21 April 2022
- DIY Compliance Manager: established in Den Haag, the Netherlands, Chamber of Commerce no. 73323446.
- Customer: the party which DIY Compliance Manager has entered into an agreement with.
- Parties: DIY Compliance Manager and customer together.
- These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of DIY Compliance Manager.
- Parties can only deviate from these conditions if explicitly agreed upon in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
- All prices communicated by DIY Compliance Manager are in euros and exclusive of VAT and other costs and levies, if any
- DIY Compliance Manager is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
- DIY Compliance Manager will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
Payments and payment term
- DIY Compliance Manager requires payment in full before delivery.
- The customer must have paid the full amount through one of the available payment methods.
Suspension of obligations by the customer
- The customer waives the right to suspend the fulfillment of any obligation arising from the agreement.
- When parties have entered into an agreement with services included, these services only contain best-effort obligations for DIY Compliance Manager, not obligations of results.
Performance of the agreement
- DIY Compliance Manager executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- DIY Compliance Manager has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
- It is the responsibility of the customer that DIY Compliance Manager can start the implementation of the agreement on time.
- If the customer has not ensured that DIY Compliance Manager can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
- The customer shall make available to DIY Compliance Manager all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
- If and insofar as the customer requests this, DIY Compliance Manager will return the relevant documents.
- If the customer does not timely and properly provide the information, data or documents reasonably required by DIY Compliance Manager and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the service agreement
- The agreement between DIY Compliance Manager and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
- If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 3 month(s), or if a customer terminates the agreement with due observance of a notice period of 3 months causing the agreement to end at the end of the fixed term.
- If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give DIY Compliance Manager a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Cancellation of the contract for an indefinite period of time
- The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 3 months.
- DIY Compliance Manager retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, databases, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
- The customer may not copy or have copied the intellectual property rights without prior written permission from DIY Compliance Manager, nor show them to third parties and / or make them available or use them in any other way.
- The customer keeps confidential any information he receives (in whatever form) concerning DIY Compliance Manager of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to DIY Compliance Manager.
- The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 secret.
- The obligation of secrecy described in this article does not apply to information:
* which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
* which is made public by the customer due to a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
- If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of DIY Compliance Manager an immediately due and payable fine of € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
- No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
- The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of DIY Compliance Manager including its right to claim compensation in addition to the fine.
- The customer indemnifies DIY Compliance Manager against all third-party claims that are related to the products and/or services supplied by DIY Compliance Manager.
- The customer must examine a service provided by DIY Compliance Manager as soon as possible for possible shortcomings.
- If a delivered service does not comply with what the customer could reasonably expect from the agreement, the customer must inform DIY Compliance Manager of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
- The customer gives an as detailed description as possible of the shortcomings, so that DIY Compliance Manager is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- The customer must provide any notice of default to DIY Compliance Manager in writing.
- It is the responsibility of the customer that a notice of default actually reaches DIY Compliance Manager (in time).
Liability of DIY Compliance Manager
- DIY Compliance Manager is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If DIY Compliance Manager is liable for any damage, it is only liable for direct damages that result from or is related to the execution of an agreement.
- DIY Compliance Manager is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If DIY Compliance Manager is liable, its liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from DIY Compliance Manager shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.
- The customer has the right to dissolve the agreement if DIY Compliance Manager imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfillment of the obligations by DIY Compliance Manager is not permanent or temporarily impossible, dissolution can only take place after DIY Compliance Manager is in default.
- DIY Compliance Manager has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give DIY Compliance Manager good grounds to fear that the customer will not be able to fulfill his obligations properly.
- In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of DIY Compliance Manager in the fulfillment of any obligation to the customer cannot be attributed to DIY Compliance Manager in any situation independent of the will of DIY Compliance Manager, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from DIY Compliance Manager .
- The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which DIY Compliance Manager cannot fulfill one or more obligations towards the customer, these obligations will be suspended until DIY Compliance Manager can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- DIY Compliance Manager does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
- If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
- DIY Compliance Manager is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in content will be discussed by DIY Compliance Manager with the customer in advance as much as possible.
Transfer of rights
- The customer cannot transfer its rights deferring from an agreement with DIY Compliance Manager to third parties without the prior written consent of DIY Compliance Manager.
- This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what DIY Compliance Manager had in mind when drafting the conditions on that issue.
- Applicable law and competent court
- Dutch law is exclusively applicable to all agreements between the parties.
- The Dutch court in the district where DIY Compliance Manager is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.