General terms and conditions
The articles in Chapter I (General provisions) apply to all agreements that Lex Digitalis enters into with her Clients. Chapter II contains the specific provisions regarding the various services Lex Digitalis provides to her Clients. Lex Digitalis has its registered office in The Hague. These terms and conditions are registered at the Chamber of Commerce.
I – General provisions
Article 1 – Definitions
In the agreements of Lex Digitalis and these general terms and conditions, the following concepts will have the meaning as described in this article:
Lex Digitalis: The private companies with limited liability Lex Digitalis interim BV and Lex Digitalis BV, acting under the name Lex Digitalis; with offices in (2496 ND) The Hague at the Torenvalklaan 57.
Principal: The person who, directly or through the intermediary of a third party, has entered into an agreement with Lex Digitalis concerning the provision of services by Lex Digitalis, in the broadest sense of the word.
Party/parties: Lex Digitalis, or the Client.
Staff: The natural and legal persons who are charged by Lex Digitalis with the execution of the order. This includes both the people working for Lex Digitalis on the basis of an employment contract and the third party or parties engaged by Lex Digitalis.
Contract: the written agreement, in which Lex Digitalis commits herself to perform the activities defined in the written agreement.
Quotation: the quotation or offer drawn up by Lex Digitalis, in which she indicates what the Contract to be performed consists of, as well as the amount(s) to be paid by the Client;
Agreement: the Agreement to perform an Order, as agreed upon between the Parties;
Article 2 – Applicability
2.1 These general terms and conditions apply to all offers and Contracts of Lex Digitalis, whether or not recorded in writing, and to each offer or Contracts that builds upon, or results from an earlier concluded Contract to which these general terms and conditions have been declared applicable, unless agreed otherwise in writing.
2.2 When Lex Digitalis provides services to clients of the Client, for or on behalf of the Client, the Client is obliged to apply these General Terms and Conditions in its agreements with these clients without restrictions. The Client shall indemnify Lex Digitalis against any claims from third parties arising from the Client’s non-compliance with this provision.
2.3 Lex Digitalis does not accept the general terms and conditions of the Client or any third party and explicitly rejects them, unless these general terms and conditions have been accepted by Lex Digitalis in writing, either completely or partially.
2.4 Lex Digitalis reserves the right to add to or change these general terms and conditions.
a. Additions and/or changes also apply to already concluded Agreements, whereby a period of 30 days is observed after notification to the Client, but only if the relevant Agreements are intended to provide services during a period of 12 (twelve) months or longer.
b. Lex Digitalis will seriously consider reported objections of Client within this period, and may withdraw or modify the relevant changes based on these objections. Client has the right to terminate the Agreement by the end of this period, if Lex Digitalis passes an objection.
Article 3 – Realization of the Order
3.1 The offers made by Lex Digitalis are without engagement, unless agreed upon otherwise in writing, stating a deadline. Lex Digitalis may adjust the fee in the period between the acceptance of the quotation by the Client and the drawing up of the Contract based on it. If the Client does not agree with this adjustment, the Order is considered not to have been established. Until Lex Digitalis has signed an Order to that effect, Lex Digitalis can never be obliged by the Client to perform services.
3.2 Lex Digitalis shall prepare the Contract in duplicate and send it signed to the Client. The contents of the Contract shall replace any agreements previously made between the parties, orally or in writing, as part of the agreement, unless the parties agree otherwise in writing.
3.3 The Client and Lex Digitalis are bound to the contents of an Contract after it has been signed for approval by the Client and received back and confirmed by Lex Digitalis, or after the Client has shown, by actions or omissions, to agree with the contents of the aforementioned Contract confirmation.
3.4 Amendments and/or supplements to the Contract shall only be binding upon the parties if they have been agreed upon in writing.
Article 4 – Duty of confidentiality
4.1 Parties shall treat information provided by the other Party before, during or after the execution of the Contract as confidential if such information is designated as confidential or if the recipient knows or should reasonably suspect that the information was intended to be confidential. The Client shall in any case treat the contents of the Quotation as confidential.
4.2. In case Lex Digitalis needs to become acquainted with confidential data during the execution of the Order, the Principal is responsible, when providing Lex Digitalis Personal data or other confidential data to omit or make unreadable as much as possible and to transfer the confidential data to Lex Digitalis in a secure way. This is without affecting Lex Digitalis’ obligation to treat any confidential information provided to it as confidential and to secure it appropriately.
4.3 Any obligation of confidentiality shall cease to apply at the moment the information is available from public sources. Furthermore, a Party shall be entitled to make confidential information available to governmental authorities if required to do so by law or authorized order. In that case, the Party will inform the other Party as soon as possible. The obligations under this article will continue to exist after termination of the Agreement for whatever reason, for as long as the Party providing the information can reasonably claim the confidential nature of the information.
Article 5 – Prices and rates
5.1 All prices and rates charged by Lex Digitalis are exclusive of VAT and exclusive of any other governmental levies, unless expressly agreed otherwise in writing.
5.2 Lex Digitalis reserves the right to adjust prices and fees during the Order, if she is confronted with changes in her cost structure as a result of generally applicable government measures. In this case, the adjusted rate will be charged to the Client from the moment of change.
5.3 The Client cannot derive any rights from an agreed price or rate for subsequent Contracts or Contracts that build on the existing Contract or that arise from it.
5.4 Expenses made in the execution of the Order shall be charged to the Client.
5.5 Lex Digitalis reserves the right to periodically adjust prices and rates for current Engagements (in accordance with the CBS price index for business services).
Article 6 – Invoicing and payment
6.1 Lex Digitalis shall monthly invoice in advance 50% of the amount that the Client is expected to be indebted per month in the context of the Order, except in the case of a recruitment & selection order. The remaining amount due shall then be invoiced at the end of the month in question. Any agreements deviating from this shall only apply if laid down in the Engagement Agreement.
6.2 Payment of the invoices must take place within fourteen days after date of invoice, net, into a bank account to be indicated by Lex Digitalis.
The Customer is not entitled to set off his payment obligation to Lex Digitalis with any claim of the Customer on Lex Digitalis, on any account.
6.3 Objections concerning the invoice must be made by the Customer to Lex Digitalis in writing, stating the reasons, within 14 days after the date of the invoice.
6.4 If the Customer does not pay or does not pay on time, or does not meet any obligation of the Customer, Lex Digitalis is entitled to suspend or stop the execution of the Order and/or to dissolve the Order by means of an extra-judicial declaration, without affecting the right of Lex Digitalis to claim compliance or compensation of the damage suffered by the Customer as a result of the suspension or dissolution.
6.6 If an invoice of Lex Digitalis has not been paid within the term referred to in paragraph 2 of this article, the Customer shall be due an interest of 1% per calendar month on the outstanding amount, or, if higher, the statutory interest, after expiry of that term and without a proof of default or summons being necessary. Part of a calendar month shall in this connection be deemed to be a full calendar month.
6.7 In the event of Customer’s liquidation, (imminent) bankruptcy or suspension of payments, the obligations of Customer will become immediately due and payable.
6.8 All costs of collection, including the full costs of legal assistance, both in and out of court, by whomever provided, will be fully at the expense of the Principal. The compensation concerning extrajudicial costs amounts to: 20% of the indebted principal sum if it is smaller than or equal to € 1.500,- and 15% of the indebted principal sum if it is larger than € 1.500,-. These costs will, as soon as Lex Digitalis has called in legal assistance, or as soon as the claim for collection has been passed on to a third party, be charged to and owed by the Customer, without any further proof. The foregoing does not affect the right of Lex Digitalis to charge higher costs, if what was calculated on the basis of the above percentages, does not cover the costs.
Article 7 – Force Majeure
7.1 Lex Digitalis is entitled to suspend the execution of the Order, or to abandon the Order altogether, at her own discretion, if she is unable to fulfil her obligations under the Order in time, either in part or in full, as a result of force majeure, depending on the circumstances. The Client shall not be entitled to compensation if a case of force majeure arises.
7.2 Illness, accident or death of a Lex Digitalis employee is considered to be force majeure for Lex Digitalis. Apart from the provisions in article 6:75 of the Dutch Civil Code, any circumstance that has arisen outside the will and action of Lex Digitalis, which is of such a nature that the execution of the Order cannot reasonably be expected from Lex Digitalis.
7.3 In cases of force majeure, Lex Digitalis is obliged, with due observance of the rules of good faith, to consult with the Client about taking measures and limiting the damage for the parties involved, or to arrange for replacement of the employee within a reasonable period of time.
Article 8 – Duration and premature termination
8.1 The Contract is entered into for either the agreed duration or until the work is completed, or for an indefinite period. The Contract shall automatically end by the mere expiry of the agreed duration, the completion of the work or so much earlier on the grounds of interim termination, as described below.
8.2 The Contract for an indefinite period can only be terminated by both parties in writing with due observance of a period of 2 months.
8.3 Termination of the Contract on the ground of non-performance may take place after a proper and written notice of default has been sent to the other party, whereby the opportunity is given to remedy the default or shortcoming.
8.4 The Contract may be dissolved by Lex Digitalis with immediate effect for the future by means of a written notification without prior notice of default if:
– The Client accountably fails to comply with any obligation incumbent upon him;
– If Client is granted suspension of payment (temporarily or otherwise) or Client is declared bankrupt, Client submits a request for application of a debt rescheduling scheme or Client is placed under guardianship or administration;
– attachment of goods or assets at the expense of the Principal takes place in respect of substantial debts and this attachment is maintained for longer than one month;
– Client ceases all or part of its business operations or otherwise liquidates or substantially changes or transfers its business operations to a third party without the prior written consent of Lex Digitalis.
8.5 In case of dissolution of the Contract pursuant to the preceding paragraph of this article, Lex Digitalis shall never be held to any compensation or payment towards the Client, without affecting Lex Digitalis’ right to full compensation for non-compliance with its obligations by the Client.
8.6 All payments indebted by the Client to Lex Digitalis shall become immediately due and payable in their entirety, if Lex Digitalis dissolves the Order pursuant to this article.
Article 9 – Liability
9.1 Lex Digitalis’ total liability for professional errors in the execution of the Order is limited to compensation of direct damage, up to a maximum amount equal to the relevant invoice amount for that part of the Order to which the liability relates. In no case, the total compensation for damages per year shall exceed the maximum amount paid by the professional liability insurer of Lex Digitalis. Compensation of indirect damage and/or consequential damage is excluded.
9.2 In case of a wrongful act of Lex Digitalis or one of her employees for which Lex Digitalis can be held liable, Lex Digitalis shall only be liable for compensation of damages caused by death or physical injury and of damages caused by intent or gross negligence. In these cases, the compensation shall in no case exceed € 300.000,- (three hundred thousand euro) per damaging event, whereby a series of connected events shall be considered as one event. Compensation for indirect damage and/or consequential damage is excluded.
9.3 Lex Digitalis excludes from liability any damage caused by insufficient or incorrect information supplied by or on behalf of the Customer.
9.4 The Customer is only entitled to compensation of damage, if the Customer reports the damage in writing to Lex Digitalis as soon as reasonably possible.
9.5 Lex Digitalis only accepts legal and contractual obligations for compensation of damage, as far as this is apparent from this article.
Article 10 – Competition with respect to employees
10. The Client is not allowed to enter into an agreement, directly or indirectly, during the start-up and execution of the Order as well as within a period of twelve months afterwards, which involves the performance of legal activities by a (former) staff member of Lex Digitalis with whom he has been in contact within the framework of the Contract. This under penalty of a fine of Euro 50.000,- (Fifty thousand Euro) to be paid to Lex Digitalis.
Article 11 – Intellectual property rights
11.1 All copyrights and any other possible rights of intellectual or industrial property as well as similar rights (rights to protect databases, neighbouring rights), information and or performances, concerning or related to goods or products delivered or made available to the Customer by Lex Digitalis, or activities or services performed for the benefit of the Customer or third parties, exclusively belong to Lex Digitalis, unless otherwise follows from the law.
11.2 All documents provided are exclusively intended to be used by the Client for the purpose for which they have been provided. Documents may not be shared or made public by the Client without Lex Digitalis’ prior consent, unless the nature of the documents dictates otherwise.