General Terms and Conditions Invelo Agency
tABLE OF cONTENTS:
Article 1: The contractual relationship between Invelo Agency and the client
Article 2: The nature and scope of the work
Article 3: Prices and payment conditions
Article 4: Duration, termination and dissolution of the contract
Article 5: Liability and damage
Article 6: Personnel of Invelo Agency
Article 7: Confidentiality
Article 8: Intellectual property rights
Article 9: General provisions
Article 1. The contractual relationship between Invelo Agency B.V. and the client
1. The contractual relationship between Invelo Agency and the client is always established in writing.
2. The General Terms and Conditions of Invelo Agency (the General Terms and Conditions) apply to all offers, quotations, and agreements from Invelo Agency.
3. Invelo Agency explicitly rejects the applicability of the client’s general terms and conditions to any offers/quotes made by, or contractual arrangements entered into with, Invelo Agency.
4. Agreements between Invelo Agency and the client may also be confirmed to each other digitally.
5. In the event of any contradictions or ambiguities, the following order of precedence shall apply in determining the agreements:
(1) The written agreement between Invelo Agency and the client,
(2) The underlying quotation from Invelo Agency
(3) The General Terms and Conditions
(4) The previous correspondence between the parties.
Article 2. The nature and scope of the work
- Invelo Agency shall have a best efforts obligation towards the client with respect to the provision of services, meaning that the work agreed upon shall be performed to the best of its ability. Any statements made by Invelo Agency regarding the possible results of the work are purely indicative in nature. In other words, there is no obligation to achieve a certain result and/or guarantee a certain outcome, unless this has been explicitly agreed upon with the client beforehand.
- Invelo Agency is entitled to have work carried out by third parties within the scope of the assignment. The costs related to this can only be charged after the prior consent of the client.
- The client shall pay for any work agreed outside the scope of the assignment (additional work) on the basis of subsequent calculation. Invelo Agency is not obliged to perform additional work.
Article 3. Prices and payment terms
- All prices quoted by Invelo Agency are in Euros, exclusive of sales tax (VAT) and exclusive of other levies/taxes/surcharges imposed by the government.
- All costs arising for Invelo Agency from the agreement with the client shall be for the client’s account unless agreed otherwise.
- Client agrees to electronic invoicing by Invelo Agency.
Article 4. Contract term, termination and dissolution
1. The agreement is entered into for the period stated in the agreement.
2. A fixed-term contract cannot be terminated prematurely.
3. Should the client fail to fulfill any of his obligations arising from the agreement or these general terms and conditions, or fail to do so properly or in time, as well as in the event of bankruptcy, suspension of payments, attachment, or liquidation of the client, Invelo Agency may, without any obligation to pay compensation and without prejudice to its other rights, dissolve the agreement in whole or in part or suspend further execution. In that case, all fixed costs for the remaining duration of the agreement shall be payable at once, in full, and immediately.
Article 5. Liability and Damage
- The client may hold Invelo Agency liable for performing the work agreed upon, but not for any form of compensation. The written notice of default must contain a detailed description of the shortcoming and a reasonable term of at least two weeks to remedy it.
- If Invelo Agency’s exclusion of liability for (consequential or additional) damages is overturned in court, Invelo Agency’s liability for direct damages shall under all circumstances be limited to 50% of the amount payable by the client to Invelo Agency under the agreement with a maximum of € 3,500 per business entity. Indirect damage such as consequential damage, loss of profit, lost savings, and/or damage due to business stagnation is not eligible for compensation by Invelo Agency.
- The client indemnifies Invelo Agency against possible claims by third parties, who suffer damages in connection with the execution of the agreement and of which the cause is attributable to other parties than Invelo Agency.
Article 6. Personnel of Invelo Agency
- The client is not allowed to employ or otherwise, directly or indirectly, have employees of Invelo Agency work for them as long as the contractual relationship with Invelo Agency continues, nor for one year after the end thereof. In the event of an infringement of this prohibition, the client shall forfeit to Invelo Agency an immediately payable fine of € 50,000 per infringement. If the penalty turns out not to be payable, the client shall owe Invelo Agency reasonable compensation for the costs invested in the relevant employee in connection with the placement, recruitment, and training.
- If an employee of Invelo Agency is deployed on location, the client shall ensure a safe and healthy working environment. Within this framework, the client is obliged to properly comply with all laws and regulations regarding working conditions and is obliged to ensure that the location where, and the tools and materials with which this employee performs his work under this agreement, meet all applicable safety regulations and ensure everything that can reasonably be expected of Invelo Agency to prevent the employee from suffering damage during the performance of the work.
Article 7. Confidentiality
- Parties shall treat information that they provide to each other before, during, or after the implementation of the agreement confidentially if this information is explicitly marked confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.
Article 8. Intellectual property rights
- All copyrights and other intellectual property rights regarding the services provided and/or products delivered by Invelo Agency within the scope of the agreement with the client, rest with Invelo Agency. All other intellectual property rights, in so far as they are at the free disposal of the parties, shall, in so far as the transfer can easily be affected by Invelo Agency, be transferred to the client upon first written request and against reimbursement of costs, but only if and as soon as the client has fully met its (payment) obligations under the agreement vis-à-vis Invelo Agency.
- All information and documents provided by Invelo Agency are exclusively intended to be used by the client. The client is not allowed to publish or reproduce any of the information obtained from Invelo Agency in any form whatsoever unless this has been authorized in writing by Invelo Agency.
- Invelo Agency is entitled to use the knowledge and information gained during the implementation of the work (anonymously) for other purposes.
Article 9. General Provisions
- Any legal relationship with Invelo Agency shall be governed exclusively by Dutch law.
- If any provision from the agreement with the client or the General Terms and Conditions proves to be invalid, this shall not affect the validity of the entire agreement or the General Terms and Conditions as a whole. The parties shall, in that case, lay down a new provision to replace it, which shall give shape to the original intention as far as possible