Wemarkable General Terms and Conditions of Purchase
1. The following is to be understood under these purchasing conditions: General Terms and Conditions: these general terms and conditions. These general terms and conditions of purchase are available for inspection at the office of M2company BV at John M. Keynesplein 12-46 in (1066 EP) Amsterdam and can be accessed at wemarkable.nl, and will hereafter be referred to as “Wemarkable”.
2. Wemarkable is the company and trade name, as well as the brand name of M2company BV. The latter company is a private company with limited liability, established in Amsterdam and registered with the Chamber of Commerce under number 64750566.
Application of General Terms and Conditions
3. These general terms and conditions apply to all (existing and future) agreements between clients, on the one hand, and Wemarkable, as a contractor, on the other.
4. These terms and conditions contain a number of agreements that apply to the relationship between the client and the contractor except in instances where the parties have expressly agreed in writing on other (work) agreements.
Best Effort Obligation
5. When executing the assignments appointed to it by the client, Wemarkable will observe the care of a ‘good contractor’. Unless agreed otherwise in writing, all obligations that the contractor has taken on in that context will count as best effort obligations and, in principle, as guidelines.
6. The collaboration will officially commence once the client has approved Wemarkable’s proposal or quotation in writing.
7. If the clientdoes not agree to the proposal in writing, but nevertheless agrees verbally, or gives the impression that Wemarkable is doing work that falls within the description of the services and/or products, then this assignment will be deemed accepted. This also applies where the client requests Wemarkable to perform certain activities without waiting for a formal offer.
8. The prices specified in quotations and offers are exclusive of VAT and other levies, including government costs incurred in the context of the agreement, including travel and accommodation, shipping and administration costs.
9. Wemarkable will not be bound by its quotations or offers if the client could reasonably be deemed to understand that they contain an obvious mistake or error.
10. Unless otherwise agreed, offers and quotations issued by Wemarkable will be valid for 30 (thirty) calendar days, after which they will expire.
11. Wemarkable can dissolve the assignment or agreement with the client with immediate effect if the client or Wemarkable a) goes into liquidation, b) applies for suspension of payment, c) bankruptcy has been filed or d) if the company is transferred in whole or in part, or e) is dissolved or terminated.
12. Wemarkable can dissolve the agreement with the client with immediate effect if the client acts contrary to one or more of the provisions of this agreement.
13. In the event of dissolution of the agreement pursuant to the previous articles, no right to a refund of prior payments, nor remission of the amounts still due under the agreement, will arise. Wemarkable will retain the right to full compliance with the client’s contractual payment obligation or payment of substitutional compensation.
Usability of Information
14. Each client will guarantee that the information it has supplied is correct and that it can be used without restriction by the contractor in the context of the execution of the assignment. Wemarkable will be entitled to assume that the client, by providing the relevant information, does not violate any duty of confidentiality towards third parties and that no intellectual property rights of third parties are violated by the use thereof by Wemarkable within the framework of the assignment.
15. If work is to be done in digital environments or collaboration platforms, such as Teams or Miro, this will be in the client’s work environment via the client’s account. Wemarkable will then observe the client’s safety guidelines to the greatest extent possible. The client will at all times remain responsible and liable for an adequately secured environment.
16. Wemarkable’s liability for losses incurred by the client as a result of an attributable shortcoming on the part of Wemarkable or an unlawful act committed by Wemarkable in the context of the performance of an assignment will be limited to the applicable situation and, moreover, to the agreed assignment value or, in the case of work performed under management, the fee already charged in the relevant calendar year with regard to the assignment in the context of the performance of which the liability has arisen (excluding VAT); in both cases, however, with a maximum of € 20,000 (“twenty thousand”).
Payment and Payment Term
17. Unless agreed otherwise, 50% of the budget will be charged following approval of the proposal or quotation. Payment will be made within thirty (30) days of the invoice date. After due date, the statutory interest will be charged, without notice of default being required. If payment has not been made, Wemarkable will be entitled to suspend the execution of the assignment by invoking the Plea of Uncertainty. The remaining 50% of the budget will be charged at the end of the process.
18. If the client is in default or fails in any other way to fulfil one or more of its obligations pursuant to these terms and conditions, all reasonable judicial and extra-judicial costs incurred in obtaining payment will be borne solely by the client.
Interim Termination by the Client
19. Either party will be entitled to terminate the cooperation in the interim without the need for providing a reason by written notice with due observance of a notice period of one month from the end of the calendar month. Wemarkable will thereby retain the right to payment of the fee for the work performed up to that point, the (“out of pocket”) costs incurred up to that time, as well as 50% of the remaining project budget on the grounds of the time reserved for the client.
20. Work performed by third parties on behalf of Wemarkable will in principle be for the account of (the organisation of) Wemarkable and it will not be bound to have it performed by any one or more specific persons.
21. Wemarkable will be entitled to commission third parties to perform the work unless otherwise agreed upon in writing. Articles 7:404, and 7:409 B.W. do not apply.
Publicity statements for acquisition purposes
22. Unless expressly otherwise agreed in writing between the parties, Wemarkable will be entitled to announce in publicity statements and/or for acquisition purposes that it (has) carried out assignments for the client.
Intellectual Property Rights and Retention of Title
23. All goods and documents delivered to the client will remain the property of Wemarkable until all amounts due under the agreement concluded between the parties have been paid to Wemarkable in full.
24. Unless agreed otherwise in writing, all (Intellectual) Property Rights to all materials developed and/or made available by Wemarkable in the context of the agreement will vest exclusively in Wemarkable or its licensors.
25. All Intellectual Property Rights materials supplied by the client will vest in the client. The Client hereby indemnifies Wemarkable against any claims from third parties on the grounds of the infringement of an (Intellectual Property) right derived from the data or materials originating from the Client or its end users.
26. Unless otherwise agreed in writing and, subject to the condition that the client has fulfilled its payment obligations under the agreement, the client will acquire a non-exclusive, unlimited, transferable, perpetual and sub-licensable right to the materials developed or made available by Wemarkable within the framework of the agreement and in accordance with the provisions of the agreement.
27. Unless agreed otherwise, the client will only be entitled to apply the materials for the intended use in activities within its own company or organisation.
28. The client will under no circumstances be entitled to remove or change any indication concerning Intellectual Property Rights from the materials, including indications regarding the confidential nature and secrecy of the materials.
Amendment of the Conditions
29. WWemarkable will be entitled to unilaterally amend these general terms and conditions. Wemarkable will furthermore be entitled to increase the rates annually on the basis of the annual permitted indexation and/or unforeseen market developments.
30. All amendments will also apply to agreements that have been concluded previously. Amendments will be announced to the client in writing and will take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement.
31. If the client does not agree with an amendment, it will be entitled to notify the contractor to that effect in writing until the date on which the new conditions come into effect, after which the parties will enter into consultation.
32. If the intended amendment(s) significantly negatively influence(s) the client’s work or position, the client will be entitled to terminate the agreement, provided that Wemarkable has received the notification to that effect before the date on which the amendment(s) come(s) into effect.
33. Amendments of minor importance or based on the law, and amendments to the client’s benefit can be implemented at any time.
34. Dutch law will apply exclusively to all agreements concluded with Wemarkable, including in the pre-contractual phase. Any dispute arising between Wemarkable and the client will exclusively be brought before the competent court in Amsterdam.
Versie-juli 2023 @Wemarkable