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General terms and conditions, until July 3, 2014.  General terms and conditions Epicode B.V.,  located at Klaprozenweg 75 H, 1033 NN in Amsterdam, registered with the Chamber of Commerce in Amsterdam.

 

Definitions

In these General Terms and Conditions, the following terms are used with the following meaning, unless explicitly stated otherwise.

Terms and Conditions The general terms and conditions as stated below.
Epicode B.V. Epicode BV, registered with the Chamber of Commerce in Amsterdam.
Shift All activities, in whatever form, that Epicode  has performed for or on behalf of the Other Party.
Honorarium The financial compensation that has been agreed with the Other Party for the performance of the assignment.
Order The agreement for the provision of services.
Agreement Any agreement concluded between Epicode and the other party.
Product All matters that are the subject of the agreement concluded  between the Other Party and Epicode.
Counterparty The person who has accepted these general terms and conditions and has purchased  the product and / or has ordered the provision of the service.

 

Definitions

These General Terms and Conditions apply to every quotation and Agreement concluded between Epicode and the Other Party, unless the parties have explicitly deviated from these General Terms and Conditions in writing. These General Terms and Conditions also apply to agreements with Epicode, for the implementation in which third parties must be involved. The applicability of any purchase or other General Terms and Conditions of the Other Party is explicitly rejected. If it appears that one or more provisions in these General Terms and Conditions are invalid or voidable, the General Terms and Conditions will remain in force for everything else. In this situation, Epicode and the Other Party will enter into consultation with the aim of agreeing new provisions to replace the invalid or voided provisions. Deviations from the Agreement and General Terms and Conditions are only valid if they have been explicitly agreed in writing with Epicode.

 

Offered

Offers are (preferably) made in writing and / or electronically, unless urgent circumstances make this impossible. Quotations are valid for the period specified in the quotation. Offers expire when this period has expired. Epicode cannot be held to its quotations if the Other Party should have understood , in terms of reasonableness and fairness and generally accepted views in society,  that the quotation or any part thereof contains an obvious mistake or clerical error. If the acceptance, whether or not on minor points, deviates from the offer included in the quotation, Epicode is not bound by it.In that case, the Agreement will not be concluded in accordance with this deviating acceptance, unless Epicode indicates otherwise. A composite quotation does not oblige Epicode to deliver part of the goods included in the quotation and / or  to perform part of the Assignment for a corresponding part of the stated price. Offers do not automatically apply to future orders or reorders.

 

Establishment of the agreement

T he Agreement is established through timely acceptance by the Other Party of Epicode’s quotation.

 

Duration of the agreement

The Agreement is entered into for an indefinite period of time, unless the nature of the Agreement dictates otherwise  or if the parties have explicitly agreed otherwise in writing.

 

Hosting

Epicode does not have its own hosting available. Epicode engages a third party for the hosting. Epicode acts here as a value added reseller. When the Other Party goes over the data traffic limit, Epicode has the right to charge an amount for this. Epicode is in no way liable and responsible for damage caused by shortcomings of third parties engaged by Epicode. Epicode is never liable for damage caused by failure, malfunctions, decommissioning,  loss of data at the hosting provider and third parties engaged by Epicode, regardless of the cause.

 

Domain registration

The applicable rules and procedures of the relevant registering authorities apply to the application and use of the domain name of the Other Party. The registering authorities are responsible for applying for the domain name. Epicode is not responsible for honoring the domain name application. Domain registration takes place in the name and at the responsibility of the Other Party. Domain registration takes place per calendar year and cannot be changed. Changing the domain registration counts as a new domain registration. Epicode is never liable and responsible for damage resulting from the content and use of the domain and domain name.

Website content

Epicode is not responsible for the content and information of the Other Party’s website. Epicode has the right to deactivate and / or remove the website if the content:

  • violates the law;
  • has a violent character or refers to a location with a violent content;
  • discriminates on the basis of race, gender, political opinion, religion or beliefs;
  • encourages, carries out, promotes or promotes illegal activities;
  • has been or will be hacked.

Epicode is never liable for damage because the website of the Other Party contained unlawful content,  unless Epicode was aware of this content.

 

Malware and / or viruses

The Other Party does not place malware and / or viruses on its website that could cause damage. If the Other Party has placed malware and / or viruses on his or her website, the malware and / or virus will be removed immediately. If it repeatedly occurs that the Other Party deliberately places malware and / or viruses on his or her website, Epicode has the right to terminate the Agreement and to put the website out of operation.

 

Development or maintenance of website

The Other Party will provide all information, instructions, materials, passwords and the necessary access to the relevant system in a timely manner, which are necessary for the development / or maintenance of the website or of which the Other Party should reasonably understand that these are necessary for the implementation of the Agreement, to Epicode. If the foregoing information and instructions are not provided or not provided on time, Epicode has the right to suspend the execution of the Agreement. The extra costs incurred by the delay are for the account of the Other Party. If the materials provided by the Other Party are protected by intellectual property, the Other Party guarantees that he or she has the required licenses. Epicode will try to keep the Other Party informed of the progress of the work as well as possible. After delivery of the website and final agreement of the Other Party, the Other Party can conclude a maintenance agreement with Epicode. If the Other Party wishes maintenance to be carried out on the website after delivery of the Website, Epicode will apply separate rates for this.

 

Change of agreement

If during the execution of the Agreement it appears that it is necessary for a proper execution to amend or supplement the Agreement , Epicode will inform the Other Party of this as soon as possible. The parties will then proceed to adapt the Agreement in good time and in mutual consultation. If the parties agree that the Agreement will be amended or supplemented, the time of completion of the performance may be affected. Epicode will inform the Other Party of this as soon as possible. If the change or addition to the Agreement will have financial, quantitative and / or qualitative consequences, Epicode will inform the Other Party in advance. If a fixed Fee, price and / or rate has been agreed, Epicode will indicate to what extent the change or supplement to the Agreement will affect the price. Epicode will try, as far as possible, to provide a quotation in advance. Epicode will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Epicode. Changes to the originally concluded Agreement between the Other Party and Epicode are only valid from the moment that these changes  have been accepted in writing by both parties by means of an additional or amended Agreement.

 

Implementation of the agreement

Epicode will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Epicode has the right to have certain activities performed by third parties. The application of article 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded. Epicode has the right to execute the Agreement in stages. If the Agreement is performed in phases, Epicode has the right to invoice each part performed separately and to demand payment for it.  If and as long as this invoice is not paid by the Other Party, Epicode is not obliged to implement the next phase and has the right to suspend the Agreement. If the Agreement is performed in phases, Epicode has the right to suspend the performance of those parts that belong to the following phase or phases  until the Other Party has approved the results of the preceding phase in writing. The Other Party will provide Epicode with all information or instructions that are necessary for the performance of the Agreement  or of which the Other Party should reasonably understand that they are necessary for the performance of the Agreement to Epicode in a timely manner. If the foregoing information and instructions are not provided or not provided on time, Epicode has the right to suspend the execution of the Agreement. The additional costs incurred as a result of the delay are at the expense of the Other Party. The application of article 7: 404 BW of the Civil Code is expressly excluded.

 

Prices and rates

The prices and rates are expressed in euros, excluding VAT and other government levies, unless stated otherwise. The prices and rates are exclusive of travel, accommodation, packaging, delivery or shipping costs and administration costs, unless stated otherwise. Of all additional costs, Epicode will provide a statement to the Other Party or provide information on the basis of which these costs can be calculated by the Other Party in good time before the Agreement is concluded  .

 

Change in fee, prices and rates

If Epicode agrees on a fixed Fee, price or rate when concluding the Agreement, Epicode is entitled to increase this, even if the Fee, price or rate was not originally given under reservation. If Epicode intends to change the Fee, the price or the rate, it will inform the Other Party of this as soon as possible. If the increase of the Fee, the price or the rate takes place within three months after the conclusion of the Agreement, the Other Party can dissolve the Agreement by means of a written statement, unless:

  • the increase arises from a power or an obligation resting on Epicode by law;
  • the increase is due to an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the Agreement was entered into;
  • Epicode is still willing to execute the Agreement on the basis of what was originally agreed;
  • it is stipulated that the performance will be carried out longer than three months after the conclusion of the Agreement.

The Other Party is entitled to dissolve the Agreement if the Fee, the price or the rate is increased more than three months after the conclusion of the Agreement  , unless the Agreement stipulates that the performance is longer than three months after the conclusion of the Agreement. will be performed. Epicode will notify the Other Party in the event of its intention to increase the Fee, the price or the rate. Epicode will state the size of and the date on which the increase will take effect.

 

Delivery

Delivery takes place because the item is made available to the Other Party. After delivery, the risk of the good is transferred to the Other Party. The Other Party is obliged to take delivery of the purchased goods at the time when they are available to him or made available to him. If the Other Party refuses to accept the item at the place of delivery or is negligent in providing information or instructions  that are necessary for the delivery, the items intended for delivery will be stored at the risk and expense of the Other Party. In that case, the Other Party will owe all additional costs.

 

Delivery times

Delivery will take place within a period specified by the Epicode. If a term has been agreed or stated for the delivery of the item, this term is only indicative and can never be regarded as a strict deadline. If Epicode requires information or instructions from the Counterparty that are necessary for the delivery, the delivery time will commence after the Counterparty has provided these to Epicode. If the delivery term is exceeded, the Other Party must give Epicode written notice of default, whereby Epicode is still offered a reasonable term to deliver the item. A notice of default is not required if delivery has become permanently impossible or it has otherwise become apparent that Epicode will not fulfill its obligations under the Agreement. If Epicode does not deliver within this period, the Other Party has the right to dissolve the Agreement without judicial intervention and / or to demand compensation.

 

Implementation terms

The activities will be carried out within a period specified by the Epicode. If a term has been agreed or stated for the performance of certain activities, this term is only indicative and can never be regarded as a strict deadline. If Epicode requires information or instructions from the Counterparty that are necessary for the performance of the Agreement,  the implementation period will commence after the Counterparty has provided these to Epicode. If an implementation period is exceeded, the Other Party must give Epicode written notice of default, whereby Epicode is still offered a reasonable period to implement the Agreement. A notice of default is not required if execution has become permanently impossible or it has otherwise become apparent that Epicode will not fulfill its obligations under the Agreement. If Epicode does not proceed with implementation within this period, the Other Party has the right to dissolve the Agreement without judicial intervention and / or to demand compensation.

 

Transfer of risk

The goods that are the subject of the Agreement are at the expense and risk of Epicode until the time  the goods are made available to the Other Party. The risk of loss, damage or depreciation of items that are the subject of the Agreement  will pass to the Other Party at the time when the items are available to the Other Party or a third party to be designated by the Other Party.

 

Payment

Payment takes place by means of a transfer to a bank account designated by Epicode at the time of purchase or delivery, unless otherwise agreed. Payment must be made within 14 days after the invoice date, in a manner to be indicated by Epicode and in the currency in which the invoice is made, unless otherwise agreed. The Other Party is not authorized to deduct any amount due from the counterclaim it has made. Epicode is entitled to invoice the other party for the work performed in the preceding period. Invoicing takes place per 1 month. Epicode and the Other Party can agree that payment is made in installments in proportion to the progress of the work. If payment in installments has been agreed, the Other Party must pay in accordance with the installments and percentages as determined in the Agreement. Objections to the amount of the invoice do not suspend the payment obligation. In the event of bankruptcy, suspension of payment or receivership, the claims of Epicode and the obligations of the Other Party towards Epicode are immediately due and payable.

 

Collection costs

If the Counterparty is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Counterparty. In any case, the Other Party will owe collection costs. With regard to the extrajudicial (collection) costs, in deviation from Article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, Epicode is entitled to a compensation of 15% of the total outstanding principal with a minimum of € 90. for every invoice that has not been paid in whole or in part. Any reasonable legal costs and execution costs incurred will also be borne by the Other Party.

Retention of title

All goods delivered by Epicode within the framework of the Agreement remain the property of Epicode until the Other Party has properly complied with and has paid in full what it owes on the basis of the Agreement. The amount owed also includes: the reimbursement of all costs and interest, also for earlier and later deliveries and services rendered, as well as claims for damages due to failure to perform. As long as the ownership of the delivered goods has not passed to the Other Party, it may not resell, pledge or encumber in any other way that which falls under the retention of title  , except within the normal course of his / her business.

 

Suspension

If the Other Party does not, not fully or not timely fulfill an obligation under the Agreement  , Epicode has the right to suspend the fulfillment of the corresponding obligation. In the event of partial or improper compliance, suspension is only permitted insofar as the shortcoming justifies this. Epicode is further authorized to suspend compliance with its obligations if:

  • after concluding the Agreement, Epicode becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
  • the Other Party was requested to provide security for the fulfillment of its obligations when concluding the Agreement
  • from the Agreement and this security is not provided or is insufficient;
  • circumstances arise of such a nature that fulfillment of the Agreement is impossible
  • or that unaltered maintenance of the Agreement cannot reasonably be expected of Epicode.

Epicode reserves the right to claim compensation.

 

Dissolution

If the Other Party does not, not fully, timely or not properly fulfill an obligation under the Agreement,  Epicode is authorized to dissolve the Agreement with immediate effect, unless the shortcoming does not justify the dissolution in view of its minor importance. Furthermore, Epicode is authorized to dissolve the Agreement with immediate effect if:

  • after the conclusion of the Agreement, Epicode has become aware of circumstances that give good reason to fear
  • that the Other Party will not fulfill its obligations;
  • the Other Party was requested to provide security for the fulfillment of its obligations when concluding the Agreement
  • from the Agreement and this security is not provided or is insufficient;
  • due to the delay on the part of the Other Party, Epicode can no longer be expected to accept the Agreement
  • will perform against the originally agreed conditions;
  • circumstances arise of such a nature that fulfillment of the agreement is impossible or that unaltered maintenance of the agreement
  • cannot reasonably be expected of Epicode;
  • the Other Party is declared bankrupt, submits a request for suspension of payments, requests application of debt rescheduling for natural persons,
  • is confronted with an attachment of all or part of his property;
  • the Other Party is placed under guardianship;
  • the Other Party dies.

Dissolution takes place by means of written notice without judicial intervention. If the Agreement is dissolved, the claims of Epicode on the Other Party are immediately due and payable. If Epicode terminates the agreement on the basis of the foregoing grounds, Epicode is not liable for any costs or compensation. If the dissolution is attributable to the Counterparty, the Counterparty is liable for the damage suffered by Epicode.

 

Force of the majority

A shortcoming cannot be attributed to Epicode or the Other Party, as the shortcoming cannot be attributed to its fault, nor is it for its account by law, legal act or generally accepted beliefs. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in that area in law and jurisprudence, all external causes, foreseen or not foreseen, on which Epicode cannot exert influence and as a result of which Epicode is unable to fulfill its obligations. . Circumstances causing force majeure include: strike, lockout, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic obstructions, blockades, import or export obstacles or other government measures, stagnation or delay in the supply of raw materials or machine parts , lack of manpower, as well as any circumstances that impede the normal course of business as a result of which the fulfillment of the Agreement by Epicode cannot reasonably be expected of the Other Party. Epicode also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after Epicode should have fulfilled its obligation. In case of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation. During the period that the force majeure continues, both Epicode and the Other Party can suspend the obligations under the Agreement in whole or in part. If this period lasts longer than 2 months, both parties are entitled to dissolve the Agreement with immediate effect, by means of written notice, without judicial intervention,  without the parties being able to claim any compensation. If the situation of force majeure is of a temporary nature, Epicode reserves the right to suspend the agreed performance for the duration of the force majeure situation. In case of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially. If, at the time of the commencement of force majeure, Epicode has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the part that has already been fulfilled or  to be fulfilled respectively has independent value, Epicode is entitled to separate the part already fulfilled or to be fulfilled to invoice. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

 

Research and advertising

The Other Party is obliged to inspect the delivered goods at the time of delivery, but in any case within 30 days after delivery. The Counterparty is obliged to inspect the Service at the time of implementation, but in any case within 30 days after implementation. In doing so, the Counterparty should investigate whether the quality and quantity of the delivered and the Service performed correspond to what has been agreed, or  at least meet the requirements that apply to them in normal trade. Visible defects and shortages must be reported to Epicode in writing within 3 days after delivery of the Product. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous. Visible defects and shortages must be reported to Epicode in writing within 3 days after the Service has been performed. Non-visible defects and shortages must be reported to Epicode within 3 days of their discovery. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous. The right to (partial) refund of the price, repair or replacement or compensation lapses if defects are not reported within the specified period, unless a longer period ensues from the nature of the Product and / or Service or from circumstances of the case. Any shipping costs incurred for returning the defective Product at the written request of the Other Party will be reimbursed by Epicode to the Other Party. Costs other than shipping costs will never be reimbursed by Epicode, unless agreed in writing. The shipping costs will never be reimbursed if the Other Party has not requested Epicode to be sent in writing. The payment obligation will not be suspended if the Other Party notifies Epicode of the defective item within the set term. If a complaint is made on time, the Other Party remains obliged to accept and pay for the purchased goods, unless they have no independent value.

 

Liability

The execution of the Assignment takes place entirely at the risk and responsibility of the Other Party. Epicode is only liable for direct damage caused by deliberate recklessness or intent on the part of Epicode. Epicode is never liable for indirect damage, which in any case includes consequential damage, lost profit, missed savings, business interruption  or immaterial damage of the Other Party. In the case of a consumer purchase, this limitation does not go beyond what is permitted under article 7:24 paragraph 2 of the Dutch Civil Code. Epicode is not liable for damage, of whatever nature, because Epicode has based on incorrect and / or incomplete information provided by the Other Party, unless this inaccuracy or incompleteness should have been known to Epicode. If Epicode should be liable for any damage, then the liability of Epicode is limited to the amount to a maximum of once the amount stated in the invoice or to the amount to which the insurance entitles Epicode, plus the deductible that Epicode has in accordance with carries the insurance. Epicode is under no circumstances liable for damage caused by shortcomings of third parties engaged by Epicode. The Other Party must report the damage for which Epicode can be held liable as soon as possible, but in any case within 10 days after the damage has arisen to Epicode, all this under penalty of forfeiture of any right to compensation for this damage. Any liability claim against Epicode lapses within one year after the Other Party became aware of the harmful event or could reasonably have been aware of it.

 

Disclaimer

The Other Party indemnifies Epicode against any claims from third parties who suffer damage in connection with the performance of the Agreement and which is attributable to the Other Party. If Epicode should be sued by third parties, the Other Party is obliged to assist Epicode both outside and in court. All costs and damage on the part of Epicode and third parties are further for the account and risk of the Other Party.

 

Limitation period

Contrary to the statutory limitation periods, a limitation period of one year applies to all claims against Epicode and third parties engaged by Epicode (if any).

 

Intellectual ownership

Epicode reserves the rights and powers that accrue to it on the basis of the Copyright Act and other intellectual laws and regulations. Epicode reserves the right to use any knowledge gained through the performance of the work for other purposes,  insofar as no confidential information is disclosed to third parties.

 

Confidentiality

Both Epicode and the Other Party are obliged to observe secrecy during the term and after termination of the Agreement about all facts and details regarding the company that he or she knows or can reasonably suspect to be confidential. This duty of confidentiality also includes all data of employees, clients, clients and other relations of which knowledge has been taken on the basis of the Assignment.

 

Privacy

Epicode will keep the data and information that the Other Party provides to Epicode carefully and confidentially. Epicode may only and only use the Other Party’s personal data in the context of the performance of its delivery obligation or the handling of a complaint. Epicode is not permitted to lend, rent, sell or disclose the personal data of the Other Party in any way. If Epicode is obliged to provide confidential information to third parties on the basis of a statutory provision or a court decision,  and Epicode cannot invoke a legal right of refusal or permitted by the competent court in this regard, then Epicode is not obliged to pay compensation or compensation. The Other Party is also not entitled to dissolve the Agreement on the basis of any damage that has arisen as a result. The Other Party agrees that Epicode will approach the Other Party for statistical research or customer satisfaction research. If the Other Party does not wish to be approached for an investigation, the Other Party can make this known. Epicode reserves the right to use the other data of the Other Party anonymously for (statistical) research and database.

Cookies

When visiting our website, Epicode may collect information from the Other Party about the use of the website by means of cookies. The data and information that the Other Party provides to Epicode and that Epicode collects will be kept by Epicode carefully and confidentially. Epicode may only and only use the Other Party’s personal data in the context of the performance of its delivery obligation or the handling of a complaint. The information that Epicode collects through cookies can be used for functional and analytical purposes. Epicode is not permitted to lend, rent, sell or disclose the personal data of the Other Party in any way. If Epicode is obliged to provide confidential information to third parties on the basis of a statutory provision or a court decision,   and Epicode cannot invoke a legal right or right of refusal recognized or permitted by the competent court in this regard  , Epicode is not obliged to compensation or indemnification. The Other Party is also not entitled to dissolve the Agreement on the basis of any damage that has arisen as a result. The Other Party agrees that Epicode will approach the Other Party for statistical research or customer satisfaction research. If the Other Party does not want to be approached for an investigation, the Other Party can make this known. Epicode reserves the right to use the other data of the Other Party anonymously for (statistical) research and database.

 

Governing Law and Disputes

Dutch law applies exclusively to all legal relationships to which Epicode is a party. This also applies if an agreement is wholly or partially performed abroad or if the Other Party is domiciled abroad. The applicability of the Vienna Sales Convention is excluded. Disputes between Epicode and the Other Party will only be submitted to the competent court in the Overijssel district, unless the law prescribes otherwise.

 

Takes place

 

These General Terms and Conditions have been filed with the Chamber of Commerce in Amsterdam.