General terms and conditions
These are the General Terms and Conditions of The AI Group B.V. (hereinafter referred to as ββ).ai.nlβ), a company with address Europalaan 400, Utrecht. ai.nl is registered with the Chamber of Commerce under number 90078241.
Definitions
In these Terms and Conditions, the following terms have the following meanings, unless otherwise expressly stated:
General Terms and Conditions: these terms and conditions as stated below.
Company: the Other Party acting in the course of a business or profession.
BW: the Civil Code.
Assignment: All activities, in whatever form, that ai.nl performs for or for the benefit of the Other Party.
Agreement: Any agreement concluded between ai.nl and the Other Party.
Counterparty: the Company that has accepted these General Terms and Conditions and has ordered the performance of an Assignment.
Unless the General Terms and Conditions expressly state otherwise, when interpreting the General Terms and Conditions, the singular is deemed to include the plural and vice versa and a reference to a masculine form is considered to include a reference to a feminine form and vice versa.
- Applicability
- These General Terms and Conditions apply to every offer and Agreement concluded between ai.nl 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 ai.nl, for the execution of which third parties must be involved.
- The applicability of the Other Party's general terms and conditions is expressly rejected.
- Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.
- Quotations
- All offers that are not expressly stated to the contrary are considered an informal offer that can be revoked at any time, even if they include a period for acceptance. Offers can also be revoked in writing by ai.nl immediately after receipt of acceptance, but no later than two working days, in which case no agreement has been concluded between the parties.
- All ai.nl offers are valid for 4 weeks, unless otherwise stated.
- ai.nl cannot be held to its offers if, on the basis of reasonableness and fairness and generally accepted beliefs, the Other Party should have understood that the offer or part of it contains an obvious mistake or error.
- If acceptance, whether or not on minor points, differs from the offer included in the offer, ai.nl is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless ai.nl indicates otherwise.
- Conclusion of the agreement
- The Agreement is concluded by the Other Party's acceptance of ai.nl's offer.
- Offers can only be accepted in writing (including electronically). ai.nl is nevertheless entitled to accept oral acceptance as if it had been made in writing.
- When ai.nl receives an order confirmation from the Other Party, an Agreement is concluded between the parties, or when ai.nl actually starts execution.
- The Agreement replaces, and replaces, all previous proposals, correspondence, agreements or other communications, made in writing or orally.
- Execution of the agreement
- The Agreement is executed by ai.nl to the best of its knowledge and ability, in accordance with the requirements of good workmanship. With regard to the intended activities, there is an obligation of best efforts on the part of ai.nl. The application of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
- ai.nl determines how and by which person (s) the Assignment is executed. ai.nl is entitled to have certain activities carried out by third parties.
- ai.nl is entitled to execute the Agreement in phases. If the Agreement is executed in phases, ai.nl has the right to invoice each executed part separately. If and as long as this invoice is not paid by the Other Party, ai.nl is not obliged to execute the next phase and has the right to suspend the Agreement.
- ai.nl is entitled to the days off already announced in advance, despite the number of minimum hours that may be included in the Agreement.
- Changes and additional work
- If, during the execution of the Agreement, it appears that it is necessary to amend or supplement the Agreement for proper execution, ai.nl will inform the Other Party as soon as possible. The Parties will then amend the Agreement in a timely manner and in mutual consultation.
- If the parties agree that the Agreement will be changed/supplemented, the time of completion of the execution may be affected. ai.nl 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, ai.nl will inform the Other Party about this in advance.
- If a fixed rate or fixed price has been agreed, ai.nl will indicate to what extent the change/addition to the Agreement affects the rate/price. In doing so, ai.nl will try to - as far as possible - make a quote in advance.
- ai.nl will not be able to charge additional costs if the change/addition is the result of circumstances that can be attributed to ai.nl.
- Changes to the originally concluded Agreement between the parties are only valid as soon as these changes are accepted by both parties through an additional or amended Agreement.
- Other Party's Obligations
- The Other Party ensures that all data, equipment or spaces, which ai.nl indicates are necessary or that the Other Party should reasonably understand are necessary for the execution of the Agreement, are available in a timely manner. The Other Party must also grant ai.nl all the powers and authorizations necessary to properly carry out the Assignment.
- ai.nl is not liable for damage, of whatever nature, because ai.nl relied on incorrect and/or incomplete information provided by the Other Party, unless ai.nl should have known this inaccuracy or incompleteness.
- The Other Party ensures that the employees of the Other Party's organization who are involved in the work are available in a timely manner.
- The Other Party must refrain from conduct that makes it impossible for ai.nl to carry out the Assignment properly.
- If ai.nl or third parties engaged by ai.nl carry out work as part of the Assignment at the location of the Other Party or a location designated by the Other Party, the Other Party will provide the reasonably desired facilities free of charge.
- If the Other Party has not fulfilled its obligations, as set out in this article, ai.nl has the right to suspend the execution of the Agreement and/or to charge the Other Party for the additional costs resulting from the delay at the usual price or rates.
- Cancellation
- ai.nl is entitled to change the training date or workshop date or cancel the Assignment at any time. ai.nl will inform the Other Party as soon as possible. ai.nl will offer a new training or workshop as far as possible. If this is not possible, the amounts already paid will be returned to ai.nl by the Other Party.
- Cancellation of the Order by the Other Party is only possible subject to the following provisions:
- Cancellation must always be made in writing;
- In case of cancellation less than 7 days before the start of the training or workshop, 50% of the price is due; and
- In case of cancellation less than 2 days before the start of the training or workshop, the Other Party owes the full price.
- The costs that the training or workshop location charges to ai.nl in the event of cancellation or delay will be charged to the Other Party if the Other Party cancels or postpones the execution of a workshop or training.
- In the event of a cancellation, the Other Party is entitled to have someone else participate in the training or workshop instead.
- Any amounts already paid, minus the amount due in connection with cancellation, will be deducted by ai.nl from a new training or workshop as far as possible. If this is not possible, ai.nl will return this amount to the Other Party.
- In the event of misconduct on the part of a person or if a person violates the applicable order and safety measures, ai.nl is entitled to deny the person concerned access to the training or workshop without a refund of the costs for the training or workshop.
- Prices
- Unless expressly agreed otherwise in writing, the prices and rates indicated by ai.nl always exclude VAT.
- Prices and rates include shipping, travel, accommodation and other expenses unless otherwise agreed.
- If a price or rate has not been expressly agreed, the price or rate will be determined on the basis of the hours actually spent and ai.nl's usual rates.
- ai.nl will notify the Other Party of all additional costs in good time before the conclusion of the Agreement or provide information on the basis of which these costs can be passed on to the Other Party.
- If ai.nl agrees on a fixed price or fixed rate when concluding the Agreement, ai.nl is entitled to increase it, even if the price or rate was not originally subject to change.
- In the event that ai.nl intends to change the price or rate, it will inform the Other Party as soon as possible.
- If the client cancels the order within four (4) weeks before the execution date, the client owes a cancellation fee equal to 100% of the original amount. If the order is canceled outside the period of four (4) weeks before the execution date, the cancellation fee is 50% of the original amount.
- If the increase in the price or rate occurs within three months after the conclusion of the Agreement, the Other Party can terminate the Agreement by a written statement, unless:
- the increase results from an authority or an obligation under the law on ai.nl;
- the increase is caused by an increase in the price of raw materials, taxes, production costs, exchange rates, wages, etc., or on other grounds that were not reasonably foreseeable when entering into the Agreement;
- ai.nl is still willing to execute the Agreement on the basis of what was originally agreed; or
- it is stipulated that the execution will be carried out longer than three months after the conclusion of the Agreement.
- Payment
- Payment is made by transfer to a bank account designated by ai.nl, unless otherwise agreed.
- ai.nl will send an invoice for the amounts owed by the Other Party. The payment period for each invoice is 14 days after the date of the invoice in question, unless otherwise stated on the invoice or otherwise agreed.
- Invoicing takes place monthly, unless otherwise agreed.
- ai.nl and the Other Party can agree that payment will be made in installments commensurate with the progress of the work. If payment in installments has been agreed, the Other Party must pay in accordance with the terms and percentages as set out in the Agreement.
- Objections to the amount of the invoice do not suspend the Other Party's payment obligation.
- The Other Party is not authorized to deduct any amount due due to a counterclaim raised by it.
- In the event of non-payment or late payment, the Other Party is in default by operation of law without notice of default. The Other Party will then owe statutory commercial interest as from the date on which payment became due until the day of full payment, with interest over part of the month being calculated over a whole month.
- A payment made by the Other Party primarily deducts all interest and costs due and finally from due and payable invoices that have been outstanding for the longest time, even if the Other Party states that the payment relates to subsequent invoices.
- If the Other Party is in default or in default in (timely) fulfilling its obligations, all reasonable costs of obtaining payment out of court will be borne by the Other Party.
- With regard to extrajudicial (collection) costs, ai.nl is entitled to compensation of 15% of the total outstanding principal amount with a minimum of β¬500 for each invoice that has not been paid in whole or in part.
- In the event of bankruptcy, suspension of payments, liquidation, total seizure of assets, death or receivership, ai.nl's claims and the Other Party's obligations towards ai.nl are immediately due and payable.
- Any reasonable judicial costs and execution costs incurred are also borne by the Other Party.
- Complaints
- The Other Party must examine the Assignment at the time of execution, but in any case within 7 days of execution, whether the executed Assignment complies with the Agreement.
- Complaints must be reported in writing to ai.nl within 7 days of execution of the Assignment.
- The right to (partial) refund of the price, replacement or compensation expires if the complaint is not reported within the specified period, unless the nature of the Assignment or the circumstances of the case result in a longer period.
- The payment obligation will not be suspended if the Other Party informs ai.nl of the complaint within the specified period.
- Force majeure and unforeseen circumstances
- A shortcoming cannot be attributed to ai.nl or the Other Party, as the shortcoming is not due to his fault, nor is at his expense under the law, legal act or generally accepted beliefs. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
- In the General Terms and Conditions, force majeure includes, in addition to what is understood in the law and case law, all external causes, foreseen or unforeseen, over which ai.nl cannot influence and as a result of which ai.nl is unable to fulfil its obligations.
- Force majeure on the part of ai.nl means in any case:
- strikes;
- traffic disruptions;
- government measures that prevent ai.nl from fulfilling its obligations in a timely or proper manner;
- riots, riots, war;
- traffic barriers;
- lack of labour;
- extreme weather conditions;
- fire;
- import, export and/or transit bans; and/or
- any circumstance that hampers the normal course of business, as a result of which ai.nl may not reasonably require the Other Party to comply with the Agreement.
- 10. Termination of the agreement
- Parties can terminate the Agreement at any time by mutual consent.
- Parties can terminate the Agreement in writing prematurely with 1 month's notice.
- Parties can terminate the Agreement in writing with immediate effect, in the event of:
- request or grant a suspension of payment to the other party;
- filing for bankruptcy or declaration of bankruptcy by the other party; or
- liquidation of the other party or non-temporary closure of the other party's business.
- If the Agreement is dissolved, ai.nl's claims against the Other Party are immediately due and payable. If ai.nl suspends compliance with its obligations, it reserves its claims under the law and Agreement. ai.nl always reserves the right to claim compensation.
- Return of items made available
- If ai.nl has made goods available to the Other Party during the execution of the Agreement, the Other Party is obliged to return these goods within 14 days in their original condition, free of defects and in full. If the Other Party does not comply with this obligation, all resulting costs will be at its expense.
- If, for whatever reason, after a reminder to this effect, the Other Party still fails to comply with the obligation set out in paragraph 1 of this article, ai.nl has the right to recover the resulting damage and costs, including the costs of replacement, from the Other Party.
- 12. Liability
- ai.nl is only liable for direct damage caused by gross negligence or intent on the part of ai.nl, and not for more than the amount paid by the insurer to ai.nl or up to the amount of the invoice amount or an amount of β¬1000, if the invoice amount exceeds β¬1000.
- Direct damage only includes:
- reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
- reasonable costs incurred to make ai.nl's defective performance comply with the Agreement, insofar as they can be attributed to ai.nl; or
- reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in the General Terms and Conditions.
- ai.nl is never liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business interruption, damage as a result of providing insufficient cooperation and/or information from the Other Party, damage due to voluntary information or advice provided by ai.nl whose content is not expressly part of the Agreement and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
- ai.nl is never liable for errors in the material provided by the Other Party or for misunderstandings or errors with regard to the execution of the Agreement if these are caused or caused by the Other Party's actions, such as failure to provide complete, sound and clear data/materials on time or failure to provide complete, sound and clear data/materials.
- ai.nl is never liable for errors if the Other Party has given approval at an earlier time or has been given the opportunity to carry out an inspection and has indicated that it does not need such an audit.
- The liability limitations set out in this article are also stipulated for the benefit of third parties engaged by ai.nl for the execution of the Agreement.
- ai.nl is not liable for damage or destruction of documents during transport or during shipment by mail, regardless of whether the transport or shipment is carried out by or on behalf of ai.nl, the Other Party or third parties.
- 13. Confidentiality
- Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source under the Agreement. Information is considered confidential if it has been provided by the other party or if this results from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
- If, pursuant to a legal provision or a court ruling, ai.nl is obliged to provide confidential information to third parties appointed by law or the competent court, and ai.nl cannot invoke a right to cancel the Agreement legally or recognized or permitted by the competent court, then ai.nl is not obliged to pay compensation or compensation and the Other Party is not entitled to terminate the Agreement on the basis of any damage caused as a result.
- Without prejudice to the foregoing, ai.nl is authorized to include the Other Party's name on a list of relationships, which is published on the website or through other communications to third parties, unless otherwise agreed.
- 1.4 Indemnification
- The Other Party indemnifies ai.nl, insofar as the law allows, against liability towards one or more third parties that arose from and/or is related to the execution of the Agreement, regardless of whether the damage was caused or caused by ai.nl or its assistant (s), auxiliaries or executed Assignment.
- In addition, the Other Party indemnifies ai.nl, insofar as the law allows, against all third-party claims in connection with any infringement of these third parties' intellectual property rights.
- The Other Party is always obliged to make every effort to limit the damage.
- 15. Intellectual Property
- All intellectual property rights to all products, materials, analyses, designs, software, documentation, advice, reports, offers, (electronic) information and preparatory material thereof developed or made available in the context of the execution of the Agreement (collectively, theβIE Materialβ), are owned exclusively by ai.nl or its licensors.
- The Other Party only obtains any rights and powers with regard to the IP Material that arise from the Agreement and/or that are expressly granted in writing.
- The Other Party is not allowed to transfer any acquired right or authority with regard to the IP Material to third parties without the prior written consent of ai.nl.
- The Other Party is not allowed to remove or change any reference to intellectual property rights such as copyrights, trademark rights or trade names from the IE Material.
- Any exploitation, reproduction, use or disclosure by the Other Party of the IP Material that falls outside the scope of the Agreement or the rights and powers granted is considered a violation of ai.nl's intellectual property rights.
- The Other Party will pay ai.nl an immediately payable and non-judicial penalty of β¬25,000 per infringing act for such a violation, without prejudice to ai.nl's right to be reimbursed for its damage as a result of the infringement or to take other legal measures to terminate the infringement.
- There will be no violation of intellectual property rights if the Other Party has received explicit written permission from ai.nl to exploit, reproduce, use or disclose the IP Material that falls outside the scope of the Agreement or the rights and powers granted.
- All IP Material developed by ai.nl for the execution of the Agreement can be used by ai.nl for its own promotional purposes, unless otherwise agreed with the Other Party.
- 16. Privacy
- ai.nl respects the privacy of the Other Party. ai.nl treats and processes all personal data provided to it in accordance with applicable legislation, in particular the General Data Protection Regulation. The Other Party agrees to this processing. To protect the Other Party's personal data, ai.nl uses appropriate security measures.
- ai.nl uses the Other Party's personal data only in the context of executing the Agreement or dealing with a complaint.
- For more information about privacy, please refer to the ai.nl website.
- 17. Expiration period
Contrary to the statutory limitation periods, all claims and/or powers that the Other Party has against ai.nl and/or against any third parties engaged by ai.nl, a limitation period of one year applies from the moment when a fact occurs that the Other Party can exercise these rights and/or powers against ai.nl and/or any third parties engaged by ai.nl.
- 18. Transfer
- The Other Party is not allowed to transfer rights and obligations arising from the Agreement to third parties without having obtained written permission from ai.nl.
- ai.nl is entitled to attach conditions to this permission.
- 19. Aftereffect
The provisions of the General Terms and Conditions and the Agreement, which are expressly or by their nature intended to remain in force even after termination of this Agreement, will remain in force thereafter and the parties will continue to bind both.
- 20. Other
- Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
- The administration of ai.nl is, subject to proof to the contrary, as proof of the requests made by the Other Party. The Other Party acknowledges that electronic communication can serve as proof.
- If and insofar as any provision of the General Terms and Conditions and the Agreement is declared null and void or annulled, the other provisions of these General Terms and Conditions and the Agreement will remain in full force. ai.nl will then adopt a new provision to replace the void/annulled provision, taking into account the purport of the void/annulled provision as much as possible.
- The place of execution of the Agreement is deemed to be where ai.nl is located.
- 21. Applicable law and choice of forum
- All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom are governed in all respects by Dutch law.
- All disputes between ai.nl and the Other Party, which may arise as a result of an Agreement and/or the General Terms and Conditions, or agreements resulting therefrom, will initially be settled by the competent court of the Midden-Nederland District Court.
The AI Group B.V.