General terms and Conditions
ICT waarborg B2B ~ version 09 2018
These General Terms and Conditions govern the legal relationship between the Contractor and its Clients. The General Terms and Conditions have been divided into different modules focusing on the various forms of service provision offered by the Contractor.
They consist of the following modules:
Where a specific module applies, it prevails over the General Module. To the extent the general section does not contravene the applicable provisions stipulated in the specific modules, the general section will always apply. The definitions of the terms written with a capital letter apply to all modules.
In these General Terms and Conditions, the terms below have the following meanings:
is a delineated compulsory test performed by the Client in order to round off the Project.
these terms and conditions, which are made up of a number of modules.
the service to be supplied by the Contractor, including the development and/or maintenance of software, applications, etc. The Agreement specifies which Services are involved and these General Terms and Conditions set more detailed rules for specific Services.
failure to satisfy the Specifications.
the user or end user who uses the Service/Project provided by the Contractor on the Client’s behalf.
equipment supplied by the Contractor to the Client.
for example, applications (web or other), software, advice or reports.
an employee, freelancer or self-employed worker without employees or an agent hired from a thirdparty by the Contractor who are deployed by the Contractor for the benefit of the Client or who perform activities for the Client.
a module of these General Terms and Conditions containing provisions relating to a specific area of activity.
the natural person or legal entity with whom the Contractor has concluded an Agreement. This also meansthe party with whom the Contractor enters into or is currently conducting negotiations on the Agreement as well as its representative(s), authorised agent(s), the acquiring legal entities/person(s) and beneficiaries.
the contractor, with its registered offices in Bodegraven and registered with the Chamber ofCommerce under number 34355383 and a member of ICTWaarborg.
the agreement between the Contractor and the Client.
a shortcoming which cannot be attributed to the debtor, if it cannot be blamed for it, or if the shortcoming cannot be ascribed to the debtor under the law, legal transaction or by convention.
the work carried out by the Contractor on behalf of the Client, as described in the quotation and/orAgreement.
electronic system that can be used for the management of the Project and forcommunication between the Contractor and the Client about the implementation of the Agreement.
the results of the activities carried out by the Contractor under the Agreement.
the term ‘in Writing’ used in these General Terms and Conditions includes e-mail and faxcommunication, provided that the sender’s identity and the message integrity have been sufficiently established.
the functional and technical description of the Project.
2411 ND Bodegraven
2411 ND Bodegraven
+31 172 759002
MODULE A. GENERAL
Article A.1. Quatation, offer and acceptance
A.1.1 A quotation drawn up by the Contractor is without obligation and will be valid for 14 days after the date on which it was sent by the Contractor, unless stated otherwise in the quotation.
A.1.2 The Client should preferably accept the quotation in Writing, but if the Client accepts or creates the impression that it has accepted it by other means, the Contractor may consider the quotation as accepted.
A.1.3 The Client’s provisions or terms and conditions that differ from, or do not appear in, these General Terms and Conditions will only be binding for the Contractor if, and to the extent that, these have been explicitly accepted by the Contractor in Writing.
A.1.4 Without prejudice to the power of the Contractor to withdraw the quotation in accordance with Article A.1.1., the Agreement may only be changed after acceptance with the consent of both parties. In the event of a conflict between the provisions in the documents below, the following order of precedence applies:
any appendices, apart from brochures;
these General Terms and Conditions;
any additional conditions, apart from brochures.
Article A.2. Implementation of the Project & provision of information
A.2.1 Following conclusion of the Agreement, the Client will carry out the Project as soon as possible, in accordance with the offer, taking into account any reasonable wishes of the Contractor.
The Contractor will endeavour to carry out the Project to the best of its ability, exercising due care and professionalism. The Client is obliged to enable the Project to be implemented correctly and in a timely manner. In particular, the Client shall ensure that all information, which the Contractor has stated to be required or with regard to which the Client can reasonably understand that it is required for the implementation of the Project, is made available to the Contractor in time. The necessary commitment on the part of the Client should be of adequate quality and timely. This applies both to the support provided by the contact persons and to the planned deployment of Project staff on the Project activities.
A.2.2 If the Client fails to do the above, the Contractor is entitled to charge extra costs and and it is possible that the Project will overrun. Any delay to the Project caused by the Client is reported via the Project Management System or, if no project management system is being used for the Project, by email, or, in the absence of functioning email correspondence, by another means in Writing. If this situation arises, the Contractor will inform the Client of any extra costs to be charged.