General terms and conditions

Article 1 – Definitions

In these General Terms and Conditions, the following terms shall have the meanings stated below, unless explicitly indicated otherwise.

General Terms and Conditions:
The general terms and conditions as stated hereafter.

VLV-services:
VLV-services, registered with the Chamber of Commerce in Haarlem under number 53852796.

Business:
The Counterparty acting in the exercise of a profession or business.

Consumer:
The Counterparty not acting in the exercise of a profession or business.

Service:
All activities, in any form whatsoever, performed by VLV-services for or on behalf of the Counterparty.

Distance Service Provision:
The agreement between the Counterparty and VLV-services, in which, within the framework of a system organized by VLV-services for distance service provision, one or more means of remote communication (such as a website, telephone or other communication tools) are used exclusively to conclude the agreement.

Fee:
The financial compensation agreed with the Counterparty for the performance of the assignment.

Assignment:
The contract for services between VLV-services and the Counterparty.

Agreement:
Any agreement entered into between VLV-services and the Counterparty.

Product:
All goods that are the subject of the agreement between the Counterparty and VLV-services.

Written:
Any form of written communication between VLV-services and the Counterparty, including General Terms and Conditions and the Agreement. Where it is stated that communication will be in writing, this may also take place in digital (electronic) form.

Counterparty:
The person who has accepted these General Terms and Conditions and has purchased the product and/or commissioned the service. The Counterparty may be either a Consumer or a Business.

Article 2 – General Provisions

These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between VLV-services and the Counterparty, unless expressly agreed otherwise in writing by the parties.

General purchase conditions of the Counterparty do not apply unless they have been explicitly accepted in writing by VLV-services.

If one or more provisions of these General Terms and Conditions are at any time annulled or declared null and void by a court of law, this does not affect the validity of the remaining provisions.

The applicability of any purchasing or other general conditions of the Counterparty is expressly rejected.

If VLV-services does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that VLV-services loses the right to demand strict compliance in future cases.

Deviations from the Agreement and General Terms and Conditions are only valid if agreed in writing and explicitly with VLV-services.

Both parties may communicate, exchange information, and conclude agreements digitally. The use of electronic communication entails risks such as delays, manipulation, and viruses. VLV-services is not liable for any damages resulting from this.

Complaints must be reported in writing to VLV-services within 10 working days after (the part of) the performance to which the complaint relates. After this period, the performance is deemed to have been accepted. Reporting a complaint does not suspend the customer’s payment obligation.

Changes and additions to this agreement may only be made in writing.

Article 3 – Quotations and Offers

Offers and/or quotations are made in writing.

All offers and/or quotations from VLV-services are non-binding unless a period for acceptance is stated in the offer or quotation. If a period for acceptance is stated, the offer or quotation expires when this period has lapsed.

Quotations from VLV-services are based on the information provided by the Counterparty. The Counterparty guarantees that they have provided all essential information truthfully and on time for the setup, execution, and completion of the assignment.

VLV-services cannot be held to a quotation or offer if the Counterparty can reasonably understand that it contains an obvious error or mistake.

A composite quotation or offer does not obligate VLV-services to perform part of the assignment for a proportional part of the stated price.

Quotations and offers do not automatically apply to future orders.

Article 4 – Agreement

The Agreement is concluded through written acceptance by the Counterparty and shall be considered effective from the date of signature by VLV-services, or the date the written Agreement is sent by VLV-services to the Counterparty.

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

Article 5 – Modification of the Agreement

If during the execution of the Agreement it becomes apparent that proper execution requires changes or additions, VLV-services shall inform the Counterparty as soon as possible. The parties will then proceed in a timely manner and by mutual agreement to amend the Agreement.

If the parties agree to amend or supplement the Agreement, this may affect the time of completion. VLV-services will inform the Counterparty of this as soon as possible.

If the change or addition to the Agreement has financial, quantitative and/or qualitative consequences, VLV-services shall inform the Counterparty in advance.

If a fixed fee, price, or rate has been agreed upon, VLV-services shall indicate to what extent the change or addition to the Agreement will affect the price. VLV-services will, as far as possible, try to provide a price estimate in advance.

VLV-services may not charge additional costs if the change or addition results from circumstances attributable to VLV-services.

Changes to the originally concluded Agreement between the Counterparty and VLV-services are only valid from the moment they are accepted by both parties through a supplementary or amended Agreement.

Article 6 – Course, Training, Workshop or Educational Program Registration

The Counterparty may register for a course, training, workshop or educational program as long as there is availability.

The Agreement is established upon registration by the Counterparty.

The Counterparty will receive a confirmation of receipt after registration and/or sign-up from VLV-services.

The Counterparty is obligated to pay the price that applies at the time the Agreement is entered into. In case of partial participation, the full course, training, workshop or educational program fee remains due.

Article 7 – Course, Training, Workshop or Educational Program

If the Counterparty has registered for a course, training, workshop or educational program, VLV-services will inform the Counterparty of the location before it begins.

A course, training, workshop or educational program may be held offline or online.

VLV-services may provide course materials and/or textbooks. If the course is online, VLV-services will deliver materials digitally.

If there are not enough participants, or in case of illness and/or force majeure, VLV-services has the right to cancel or reschedule a course, training, workshop or educational program.

In case of cancellation by VLV-services, the full registration fee will be refunded.

Article 8 – Cancellation / Termination

This provision applies exclusively to courses, training sessions, workshops or educational programs.

If the Counterparty has registered for a course, training, workshop, or educational program, the Counterparty has the right to cancel it.

The Counterparty is entitled to cancel the agreement in writing up to 4 weeks before the start date (or another agreed date in writing). In that case, the Counterparty is still liable for administrative costs equal to 10% of the total course, training, workshop, or program cost. The amount already paid will be refunded minus those costs. If cancellation occurs within 4 weeks prior to the start date, the full amount is due.

The course, training, workshop or program cannot be terminated midway. In such cases, there is no right to a partial refund.

If the Counterparty terminates the agreement after the start of the course, training, workshop or program, this does not entitle them to a refund and does not release them from their future payment obligations. These obligations become immediately due and payable upon termination.

In the case of force majeure, the Counterparty is not required to pay all or part of the agreed Fee.

Article 9 – Execution of the Agreement

VLV-services will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship.

VLV-services has the right to have certain tasks performed by third parties. The application of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is explicitly excluded.

VLV-services may execute the Agreement in phases.

If the Agreement is performed in phases, VLV-services may invoice and demand payment after each completed phase. If an invoice is not paid, VLV-services is not required to continue with the next phase and may suspend the Agreement.

Execution of the next phase(s) may also be suspended until the results of the previous phase have been approved in writing by the Counterparty.

The Counterparty must always provide all data necessary for the execution of the Agreement, both when requested and unsolicited, and within a reasonable time.

If necessary data is not provided, not provided on time, or not in accordance with the agreed terms, or if the Counterparty otherwise fails to meet their (information) obligations, VLV-services is entitled to suspend performance of the Agreement. Any resulting delays and costs shall be borne by the Counterparty.

VLV-services is not liable for damages of any kind caused by reliance on incorrect or incomplete information provided by the Counterparty, unless VLV-services should have known the data was incorrect or incomplete.

If the Counterparty fails to communicate or respond for two weeks or more without notice, while VLV-services has made repeated attempts to reach them, VLV-services may suspend or terminate the Agreement without refund. Any additional costs incurred shall be borne by the Counterparty.

Article 10 – Prices and Rates

For the Counterparty acting as a Consumer, prices and rates are stated in euros, including VAT and other government-imposed levies, unless otherwise indicated.

For the Counterparty acting as a Business, prices and rates are stated in euros, excluding VAT and other government-imposed levies, unless otherwise indicated.

Prices and rates are exclusive of travel, accommodation, packaging, delivery or shipping costs and administrative charges, unless otherwise stated.

VLV-services will inform the Counterparty of all additional costs in a timely manner before concluding the Agreement or provide the data necessary for calculating these costs.

Article 11 – Adjustment of Fees, Prices, Rates

If VLV-services agrees on a fixed fee, price or rate when concluding the Agreement, VLV-services is still entitled to increase it, even if not originally subject to such a reservation.

If VLV-services intends to increase the fee, price or rate, it will notify the Counterparty as soon as possible.

If the increase occurs within three months after the Agreement is concluded, the Counterparty may dissolve the Agreement by written notice, unless:
– the increase results from legal authority or obligations;
– VLV-services is still willing to perform the Agreement under the original terms;
– it was agreed that delivery would take place more than three months after the purchase.

The Counterparty also has the right to dissolve the Agreement if the fee, price or rate is increased more than three months after the Agreement was concluded, unless it was agreed that delivery would take place after that period.

VLV-services shall notify the Counterparty of the amount and effective date of the proposed increase.

Article 12 – Distance Services

In the case of distance services, VLV-services may require the Counterparty to prepay up to 50% of the total price.

The Counterparty has the right to withdraw from the Agreement within fourteen calendar days without giving reasons.

If VLV-services fails to meet its duty to inform or does not provide the required data correctly, the withdrawal period is extended to three months. If VLV-services still complies within those three months, the fourteen-day period starts from that moment.

The Counterparty can withdraw using VLV-services’ standard withdrawal form or another method of their choosing.

The right of withdrawal lapses when the service has been fully provided, and also if the service has begun with the explicit prior consent of the Counterparty, who acknowledges the right of withdrawal is lost once the service is fully performed.

If the Counterparty exercises the right of withdrawal, VLV-services will refund all prepaid amounts within fourteen calendar days.

This article does not apply to:
– services performed on a specific date or within a specific period;
– services subject to price fluctuations in financial markets beyond the control of VLV-services;
– services that begin during the withdrawal period with the Counterparty’s consent;
– personal services;
– custom-made services.

Article 13 – Delivery

Delivery to the Counterparty acting as a Consumer takes place when the item is placed under the control of the Consumer. After delivery, the risk transfers to the Consumer.

Delivery to the Counterparty acting as a Business takes place when the item is made available to the Business. After delivery, the risk transfers to the Business.

Delivery takes place from VLV-services’ premises or to the address provided by the Counterparty, unless otherwise agreed.

The Counterparty is obliged to accept the purchased goods at the time they are made available to them.

If the Counterparty refuses or is negligent in providing the information or instructions necessary for delivery, the goods will be stored at the risk and expense of the Counterparty. The Counterparty shall bear all additional costs.

Article 14 – Delivery and Performance Deadlines

Delivery will take place within a period specified by VLV-services.

Services will be performed within a period specified by VLV-services.

If a delivery and/or performance period is agreed or stated, this period is indicative and shall never be considered a strict deadline.

If VLV-services requires data or instructions from the Counterparty necessary for delivery and/or performance, the delivery period will commence after these have been provided.

If a deadline is exceeded, the Counterparty must give VLV-services written notice of default, allowing a reasonable period to still perform the service.

A notice of default is not required if delivery or performance has become permanently impossible, or it is otherwise clear that VLV-services will not fulfil its obligations. If VLV-services does not deliver within the extended period, the Counterparty may dissolve the Agreement and/or claim damages.

Article 15 – Transfer of Risk (Consumers)

This provision applies only to the Counterparty acting as a Consumer.

Goods under the Agreement remain at the risk of VLV-services until delivery to the Consumer.

The risk of loss, damage or depreciation of goods transfers to the Consumer when the goods are handed over to the Consumer or a third party designated by the Consumer.

Article 16 – Transfer of Risk (Businesses)

This provision applies only to the Counterparty acting as a Business.

Goods under the Agreement remain at the risk of VLV-services until made available to the Business.

The risk of loss, damage or depreciation of goods transfers to the Business when the goods are made available to the Business or a third party designated by them.

Article 17 – Payment

Payment shall be made by transfer to a bank account designated by VLV-services at the time of purchase, unless otherwise agreed.

Payment must be made in advance and within 14 days of the invoice date in euros, unless otherwise explicitly agreed.

The parties may agree on payment in instalments based on the progress of the work. The instalments and percentages will be set in the Agreement.

Objections to the invoice amount do not suspend the payment obligation.

After 14 days from the invoice date, the Counterparty is legally in default without notice. From that time, interest of 3% per month is due, unless statutory interest is higher.

In case of bankruptcy, suspension of payment or guardianship, VLV-services’ claims and the Counterparty’s obligations become immediately due and payable.

VLV-services may reject partial payments or assign them in a different order (e.g. costs first, then interest, then principal).

If the invoice is not paid on time, VLV-services may stop work. Work already performed must still be paid for.

Article 18 – Collection Costs

If the Counterparty fails to meet their obligations (in time), all reasonable extrajudicial costs will be borne by the Counterparty.

For Business clients, VLV-services is entitled to a 15% collection fee on the outstanding amount with a minimum of €90.00 per unpaid invoice.

For Consumers, the statutory maximum fees apply according to Dutch law.

VLV-services is only entitled to recover extrajudicial collection costs from Consumers after sending a 14-day reminder.

Court and enforcement costs are also the responsibility of the Counterparty.

Article 19 – Retention of Title

All goods delivered by VLV-services remain the property of VLV-services until the Counterparty has fulfilled all payment obligations towards VLV-services.

Goods subject to retention of title may not be resold or used as payment. The Counterparty is also not permitted to pledge or encumber these goods in any way.

Article 20 – Suspension

Both parties may terminate the Agreement at any time in writing with a notice period of 30 days, unless otherwise agreed.

If the Counterparty fails to meet any obligation under the Agreement, VLV-services may suspend performance. In cases of partial or improper fulfilment, suspension is permitted only if justified by the breach.

VLV-services may also suspend performance if:
– after concluding the Agreement, VLV-services learns of circumstances that give reasonable grounds to fear the Counterparty will not fulfil obligations;
– the Counterparty was asked to provide security for their obligations but fails to do so;
– circumstances arise that make fulfilment of the Agreement impossible or unreasonably burdensome for VLV-services.

VLV-services shall not be liable for damages resulting from suspension or dissolution.

Article 21 – Termination

If the Counterparty fails to meet any obligation (fully, timely or properly), VLV-services may terminate the Agreement immediately, unless the breach is too minor to justify termination.

VLV-services may also terminate the Agreement immediately if:
– after concluding the Agreement, it becomes apparent the Counterparty will not meet obligations;
– the Counterparty fails to provide required security;
– delay on the Counterparty’s side makes performance unreasonable;
– fulfilment becomes impossible or unreasonably burdensome;
– the Counterparty is declared bankrupt, applies for suspension of payment, enters debt restructuring, or is subject to seizure;
– the Counterparty is placed under guardianship;
– the Counterparty dies.

Termination occurs via written notice, without judicial intervention.

Upon termination, all claims of VLV-services become immediately due.

If termination is the Counterparty’s fault, VLV-services may claim damages.

Upon early termination, the Counterparty is entitled to VLV-services’ cooperation in transferring outstanding work. Additional costs will be charged.

Article 22 – Force Majeure

A failure is not attributable to VLV-services or the Counterparty if it is due to no fault and beyond their control.

Force majeure includes (but is not limited to): strikes, fire, water damage, natural disasters, war, transport issues, blockades, import/export restrictions, shortages of materials, and other disruptions.

VLV-services may invoke force majeure even if the circumstances arise after the obligation was due.

In the event of force majeure, neither party is required to continue the Agreement or pay damages.

If the force majeure continues for more than 2 months, both parties may terminate the Agreement in writing without court intervention and without compensation.

In case of temporary force majeure, VLV-services may suspend performance. In case of permanent force majeure, either party may terminate the Agreement out of court.

If partial performance has occurred, VLV-services may invoice for that part separately.

Article 23 – Warranties

VLV-services guarantees that delivered goods conform to the Agreement and meet standard requirements and characteristics for normal use.

Services performed will meet the Agreement and be delivered with professional skill and quality materials.

The warranty applies domestically and internationally.

If the Product/Service does not meet the warranty, VLV-services will repair or replace it within a reasonable period free of charge.

After the warranty expires, costs for repair or replacement are borne by the Counterparty.

Warranty is void if defects result from misuse or alterations by the Counterparty or third parties.

Warranty also lapses if the defect results from external causes beyond VLV-services’ control.

Article 24 – Inspection and Complaints

The Counterparty must inspect goods upon delivery, and services upon performance, within 7 days.

They must check whether the quality and quantity match the Agreement.

Visible defects must be reported in writing within 7 days and the defective item returned with proof of purchase unless unreasonable.

Hidden defects must be reported within 7 days of discovery.

Failure to report defects in time voids the right to refund, repair or replacement.

Shipping costs for approved returns will be reimbursed. Other costs are only reimbursed if agreed in writing.

Reporting defects does not suspend the payment obligation.

The Counterparty remains obliged to accept and pay for delivered goods unless they lack independent value.

Article 25 – Liability

VLV-services is only liable for direct damage caused by gross negligence or intent.

VLV-services is never liable for indirect damage such as loss of profit, savings, or business interruption. (Consumer protection applies under Dutch Civil Code art. 7:24(2)).

If VLV-services is liable, compensation is limited to the amount covered by insurance or, at most, the invoice amount.

Damage must be reported within 10 days, or the right to compensation expires.

VLV-services is not liable for mutilation, destruction, theft or loss of data or documents.

Any liability claim expires one year after discovery of the damage.

The Counterparty must mitigate damages as much as possible.

Liability limitations do not apply in cases of gross negligence or intent by VLV-services or its executives.

Article 26 – Indemnification

The Counterparty indemnifies VLV-services from third-party claims arising from the execution of the Agreement unless due to VLV-services’ gross negligence or intent.

If VLV-services is sued by a third party, the Counterparty must assist in and out of court. All related costs are the Counterparty’s responsibility.

Article 27 – Limitation Period

All claims and defences against VLV-services and third parties engaged by it expire after one year, except claims based on non-conforming goods, which expire two years after notification of the defect.

Article 28 – Intellectual Property

All models, creations and inventions developed by VLV-services remain its property, including intellectual property rights like copyrights, design rights, and patents.

Documents provided by VLV-services (e.g., reports, software, designs) may be used internally but not disclosed or exploited without prior written permission.

Article 29 – Confidentiality

Both parties must maintain confidentiality during and after the Agreement regarding all business-related confidential information, including data about employees, clients and partners.

Article 30 – Privacy

Personal data provided by the Counterparty is stored securely and confidentially.

VLV-services uses personal data only to fulfil obligations or handle complaints.

Personal data will not be lent, rented, sold or disclosed.

If VLV-services is legally required to share confidential information, it is not liable for resulting damages.

The Counterparty agrees to be contacted for statistical or customer satisfaction research but may opt out.

VLV-services may use anonymised data for research or databases.

This article also applies to third parties engaged by either party.

Article 31 – Newsletter

The Counterparty may subscribe to the newsletter.

The newsletter contains updates and developments.

The newsletter is sent by email.

The Counterparty can unsubscribe at any time via the unsubscribe link or in writing.

Article 32 – Amendments to General Terms and Conditions

VLV-services may unilaterally amend these terms.

Changes also apply to existing Agreements.

VLV-services will inform the Counterparty by email.

Changes take effect 30 days after notification.

If the Counterparty disagrees, they may terminate the Agreement.

Article 33 – Governing Law and Disputes

All legal relationships involving VLV-services are governed exclusively by Dutch law, even if performed abroad or if the Counterparty resides abroad.

Disputes shall be submitted exclusively to the competent court in Amsterdam, unless mandatory law prescribes otherwise.

The Vienna Sales Convention (CISG) is excluded.