1. Offers and Agreements
1.1. These general terms and conditions apply to all offers and agreements whereby Commandos supplies goods and/or services of any nature to the client, even if these goods and/or services are not described in these terms and conditions.
In the event of a conflict between these general terms and conditions and the content of offers and/or agreements, the content of the offers and/or agreements shall prevail.
Deviations from these general terms and conditions are only valid insofar as the parties have expressly agreed in writing.
The applicability of any purchase or other conditions of the client is hereby expressly rejected.
1.2. All offers are without obligation
1.3. An offer made by Commandos is valid for 28 days unless stated otherwise.
1.4. If a provision of these general terms and conditions is null and void or is nullified, the other provisions of these general terms and conditions will remain in force. Commandos and the client will enter into consultation to replace the void or voided general terms and conditions, whereby the purpose and scope of the void or voided condition will be sought as closely as possible.
2. Prices and payment
2.1. All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.
2.2. In the event of an agreement in which there are periodic amounts to be paid by the client, Commandos is entitled to adjust the applicable prices and rates by means of a written notification with due observance of a period of three months.
2.3. Commandos is in all cases entitled to unilaterally adjust the agreed price and rates by means of a written notification to the client.
2.4. The client is entitled to terminate the agreement in writing within seven working days after the notification referred to in the previous paragraph against the date stated in the notification from Commandos on which the price or rate adjustments would come into effect or to cancel the agreement if the client does not wish to agree. to deal with the in paragraph 2.3. mentioned adjustments.
2.5. All invoices must be paid by the client within 21 days of the invoice date.
If the client has not paid on time, this will be communicated to the client and a further payment term of 7 working days will be set. If payment is also not made within that period, the client is in default without further notice of default. Commandos reserves the right to suspend its delivery if the client is in default.
2.6. If the client does not pay the amounts due within the agreed term, the client will owe statutory interest on the outstanding amount without notice of default being required. If the client remains negligent in paying the claim, the claim can be handed over and does not oblige the client to pay full compensation for extrajudicial and judicial costs. The extrajudicial collection costs amount to 15% of the principal sum with a minimum of €65.
2.7. If the client is of the opinion that the charged costs are incorrect, the client can make his objections known to Commandos within seven working days after the invoice date. In that case, Commandos will conduct an investigation into the correctness of the invoice amounts and inform the client of the results thereof.
3. Confidentiality
3.1. The parties mutually guarantee that all information of a confidential nature received from the other party before and after entering into the agreement will remain secret.
4. Intellectual and/or industrial property rights
4.1. All intellectual or industrial property rights to developed or made available software, equipment, goods or materials are vested exclusively in Commandos or its licensors. The Client will only receive those rights and powers that are expressly granted in these terms and conditions or otherwise and will not reproduce or make copies of software or other materials.
4.2. Commandos is allowed to take technical measures to protect the software. If Commandos has secured the software by means of technical protection, the client is not permitted to remove or evade this protection.
4.3. Commandos is not obliged to provide any indemnification towards the client due to violation of intellectual or industrial property rights of third parties.
4.4. Commandos has the right to include its name and link to its website in the projects completed by Commandos.
5. Retention of Title and Rights
5.1. All goods delivered by Commandos to the client remain the property of Commandos until all amounts that the client owes Commandos, including all judicial and extrajudicial collection costs, have been paid in full by the client to Commandos.
5.2. If Commandos grants or transfers rights to the client, this will take place under the explicit condition that the client pays the agreed fee in full and on time.
6. Transfer of Rights and Obligations
6.1. The Client is not entitled to transfer the rights and/or obligations arising from this agreement to third parties unless Commandos
grants written permission to do so.
7. Maintenance work
7.1. Commandos has the right to temporarily suspend services to be provided and to temporarily decommission products if maintenance work makes this necessary. The suspension of services and/or the temporary decommissioning of products can in no way lead to any liability on the part of Commandos for client may have suffered damage of any kind.
8. Liability
8.1. In the performance of its activities, Commandos is dependent on the cooperation, services and supplies of third parties over which Commandos can exercise little or no influence. Commandos is never liable for any damage, including indirect damage, including, but not limited to, consequential damage, lost profit, lost savings damage due to business interruption, which may arise as a result of the non-compliance with any obligations by Commandos, unless Commandos has intent or gross negligence can be charged. In the latter case, Commandos’ liability is in any case limited to replacement of the delivered product or to restitution of what it has invoiced in this respect, at the discretion of Commandos.
8.2. Given the large number of bottlenecks on the Internet involving human intervention, the use of local networks and wireless communication, one must take into account the fact that information obtained or sent via the Internet is freely accessible. Commandos is not liable for security or malicious intent or misuse by third parties of data sent or received.
9. Force majeure
9.1.Commandos is not obliged to fulfill any obligations if Commandos is prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable failure of suppliers to Commandos. If the force majeure situation has lasted longer than fourteen days, Commandos has the right to terminate the agreement in writing. What has already been performed under the agreement will be settled pro rata. Force majeure includes: interruption of the power suppliers through no fault of Commandos, the non-functioning or incomplete functioning of computer equipment and software programs, an interruption in the connection to internet activities, war or threat of war, full or partial mobilization, strikes, loss or damage during transport, fire, theft,
10. Delivery Times
10.1. Requests are processed by Commandos within five working days. Commandos informs the client of the treatment by e-mail or telephone. Commandos strives not to exceed the delivery term agreed with the client. If there is a threat of exceeding the agreed delivery time, the client will be notified of this as soon as possible.
11. Modification of Terms
11.1. Commandos reserves the right to change or supplement these terms and conditions. Changes or additions to these terms and conditions also apply to agreements already concluded at the time of the change or addition, with due observance of a period of thirty days after notification of the change or addition.
11.2. If the client does not wish to accept the amendment and/or addition to the terms and conditions, the client may dissolve the agreement up to the date on which the new terms and conditions take effect against the date on which the amendment or addition takes effect.
12. Termination
12.1. In the event of late payment of any payments on the due date, the client will owe interest on the overdue amount at a rate of 1.5% per month, commencing on the due date, without notice of default being required.
12.2. Commandos can immediately terminate the agreements without notice of default if the client does not or does not properly comply with one or more provisions of this agreement, the client applies for suspension of payment or application of the law on debt restructuring for natural persons, the client is declared bankrupt, a third attachment on the goods of the client, whether in the opinion of Commandos there are reasons to assume that the obligations under the agreement will not be fulfilled by the client.
12.3. Commandos also has the right to terminate the agreement with immediate effect without judicial intervention if the client makes improper use of the internet (spamming), the client distributes information that is contrary to (international) law and regulations, the client distributes information that is discriminatory gender, race, sexual orientation, appearance, religion, culture or origin or incites violence.
13. Governing Law and Disputes
13.1. The agreement between Commandos and the client is governed by Dutch law.
13.2. Any disputes that may arise between Commandos and the client as a result of an agreement concluded by Commandos with the client or as a result of further agreements that may result therefrom, will be settled by the competent court in ‘s-Hertogenbosch.
14. Security and Privacy
14.1. The Client and Commandos guarantee each other that all legal regulations regarding the data to be processed, including in particular regulations laid down by or pursuant to the Personal Data Registration Act, have been observed.
The Client and Commandos will ensure adequate security of personal registration.
14.2. The Client and Commandos indemnify each other against all third-party claims that may be brought due to violation of the Personal Data Registration Act and/or statutory retention periods.
15. Services
The general provisions stated below, in addition to the general provisions as stated above under 1 to 15, apply if Commandos provides services such as, but not limited to, the design or development of software or information systems or the provision of assistance therewith and services relating to networks.
15.1 . Commandos will make every effort to perform the services with due care.
If it has been agreed that the services will take place in phases, Commandos is entitled to postpone the commencement of the services belonging to a subsequent phase until the client has approved the results of a previous phase.
15.2 . If Commandos has performed work or other services at the request or with the prior consent of the client that fall outside the content or scope of the agreed services, the work or services will be reimbursed to Commandos by the client in accordance with Commandos’ usual rates. However, Commandos is not obliged to comply with such a request and may require a separate written agreement to be concluded for this purpose.
15.3 . Insofar as a fixed price has been agreed for the service and the parties decide to conclude a separate agreement with regard to the additional work or performance, Commandos will inform the client in writing in advance about the financial consequences of the additional work or performance.