General terms and conditions Social Brothers BV
Article 1 - Definitions
Social Brothers BV, located in Utrecht, Chamber of Commerce number 74471880, is referred to in these general terms and conditions as the Contractor. The other party to the Contractor is referred to in these general terms and conditions as the Client. The parties are jointly referred to as the Contractor and the Client. The "agreement" refers to the agreement for services between the parties.
Article 2 - Applicability of general terms and conditions
These terms and conditions apply to all quotations, offers, work, agreements, and deliveries of services or goods by or on behalf of the Contractor. Deviation from these terms and conditions is only permitted if expressly agreed upon in writing by the parties. The agreement contains only best-efforts obligations for the Contractor, not result obligations. General terms and conditions of other parties are explicitly rejected unless otherwise agreed in writing.
Article 3 - Payment
Invoices must be paid within 14 days of the invoice date, unless the parties have made other written arrangements or a different payment term is stated on the invoice. Payments are made without any right of suspension or offset by transferring the amount due to the bank account number specified by the Contractor.
If the Client fails to pay an invoice within the agreed term, they are automatically in default, without any notice being required. From that moment on, the Contractor is entitled to suspend its obligations until the Client has fulfilled its payment obligations.
If the Client defaults, the Contractor will proceed with collection. The costs associated with this collection will be borne by the Client. If the Client is in default, they will owe the Contractor, in addition to the principal amount, statutory (commercial) interest, extrajudicial collection costs, and other damages.
Collection costs are calculated in accordance with the Decree on Compensation for Out-of-Court Collection Costs. In the event of liquidation, bankruptcy, seizure, or suspension of payments by the Client, the Contractor's claims against the Client are immediately due and payable. If the Client refuses to cooperate with the Contractor in carrying out the assignment, they are still obligated to pay the agreed price to the Contractor.
Article 4 - Offers and quotes
The Contractor's offers are valid for a maximum of one month, unless a different acceptance period is specified in the offer. If the offer is not accepted within this period, it will lapse. Delivery times in offers are indicative and do not entitle the Client to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing. Offers and quotes do not automatically apply to repeat orders. The parties must expressly agree to this in writing.
Article 5 - Pricing
The prices stated on the Contractor's offers, quotations, and invoices are exclusive of VAT and any other government levies, unless expressly stated otherwise. The prices of goods are based on the cost prices known at the time. Increases in these prices, which could not have been foreseen by the Contractor at the time the offer was made or the agreement was concluded, may result in price increases. Regarding the services, the parties may agree on a fixed price upon entering into the agreement. If no fixed price has been agreed upon, the rate for the services may be determined based on the actual hours spent. The rate will be calculated according to the Contractor's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon. If no rate has been agreed based on the actual hours spent, a target price will be agreed, whereby the Contractor is entitled to deviate from this price by up to 10%. If the target price exceeds the target price by more than 10%, the Contractor must inform the Client in a timely manner why a higher price is justified. In that case, the Client has the right to cancel any part of the order that exceeds the target price plus 10%.
Article 6 - Price indexation
The prices and hourly rates agreed upon upon entering into the agreement are based on the current price level. The Contractor has the right to adjust the fees charged to the Client annually on January 1st. Adjusted prices, rates, and hourly rates will be communicated to the Client as soon as possible.
Article - Implementation and involvement of third parties
The Contractor will carry out the assignment to the best of its ability and may engage third parties. Work commences after written approval and, if agreed upon, after payment of a deposit. It is the Client's responsibility to ensure that the Contractor can start on time.
Article 8 - Duration and amendment of the agreement
The agreement is valid for an indefinite period unless otherwise agreed in writing. An agreed term is never final. Amendments to the agreement must be made in writing and in consultation. The Contractor will inform the Client of any consequences for price or schedule.
Article 9 - Force Majeure
The Contractor is not liable for shortcomings due to force majeure. Force majeure includes, but is not limited to, disruptions, strikes, third-party delivery problems, government measures, and natural disasters. Obligations are suspended for as long as the force majeure continues. If the force majeure lasts longer than 30 days, the parties may terminate the agreement in writing.
Article 10 - Data processing
If personal data is processed, this is done under the responsibility of the Client. The Contractor acts as a processor within the meaning of the GDPR. The parties will not draw up a separate processing agreement unless agreed upon in writing or when this arises from a legal obligation. The Client indemnifies the Contractor against all third-party claims.
Article 11 - Termination and cancellation
The Client may terminate the agreement with 30 days' notice, effective the first day of the following month. The Contractor may terminate with 14 days' notice. Obligations that by their nature continue to exist will remain in effect after termination.
Article 12 - Transfer and exit
The Contractor is not obligated to transfer data, documentation, or systems upon termination, unless otherwise agreed in writing. Support during transfer is provided at an hourly rate. The Client is responsible for timely backups and preparations for termination.
Article 13 - Contractor Liability
- The Contractor shall not be liable for damages unless there is intent or deliberate recklessness.
- The Contractor shall never be liable for consequential damage, loss of profit, loss of data, business stagnation or reputational damage.
- Liability is limited to the amount of the relevant assignment, with a maximum of €25.000 per year.
- Claims must be reported in writing within 14 days of discovery.
- Client indemnifies Contractor against all claims from third parties.
Article 14 - Client Liability
The Client is fully responsible for the use of the services provided, any incorrect provision of information, and their use in critical processes. The Client will take appropriate measures and obtain adequate insurance.
Article 15 - Disclaimer
The Client indemnifies the Contractor against all claims from third parties, such as in the area of intellectual property, privacy, data loss or damage resulting from the use of the services provided.
Article 16 - Retention of title and right of retention
All delivered goods remain the property of the Contractor until full payment has been made. The Contractor may reclaim goods or suspend delivery in the event of non-payment. The right of retention applies until full payment has been made.
Article 19 - Intellectual property
All intellectual property rights to delivered designs, software, content, methods, and other creations remain with the Contractor. Nothing may be copied, shared, or reused without written permission. If third parties infringe the intellectual property rights of the Contractor, the Client is obliged to report this without delay and to provide all necessary cooperation in taking legal measures.
Article 20 - confidentiality
Both parties are obligated to maintain confidentiality of confidential information. This obligation applies for the duration of the agreement and for up to three years thereafter. The penalty for violation is €25.000 per violation plus €5.000 per day for as long as the violation continues.
Article 21 - Non-acquisition of personnel
The Client may not employ or directly or indirectly deploy any personnel of the Contractor during the collaboration and for up to one year thereafter, unless otherwise agreed in writing.
Article 22 - Applicable law and competent court
This agreement is governed exclusively by Dutch law. Disputes will be submitted exclusively to the competent court in the district where the Contractor is established.
These terms and conditions apply from: January 1, 2025