Article 1. DEFINITIONS
The following capitalized definitions have the following meanings for the purposes of these general terms and conditions:
Article 2. APPLICABILITY
2.1 These terms and conditions apply to all offers, quotations, work and agreements between Sinitio and the Client to which Sinitio has declared these terms and conditions applicable, with regard to services to or for the Client, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2.2 Deviations from and additions to these General Terms and Conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or (a further) order confirmation. Deviations then only apply to the agreement in which that deviation has been agreed.
2.3 If there is uncertainty regarding the interpretation of one or more provisions of these General Terms and Conditions, the explanation must take place ‘in the spirit’ of these provisions.
2.4 If a situation arises between the parties that is not regulated in these General Terms and Conditions, this situation must be assessed in the spirit of these General Terms and Conditions.
2.5 If Sinitio does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Sinitio would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
2.6 These General Terms and Conditions also apply to any additional or follow-up assignments.
2.7 The applicability of any purchase or other conditions of the Client is expressly rejected, as follows from Article 6:225 paragraph 3 of the Dutch Civil Code.
2.8 If one or more provisions in these General Terms and Conditions are at any time wholly or partially null and void or should be annulled, then the other provisions in these General Terms and Conditions remain fully applicable. Sinitio and the Client will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
2.9 The present terms and conditions also apply to acts of third parties engaged by Sinitio in the context of the Services.
Article 3. QUOTATIONS AND OFFERS
3.1 All quotations and offers from Sinitio, in whatever form, are without obligation, unless a period for acceptance has been set in the quotation. If no acceptance period has been set, the offer will always expire after 30 calendar days.
3.2 Sinitio cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3.3 Contrary to the provisions of Article 6:225 paragraph 2 of the Dutch Civil Code, Sinitio is not bound by changes made by the Client upon acceptance of the offer, unless these changes have been expressly confirmed by Sinitio in writing or by e-mail .
3.4 Delivery times mentioned in Sinitio’s quotations and other pre-performance
performance of Sinitio mentioned periods are global and only informative; exceeding them does not give the Client any claim to compensation or
3.5 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
3.6 A composite quotation does not oblige Sinitio to perform a part of the Service against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders, unless otherwise indicated.
3.7 Sinitio’s quotations are based on the information provided by the Client. The Client guarantees the correctness and completeness of that information and guarantees that it has provided all essential information for the design and execution of the Service.
3.8 The Agreement is concluded because the Client accepts the offer issued by Sinitio in writing.
3.9 If the acceptance deviates from the offer included in the quotation or offer, whether or not on minor points, Sinitio is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Sinitio indicates otherwise.
Article 4. THE CREATION AND IMPLEMENTATION
4.1 The Agreement between Sinitio and the Client is concluded at the moment that they sign a written Agreement or that Sinitio confirms the order by e-mail.
4.2 The Agreement is also deemed to have been concluded if Sinitio, after acceptance of a quotation or offer by the Client, starts delivering the Service.
4.3 Sinitio will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and on the basis of the knowledge available at Sinitio at that time.
4.4 If and insofar as this is required for the proper execution of the Agreement, Sinitio has the right to have part or all of the agreed Services performed by third parties. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
4.5 If services are performed by Sinitio or third parties engaged by Sinitio in the context of the Agreement at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably desired by those Employees free of charge, unless otherwise agreed.
4.6 The Client shall ensure that all conditions of which Sinitio indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the Agreement, have been met.
4.7 Sinitio is entitled to execute the Agreement in different phases and to invoice the part thus executed separately.
4.8 If the Agreement is executed in phases, Sinitio may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
4.9 The Client shall ensure that all data, of which Sinitio indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the Agreement, are provided to Sinitio in a timely manner . If the information required for the execution of the Agreement has not been provided to Sinitio in time, Sinitio has the right to suspend the execution of the Agreement and / or to charge the Client for the additional costs resulting from the delay in accordance with the then usual rates. The execution period shall not commence until the Client has made the data available to Sinitio. Sinitio is not liable for damage, of whatever nature, because Sinitio has assumed incorrect and / or incomplete information provided by the Client.
4.10 If the Client should be in default in the proper performance of what he is obliged to do towards Sinitio, the Client is liable for all damage on the part of Sinitio as a result, directly or indirectly.
Article 5. CONTRACT DURATION AND TERMS
5.1 The Agreement between Sinitio and the Client is entered into for a definite period of time, unless the nature of the Agreement dictates otherwise or if the parties expressly agree otherwise in writing.
5.2 If a term has been agreed or specified for the performance of a certain Service or for the delivery of certain goods, this is never a deadline. If a term is exceeded, the Client must therefore give Sinitio written notice of default. Sinitio must be offered a reasonable period of time to still implement the Agreement.
Article 6. PRICE
6.1 If Sinitio agrees a fixed fee or fixed price with the Client, Sinitio is nevertheless entitled at all times to increase this fee or price without the Client being entitled to dissolve the Agreement for that reason, if the increase in the price results from a power or obligation under the laws or regulations or finds its cause in an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the Agreement.
6.2 If the price increase, other than as a result of an amendment to the Agreement, exceeds 10% and takes place within three months after the conclusion of the Agreement, then only the Client who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the Agreement by means of a written statement, unless Sinitio is still willing to execute the Agreement on the basis of the originally agreed amount;
incumbent obligation under the law;
Article 7. CANCELLATION
7.1 If an Agreement is cancelled by the Client, cancellation costs are due:
7.2 In addition to the cancellation costs, the Services that were performed and the goods ordered or prepared for this purpose, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the Agreement, will be charged in full to the Client.
7.3 Cancellations will only be processed by e-mail or in writing on working days during office hours. Cancellations outside these office hours are deemed to have been made on the next working day.
7.4 If the number of participants is less than the specified number, no refund or price reduction will take place.
Article 8. CHANGE
8.1 If during the execution of the Agreement it appears that it is necessary for a proper execution thereof to change or supplement it, the parties will adjust the Agreement in a timely manner and in mutual consultation. If the nature, scope or content of the Agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the Agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Sinitio will quote as much as possible in advance. By a change to the Agreement, the originally stated period of execution can also be changed. The Client accepts the possibility of amending the Agreement, including the change in price and term of execution.
8.2 If the Agreement is amended, including a supplement, Sinitio is entitled to implement it only after approval has been given by the person authorized within Sinitio and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time at which it will be implemented. Failure to execute the amended Agreement or not immediately constitutes no breach of contract on the part of Sinitio and is no reason for the Client to terminate or cancel the Agreement.
8.3 Without being in default, Sinitio may refuse a request to change the Agreement if this could have qualitative and / or quantitative consequences, for example for the Services to be provided in that context.
Article 9. SUSPENSION, DISSOLUTION AND EARLY TERMINATION
9.1 Sinitio is entitled to suspend the fulfilment of the obligations or to dissolve the Agreement if, after the conclusion of the Agreement, the Client does not, not fully or not timely comply with the obligations under the Agreement, Sinitio becomes aware of circumstances giving good reason to fear that the Client will not comply with the obligations, if the Client has been requested at the conclusion of the Agreement to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient or if, due to the delay on the part of the Client, Sinitio can no longer be required to fulfil the Agreement under the originally agreed conditions.
9.2 Furthermore, Sinitio is entitled to dissolve the Agreement if circumstances arise of such a nature that compliance with the Agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of Sinitio.
9.3 If the Agreement is dissolved, Sinitio’s claims against the Client are immediately due and payable. If Sinitio suspends the fulfilment of the obligations, it retains its rights under the law and the Agreement.
9.4 If Sinitio proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs incurred in any way as a result.
9.5 The Client only has the authority to dissolve the Agreement if Sinitio, after a proper and as detailed as possible written notice of default in which a reasonable period is set for remedying the shortcoming, imputably fails to comply with essential obligations under the Agreement and would be liable under the Agreement, unless otherwise agreed.
9.6 If the Client fails to fulfil its obligations arising from the Agreement and this non-performance justifies dissolution, Sinitio is entitled to dissolve the Agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client is obliged to pay compensation or compensation on the grounds of non-performance.
9.7 If Sinitio is liable towards the Client and/or obliged to comply, Sinitio is only obliged to comply if, in its reasonable opinion, this can only be required of it, insofar as fulfilment is still possible. If Sinitio fails and, in its reasonable opinion, compliance cannot be required of it, it can dissolve the Agreement. Sinitio will never be obliged to pay any compensation due to this dissolution.
9.8 If the Agreement is terminated prematurely by Sinitio, Sinitio will, in consultation with the Client, arrange for the transfer of Services still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the Services entails additional costs for Sinitio, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period, unless Sinitio indicates otherwise.
9.9 Sinitio may terminate the Agreement in whole or in part without notice of default and without judicial intervention by written notice with immediate effect if the Client applies for or obtains suspension of payment – whether provisional or not– if the Client is declared bankrupt or otherwise becomes insolvent or if the Client’s company is liquidated or terminated other than for the purpose of reconstruction or merger of undertakings. Sinitio will never be obliged to pay any compensation due to this termination. In that case, Sinitio’s claims against the Client are immediately due and payable.
9.10 Amounts that Sinitio has invoiced or will invoice in connection with what it has already performed or delivered in the execution of the Agreement remain due and payable immediately at the time of dissolution.
Article 10. PAYMENT AND COLLECTION COSTS
10.1 Payment by the Client must be made, without deduction, discount or set-off within the agreed period or indicated on the invoice, but in no case later than 14 calendar days after the invoice date, in a manner to be indicated by Sinitio in the currency in which the invoice was made, unless otherwise indicated in writing by Sinitio. Sinitio is entitled to invoice periodically.
10.2 Payment must be made by means of transfer in favour of a bank and/or giro account to be designated by Sinitio.
10.3 If the Client fails to pay the claim within the period referred to in the first paragraph, Sinitio will send a one-off reminder in which the Client is offered a reasonable period of 14 days to still pay the claim. If this is still not paid, the Client will be summoned to pay the claim again. For this reminder, an administration fee of € 25 will be charged once. If this period has not been met, a reminder will be sent again in which the Client is called upon to pay as soon as possible. For this reminder, a further € 25 administration costs will be charged. If this is not complied with, the claim will be transferred to a collection agency. All costs incurred in this respect will be borne by the Client.
10.4 If the Client has not paid within the period referred to in the first paragraph, the Client is also obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by Sinitio. The reimbursement of the costs incurred is not limited to any order for costs imposed by the court. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Sinitio has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
10.5 Sinitio has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest. Sinitio may, without thereby being in default, refuse an offer for payment if the Client designates a different order for the allocation of the payment. Sinitio can refuse full repayment of the principal sum if the outstanding and current interest and collection costs are not also paid.
10.6 The Client is never entitled to set off the amount owed by him to Sinitio . Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke section 6.5.3 (Articles 231 to 247 book 6 of the Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.
10.7 In the event of a jointly given assignment, Clients are jointly and severally liable for the payment of the invoice amount, the interest(s) and costs due.
Article 11. COMPLAINTS
11.1 Complaints during the duration of a Service can only be dealt with by Sinitio if and insofar as they have been notified to Sinitio in writing within three working days after the complaint arose.
11.2 Complaints regarding the result of a Service must be submitted to Sinitio in writing within 30 days of completing the Service.
11.3 If the Client does not report a defect within the periods as referred to in Article 11.1 and Article 11.2 of these General Terms and Conditions, the Client is no longer entitled to repair, replacement or compensation.
11.4 Complaints about invoices must be made known to Sinitio within seven days of receipt of the invoices, in writing and with a proper description of the complaint . After the expiry of this period, it is assumed that the Client recognizes invoices as correct.
11.5 If it is established that a complaint is unfounded, the costs incurred as a result on the part of Sinitio, including the research costs, will be entirely for the account of the Client.
Article 12. LIABILITY
12.1 If Sinitio should be liable, this liability is limited to what is regulated in this provision.
12.2 Language, spelling or similar errors cannot be invoked against Sinitio and can in no way create an obligation for Sinitio.
12.3 The information on the Website and within the other Services of Sinitio has been compiled by Sinitio in a careful manner and to the best of its ability. However, Sinitio is in no way liable for damage, of whatever nature, that is the result of (any) incorrect information on the Website or within the Services provided, unless there is intent or gross negligence.
12.4 Sinitio is not liable for any direct or indirect damage, including: loss of profit, missed savings, damage due to business stagnation and other consequential or indirect damage resulting from the non-performance, late or improper performance by Sinitio, as a result of the use of the Services, or the information made available on the Website, at least damage as a result of acting on the basis of that information, links to third-party websites on its Website or the use of other technical facilities.
12.5 Sinitio is also not liable for damage suffered by the Client due to shortcomings of Sinitio and/or its (non-)subordinate auxiliary persons in the execution of any Agreement concluded between the parties, unless the damage is demonstrably the direct result of intent or gross negligence on the part of Sinitio.
12.6 Sinitio is not liable for:
12.7 In all cases, the liability of Sinitio and the third parties engaged by Sinitio for damage suffered by the Client and their total obligation to pay compensation is limited to a maximum of the amount of the price stipulated for the relevant Agreement (excluding VAT).
12.8 The exclusions or limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Sinitio or its managerial subordinates.
12.9 Any liability can only arise after Sinitio has been given notice of default to remove or limit the event causing the damage, and even after a reasonable period of at least 30 days has been set for this, it has not taken any (remedial) action to that end, without prejudice to the other legal requirements for liability.
Article 13. EXPIRY PERIOD
Insofar as these General Terms and Conditions do not provide otherwise, rights of action and other powers of the Client for whatever reason towards Sinitio in connection with the provision of Services by Sinitio expire, in any case after one year after the moment when the Client became aware or could reasonably have been aware of the existence of these rights and powers. This period does not concern the possibility to submit a complaint to the designated body(s) for the handling of complaints and/or the Disputes Council.
Article 14. PROTECTION
14.1 The Client indemnifies Sinitio against any claims from third parties arising from or related to the Agreement between Sinitio and the Client, except insofar as these claims are the result of intent or gross negligence on the part of Sinitio. If Sinitio should be held liable by third parties for this reason, the Client is obliged to assist Sinitio both outside and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Sinitio is entitled, without notice of default, to do so itself. All costs and damage on the part of Sinitio and third parties arising as a result, are entirely at the expense and risk of the Client.
14.2 A ground that could give rise to a claim for compensation must be submitted to Sinitio in writing within 30 days after the Client has discovered the damage or could reasonably have discovered it, failing which the right to compensation will lapse.
14.3 The Client indemnifies Sinitio against all legal claims of third parties, as well as damages, fines, costs and interest, which are related to goods, rights, information, which the Client provides and or has kept available to Sinitio.
14.4 Participants in a Service provided by Sinitio participate at their own risk, and for their own responsibility.
Article 15. FORCE MAJEURE
15.1 Sinitio is not obliged to fulfil any obligation towards the Client as a result of force majeure within the meaning of Article 6:75 of the Dutch Civil Code if it is wholly or partly prevented or made more difficult to do so, whether or not temporarily, by a circumstance that is not due to culpable guilt, nor is it for its account under the law, a legal act or generally accepted views. Force majeure is also understood to mean all external causes, foreseen or unforeseen, on which Sinitio cannot exercise any influence, but as a result of which Sinitio is unable to fulfil its obligations. This includes strikes in the company of Sinitio or third parties. Sinitio also has the right to invoke force majeure if the circumstance that prevents (further) performance of the Agreement occurs after Sinitio should have fulfilled its obligation.
15.2 This also includes a non-culpable shortcoming of suppliers of Sinitio and or third parties that Sinitio engages for the execution of the Agreement as referred to in the previous sentence.
15.3 In the event of force majeure on the part of Sinitio , the obligations under the Agreement may be suspended during the period that the force majeure continues. If this period lasts longer than 2 months, then each of the parties is entitled to terminate the Agreement by written dissolution, without obligation to pay compensation for damage to the other party.
15.4 Insofar as Sinitio has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, Sinitio is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if there were a separate Agreement.
Article 16. INTELLECTUAL
16.1 Sinitio reserves the rights and powers that belong to it on the basis of the Copyright Act and other intellectual laws and regulations. Sinitio has the right to use the knowledge gained by the execution of an Agreement on its side for other purposes, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties.
16.2 The performance of the Service by Sinitio does not also imply the transfer of intellectual property rights that rest with Sinitio . All intellectual property rights that arise during, or arise from, the performance of the Service belong to Sinitio.
16.3 On all content and layout (including, but not limited to: texts, photos, logos, drawings, other images, sound fragments, films, data files, including the layout, and characteristic color combinations, domain names) of the Website and the other Services (including, but not limited to: education, training, courses, workshops and presentations) of Sinitio rest intellectual property rights. Use is only permitted with the permission of the rightholder.
16.3 Without the prior express and written permission of Sinitio and/or the rightholder, it is not permitted to publish, reproduce or otherwise exploit (possibly: parts of) the Website or other Services in both Dutch and translated or any other form, unless otherwise agreed.
16.4 The Client is not permitted to hand over the products referred to in the third paragraph to third parties without the prior written consent of Sinitio . This does not apply in the event that the Client wishes to obtain an expert opinion on the performance of the Services by Sinitio. In that case, the Client will impose its obligations on the basis of this article on the third parties engaged by it.
16.5 If the Client violates Sinitio’s intellectual property rights , the Client is liable for all damage that Sinitio suffers as a result of or in connection therewith.
Article 17. APPLICABLE LAW
17.1 All legal relationships to which Sinitio is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
17.2 The court in the place of business of Sinitio has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Sinitio has the right to submit the dispute to the competent court according to the law.
17.3 The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 18. CONFIDENTIALITY AND PRIVACY
18.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source within their Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
18.2 Sinitio may process personal data of the Client, as shown in Sinitio’s privacy statement.
Article 19 SPECIAL PROVISIONS OF SERVICES
19.1 With regard to the Services, the following additional provisions apply:
19.2 Sinitio always reserves the right to deviate from the order and/or the content and/or from the specified workshop or training.
19.3 In the event of force majeure on the part of Sinitio, Sinitio has the right to dissolve the Agreement in whole or in part. Force majeure is in any case understood to mean the circumstance that Sinitio is unable to provide his or her cooperation or if the agreed location or the material to be used is not available or does not meet predetermined conditions, for whatever reason.
19.4 If it has been agreed that Sinitio will provide a Service at a location to be designated by the Client, not being a location arranged by Sinitio, the Client must ensure a suitable space and sufficient and fully installed equipment and tools in accordance with the relevant equipment and tools with Sinitio. agreements made, unless otherwise agreed. In the event of negligence with regard to the provisions of this article, Sinitio is entitled to shorten the Service with the resulting loss of time or to charge the Client for the extra time spent.
19.5 The Client is permitted to take photographs (or have them taken) in consultation with Sinitio, but only if copies of these photos are sent to Sinitio by e-mail or by post. The Client hereby gives Sinitio permission to use these photos for promotional activities.
19.6 The Client is only permitted to make audio and/or video recordings after (written) permission from Sinitio in advance.
Article 20. FINAL PROVISIONS
20.1 In all cases not provided for in these provisions, the decision rests with the Sinitio.
20.2 If any provision of these General Terms and Conditions or of the underlying Agreement should be wholly or partly void and/or not valid and/or unenforceable, as a result of any statutory regulation, court ruling or otherwise, this will have no effect on the validity of all other provisions of these General Terms and Conditions or the underlying Agreement.
20.3 If any provision in the Agreement or part of the Agreement cannot be invoked in law, the remaining part of the Agreement remains unaffected, on the understanding that the provision on the part that cannot be invoked must be deemed to have been adjusted in such a way that it is possible to invoke it, whereby the intention of the parties with regard to the original provision or the original part remains as much as possible.