1. Definitions and applicability
In these terms, Contractor refers to Ayka Group BV, established in Deventer. Client refers to the natural or legal person entering into an agreement with Contractor.
These terms apply to all offers, quotes, assignments and agreements of Contractor, unless agreed otherwise in writing. General terms of Client are expressly rejected.
2. Offers and quotes
All offers and quotes by Contractor are non binding and valid for thirty days from the date of issue, unless stated otherwise. Prices exclude VAT, travel and accommodation expenses, unless stated otherwise.
3. Formation and amendment of the agreement
An agreement is concluded when Client accepts a quote or order confirmation in writing or electronically.
Changes or additions are only valid when agreed in writing. Additional work is invoiced separately based on the agreed rates.
4. Execution and SLA
Contractor performs the work to the best of its knowledge and ability and in accordance with the standards of good craftsmanship. For maintenance and service assignments, the provisions of the agreed Service Level Agreement apply, including response and restore times, availability and reporting.
Client ensures timely provision of all required information, access to locations and the presence of authorised personnel at agreed times.
5. Rates and payment
Invoicing takes place as set out in the agreement, in principle monthly for ongoing services and on completion for project assignments. The payment term is thirty days from invoice date, unless agreed otherwise.
If payment is not made on time, Client is in default by operation of law and owes the statutory commercial interest as well as extrajudicial collection costs. Contractor is entitled to suspend performance until full payment has been received.
6. Time frames
Time frames stated by Contractor are indicative, unless it has been expressly agreed in writing that a deadline is final. Exceeding a time frame does not automatically entitle Client to compensation or termination.
7. Liability
Contractor,s liability is limited to the amount paid out by its commercial liability insurer in the case at hand. If no payment is made, liability is limited to the invoice amount of the relevant assignment over the last twelve months.
Contractor is not liable for indirect damages, including consequential loss, lost profit, missed savings and business interruption.
8. Force majeure
Force majeure also includes strikes, transport disruptions, supply problems at suppliers, weather conditions, government measures and disruptions in telecommunications or energy supply. In case of force majeure, parties are entitled to suspend performance without any liability.
9. Intellectual property
All intellectual property rights on designs, documents, drawings, software and methods developed or provided by Contractor remain exclusively with Contractor. Use by Client is limited to the agreed purpose.
10. Confidentiality
Parties undertake to keep confidential all confidential information received from each other in the context of the agreement. This obligation remains in force after termination of the agreement.
11. Termination
Agreements for a fixed term end by operation of law on expiry of the agreed term. Ongoing agreements can be terminated in writing by either party, observing a notice period of three months, unless agreed otherwise.
12. Governing law and disputes
All agreements between Contractor and Client are exclusively governed by Dutch law. Disputes are submitted in first instance to the competent court in the district where Contractor is established.