Article 1: Scope
Any tender submitted by IDalize New Media and all contracts concluded with IDalize New Media will be governed by these General Terms and Conditions. The general terms and conditions used by the principal do not apply, unless the parties have explicitly agreed otherwise.
Provisions contrary to these General Terms and Conditions only apply to the specific contract they were drafted for, and only apply when the parties have put them in writing.
Article 2: Conclusion of contract
All tenders (estimates and calculations included) are submitted without engagement, unless the parties have agreed otherwise.
The contract is concluded when IDalize New Media confirms, in writing, the written acceptance or assignment of the principal.
IDalize New Media may withdraw a non-committal offer within one week after having received the written acceptance of the offer.
Agreements entered into orally are only binding after written confirmation by IDalize New Media .
Article 3: Contact
The principal agrees to appoint one person in his organisation who will act as a contact for IDalize New Media. This contact has to be authorised to give information and assignments to IDalize New Media.
IDalize New Media is under no obligation to check the information obtained from the principal or third parties connected with the principal. IDalize New Media may assume the information is correct.
The contact will make sure IDalize New Media is duly supplied with all information necessary to complete the assignment. Any transgression of a deadline due to the untimely dispatch of (correct and complete) information by the principal will be for his own account and risk.
Article 4: Payment
Payment is due into IDalize New Media's bank account within thirty (30) days from date of invoice.
If the principal does not live up to his pecuniary obligations, he is in default without notification. He will owe one and a half (1.5) percent interest for every month or part of a month the payment is late. The principal will also have to pay extrajudicial collecting-charges consisting of ten (10) percent of the payment due, with a minimum of fifty (50) Euros, unless this sum is unreasonable considering the activities required.
If IDalize New Media and the principal have concluded several contracts, for which separate invoices are sent, and one of the invoices is not paid in accordance with this article, IDalize New Media may suspend her obligations under the concerning contract(s) as well as her obligations under the other contracts.
Payments to IDalize New Media are due in full and may not be settled with other accounts.
Article 5: Withdrawal of assignment
If the principal decides to withdraw the assignment, he will compensate the work already done by IDalize New Media in accordance with the fee structure agreed upon for that assignment.
Article 6: Disclaimer
IDalize New Media will exercise due care in writing and editing documents. Nevertheless, the principal is wholly responsible for the content and meaning of the documents. IDalize New Media is not liable for any damage resulting from the use of the aforementioned documents.
IDalize New Media does not concede liability for inaccuracies in the information provided by or on behalf of the principal.
Parties are not liable towards each other for consequential damages resulting from their non-performance, unless they have agreed otherwise.
Article 7: Disclosure
Parties will not disclose confidential information obtained as a result of an assignment. They will only use the information to successfully complete the commission, except when:
- ordered to disclose the information by a court or competent authority, though only after having consulted the other party as to the time and content of the disclosure;
- Corresponding with professional consultants, provided these too will be held to the provisions of this article; and
- The information concerned has already been disclosed other than through unlawful disclosure.
Article 8: Consultation
When a problem arises that is not provided for in the contract or these General Terms and Conditions, parties will consult together to reach a mutually satisfactory solution.
Article 9: Conversion
If one of the parties is converted to a(nother) legal entity, all rights and obligations under the contract and these General Terms and Conditions will pass unto the new legal entity.
Article 10: Applicable Law and Prorogation of Jurisdiction
All disputes which have arisen or which may arise in connection with any contract concluded with IDalize New Media will be governed by Dutch law. The District Court of The Hague shall have jurisdiction in all aforementioned disputes.