These are the General Terms and Conditions of Digital Defence. These were drafted in February 2014. In short:
- Digital Defence does not charge office costs.
- Digital Defence sends its bills each month and has a payment period of 30 days.
- Digital Defence’s liability is restricted to (i) the insured amount or (ii) the fee already paid (max. EUR 10.000).
- Digital Defence does not accept liability for subcontractors.
- Dutch law applies. The court in Amsterdam, the Netherlands is competent.
These terms and conditions are further worked out below. In the case of a conflict between this summary and the precise wording below, the precise wording prevails.
1. Digital Defence is a sole proprietorship under Dutch law. Digital Defence is located in Amsterdam and is registered at the Dutch Chamber of Commerce under no. 59930837.
2. These General Terms and Conditions apply to all legal relationships between Digital Defence and the client, unless the parties have agreed otherwise in writing prior to the conclusion of an agreement. Digital Defence excludes the applicability of any general terms and conditions used by the client.
3. Digital Defence may engage third parties in the course of the performance of an assignment. Digital Defence shall apply the necessary care when engaging third parties. Digital Defence shall not be liable vis-à-vis the client for any actions of those third parties. The client gives Digital Defence authority to accept on behalf of the client a limitation of liability stipulated by such person. Sections 7:404 and 7:407 subsection 2 of the Dutch Civil Code (Burgerlijk Wetboek) are herewith excluded.
4. For the performance of an assignment, the client will be due the fee plus disbursements (such as travel costs) and VAT payable. Digital Defence may, prior to an assignment, agree on the payment of a deposit by the client. Digital Defence will settle deposits with interim payments or the final invoice for the assignment. Digital Defence does not charge office costs.
5. Digital Defence will bill the client on a monthly basis, unless agreed otherwise in writing. The payment period is 30 days from the invoice date. If the payment has not been received within the agreed term, the client will be deemed to be in default without prior notice and Digital Defence will have the right to charge the statutory interest (wettelijke rente) and any judicial and extrajudicial (collection) costs (gerechtelijke- en buitengerechtelijke (incasso)kosten).
6. Money which Digital Defence holds for the benefit of the client, shall be placed on a separate bank account intended for this purpose (derdengeldrekening). No interest shall be paid over money placed on such account. Digital Defence shall not be liable if the bank on which the money is placed does not fulfill its obligations.
7. Any liability on the part of Digital Defence vis-à-vis the client and third parties for damages resulting from or related to the performance of an assignment, shall be limited to the amount that is paid out in that specific case under the applicable indemnity insurance of Digital Defence, increased by the amount of the applicable deductible (eigen risico) which under that insurance shall be borne by Digital Defence. If and to the extent that no amount shall be paid under such an insurance, any liability of Digital Defence is limited to the already paid fee for the activities in relation to which the damage has occurred, with a maximum of EUR 10.000. Each claim for damages shall expire after a period of one year from the day following the day on which the client became aware or could reasonably be aware of the existence of the damages.
8. The client shall indemnify Digital Defence for any claims of third parties which are in any way related to the activities of Digital Defence for the client. The client shall reimburse to Digital Defence all costs of legal defence and all damages in relation to these claims. This provision does not apply to the extent a claim is the result of the intent or recklessness (opzet of bewuste roekeloosheid) of Digital Defence.
9. These General Terms and Conditions are also made for the benefit of the persons who are or were working for Digital Defence or who were engaged during the performance of any assignment by Digital Defence.
10. Dutch law shall govern the legal relationship between Digital Defence and its client. Any dispute between Digital Defence and a client shall be resolved exclusively by the competent court of Amsterdam, the Netherlands. In the event of any discrepancy between the Dutch and English versions of these General Terms and Conditions, the Dutch version shall prevail.