the Customer as reference for promotional purposes, unless expressly agreed otherwise.
- PRESSURE reserves the right to place a discrete reference to the PRESSURE website on a delivered website, unless expressly agreed otherwise.
- PRESSURE reserves the right to use the knowledge obtained during the implementation of the activities for other purposes, insofar as no confidential information is brought to the knowledge of third parties.
ARTICLE 14. | STORING AND RETAINING DATA
- The data provided by the Customer can be made available to third parties if and insofar as this is required in the context of the implementation of the agreements. The third parties to whom the data will be provided will treat this data as confidential. Under no circumstance will the data received from the Customer be sold. Under no circumstance will the data received from the Customer be sold.
- The digital data received and to be retained by PRESSURE or the Customer will be stored by means of a server secured for that purpose with back-up at the offices of PRESSURE. All open files will be retained and carefully stored and processed for up to two years after the termination of the agreement.
ARTICLE 15. | RETENTION OF TITLE AND RIGHT OF USE
- The Customer only becomes owner of, or only receives the right of use to, the products delivered and work carried out once they have satisfied all of their obligations toward PRESSURE.
- The Customer is prohibited from selling, pledging or otherwise encumbering the products that are subject to the retention of title, except insofar as this must be considered permissible in the context of its normal operations.
- If third parties levy attachment to the products that are subject to retention of title, or wish to create or enforce rights on these products, the Customer is obliged to inform PRESSURE of this as soon as possible.
- If the retention of title relates to physical products, the Customer grants PRESSURE or third parties designated by PRESSURE unconditional consent to enter all locations where the products that are subject to retention of title are located. If PRESSURE is in breach, the Customer will have the right to take back the products specified here. All related reasonable costs will be borne by the Customer.
ARTICLE 16. | INTELLECTUAL PROPERTY
- PRESSURE or its licensors retain the industrial and intellectual property rights to all designs that they produce and/or deliver, in whatever form. The Customer is prohibited from copying, reproducing or using the designs or parts thereof (or to have this done by third parties) in any manner other than that which is provided for in the agreement.
- Ideas, drafts or (draft) designs provided by PRESSURE will remain fully the property of PRESSURE unless expressly agreed otherwise in writing. In this case, PRESSURE can stipulate a fee for this. In case of apparent violation of the specified property, PRESSURE will be entitled to charge a reasonable fee for this.
ARTICLE 17. | POLICIES OF THIRD PARTIES AND CHANGES THERETO
third parties, as well as changes to that policy. The Customer can make no claim whatsoever against PRESSURE in this regard.
ARTICLE 18. | AMENDMENT OF THESE GENERAL TERMS AND CONDITIONS
- PRESSURE reserves the right to amend or supplement these general terms and conditions.
- Amendments also apply to agreements already entered into with due observance of a period of 30 days after written notification of the amendments.
- If the Customer does not agree with the amended general terms and conditions, they will be entitled to terminate the agreement as of the amendment date of the general terms and conditions or within 7 days after the commencement date of the amendment of the general terms and conditions, if this commencement date falls after the commencement date of the amendment, unless PRESSURE still indicates that it wishes to continue the agreement under the originally agreed upon conditions.
ARTICLE 19. | FINAL PROVISIONS
- Neither PRESSURE nor the Customer is entitled to transfer the rights or obligations arising from the agreement to a third party without the prior written permission of the other party.
- All agreements and all resulting legal relationships between the parties are governed exclusively by the laws of the Netherlands.
- The parties will submit a dispute to the court only after they have made every effort to settle the dispute in consultation.
- All disputes relating to, or resulting directly or indirectly from, the agreement will be referred exclusively to the competent court in Amsterdam. In the absence of evidence to the contrary, accounting data of PRESSURE are decisive in this regard.
- When interpreting these general terms and conditions, the Dutch text will always prevail.