General Terms and Conditions

Definitions

In these General Terms and Conditions, the following terms shall have the meanings ascribed to them below, unless expressly stated otherwise:

General Terms and Conditions: these general terms and conditions as stated hereinafter.

Company: the Counterparty acting in the exercise of a business or profession.

BW: the Dutch Civil Code.

Engagement: All activities, in any form, performed by Digitalique for or on behalf of the Counterparty. 

Distance Service: an agreement concluded between Digitalique and the Counterparty within the framework of an organized distance service system, where, up to and including the conclusion of the agreement, one or more remote communication techniques are exclusively or partly used;

Agreement: Any agreement executed between Digitalique and the Counterparty.

Counterparty: the Company that has accepted these General Terms and Conditions and has commissioned the execution of an Assignment. 

Unless the General Terms and Conditions expressly state otherwise, when interpreting the General Terms and Conditions, the singular shall be deemed to include the plural and vice versa, and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.

Applicability

1. These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between Digitalique and the Counterparty, unless explicitly deviated from in writing by the parties.
2. These General Terms and Conditions also apply to agreements with Digitalique that require the involvement of third parties for their execution.
3. The applicability of the Counterparty's general terms and conditions is expressly rejected.
4. Deviations from the Agreement and General Terms and Conditions are only valid if explicitly agreed upon in writing between the parties. 

Quotations and/or offers

1. All quotations and/or offers, unless explicitly stated otherwise, are considered non-binding and may be revoked at any time, even if they include a period for acceptance. Offers/quotations may also be revoked in writing by Digitalique immediately upon receipt of acceptance, but no later than within two working days, in which case no agreement shall have been concluded between the parties.
2. All quotations and/or offers from Digitalique are valid for 30 days, unless otherwise specified.
3. Digitalique cannot be held to its quotations and/or offers if the Counterparty, based on principles of reasonableness and fairness and prevailing societal views, should have understood that the quotation and/or offer, or a part thereof, contained an obvious error or clerical mistake.
4. Should the acceptance, even on minor points, deviate from the offer presented in the quotation and/or proposal, Digitalique shall not be bound thereby. The Agreement shall therefore not be concluded in accordance with such deviating acceptance, unless Digitalique explicitly states otherwise.

​

Creation agreement

1. The Agreement is concluded upon the Counterparty's acceptance of Digitalique's quotation and/or offer.
2. Quotations and/or offers can only be accepted in writing (including by electronic means). Digitalique is nevertheless entitled to accept a verbal acceptance as if it had been made in writing.
3. An Agreement between the parties is concluded at the moment Digitalique receives an order confirmation from the Other Party, or at the moment Digitalique actually commences performance. 
4. This Agreement supersedes and replaces all prior proposals, correspondence, agreements, or other communications, whether written or oral.

Implementation agreement

1. Digitalique shall execute the Agreement to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship. Regarding the intended activities, Digitalique undertakes a best-efforts obligation. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
2. Digitalique determines the manner in which and by which person(s) the Assignment is executed. Digitalique is entitled to have certain work performed by third parties.
3. Digitalique is entitled to execute the Agreement in phases. Should the Agreement be executed in phases, Digitalique reserves the right to invoice each completed segment separately. If and as long as this invoice remains unpaid by the Counterparty, Digitalique is not obligated to proceed with the subsequent phase and is entitled to suspend the Agreement.
4. Digitalique is entitled to the previously announced days off, notwithstanding any minimum hours that may be stipulated in the Agreement.

Changes and additional work

1. Should it become apparent during the performance of the Agreement that an amendment or supplement is necessary for its proper execution, Digitalique shall inform the Counterparty thereof as soon as reasonably practicable. The parties shall then proceed to amend the Agreement in a timely manner and by mutual consultation.
2. Should the parties agree to amend or supplement the Agreement, the completion date of its performance may be affected. Digitalique shall inform the Counterparty thereof as soon as reasonably practicable.
3. Should any amendment or supplement to the Agreement entail financial, quantitative, and/or qualitative implications, Digitalique shall inform the Counterparty thereof in advance.
4. If a fixed rate or price has been agreed upon, Digitalique shall specify the extent to which the amendment/supplement to the Agreement impacts the rate/price. In this regard, Digitalique shall endeavor, where feasible, to provide a preliminary price estimate.
5. Digitalique shall not be entitled to levy additional costs if the modification or amendment results from circumstances attributable to Digitalique.
6. Changes to the Agreement originally concluded between the parties shall only be valid from the moment that these changes have been accepted by both parties by means of a supplementary or amended Agreement.

Obligations Counterparty

1. The Counterparty shall ensure that all data, equipment, or spaces that Digitalique indicates are necessary, or that the Counterparty could reasonably understand to be necessary for the execution of the Agreement, are made available in a timely manner. Furthermore, the Counterparty must grant Digitalique all powers and authorizations required for the proper execution of the Assignment.
2. Digitalique is not liable for damages of any kind resulting from Digitalique relying on incorrect and/or incomplete data provided by the Counterparty, unless such inaccuracy or incompleteness should have been evident to Digitalique.
3. The Counterparty must refrain from conduct that impedes Digitalique's proper execution of the Assignment.
4. Should Digitalique or third parties engaged by Digitalique perform work within the scope of the Assignment at the Counterparty's premises or a location designated by the Counterparty, the Counterparty shall provide the reasonably required facilities free of charge.
5. Should the Counterparty fail to comply with its obligations as stipulated in this article, Digitalique reserves the right to suspend the performance of the Agreement and/or to charge the Counterparty for any additional costs arising from such delay, in accordance with its customary prices or rates.

Prices

1. Unless expressly agreed otherwise in writing, the prices and rates indicated by Digitalique are always exclusive of VAT.
2. Prices and rates are exclusive of shipping, travel, accommodation, and other expenses, unless otherwise agreed.
3. Unless a price or rate has been expressly agreed upon, the price or rate shall be determined based on the actual hours expended and Digitalique's standard rates.
4. Digitalique will inform the Other Party of all additional costs in good time before concluding the Agreement or provide information on the basis of which these costs can be charged to the Other Party.
5. Should Digitalique agree upon a fixed price or rate at the conclusion of the Agreement, Digitalique shall be entitled to increase it, even if the price or rate was not originally subject to reservation.
6. Should Digitalique intend to modify the price or rate, it shall inform the Counterparty thereof as soon as reasonably possible.
7. Should the price or rate be increased within three months following the conclusion of the Agreement, the Counterparty may dissolve the Agreement by written notice, unless:
8. the increase results from an authorization or an obligation incumbent upon Digitalique pursuant to the law;
9. the increase is caused by a rise in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc., or on other grounds that were not reasonably foreseeable at the time of entering into the Agreement;
10. Digitalique is still willing to execute the Agreement based on the originally agreed terms; or
11. it has been stipulated that the execution will be performed more than three months after the conclusion of the Agreement.

​

Payment

1. Payment shall be made via bank transfer to an account designated by Digitalique, unless otherwise agreed upon.
2. Digitalique will issue an invoice for the amounts owed by the Counterparty. The payment term for each invoice is immediately following the date of the respective invoice, unless otherwise specified on the invoice or agreed upon. 
3. Invoicing occurs weekly, unless otherwise agreed upon. 
4. Digitalique and the Counterparty may agree that payment shall be made in installments proportionate to the progress of the work. If payment in installments has been agreed upon, the Counterparty must pay according to the terms and percentages stipulated in the Agreement.
5. Objections regarding the invoice amount do not suspend the Counterparty's payment obligation.
6. The Counterparty is not authorized to deduct any amount from the sum due on account of a counterclaim asserted by them. 
7. In the event of non-payment or delayed payment, the Counterparty shall be in default by operation of law, without prior notice of default. The Counterparty shall then owe the statutory commercial interest from the date on which payment became due until the day of full settlement, with interest for a portion of a month being calculated as for a full month.
8. Any payment made by the Counterparty shall primarily be applied to all outstanding interest and costs, and subsequently to overdue invoices that have been outstanding the longest, even if the Counterparty states that the payment pertains to later invoices.
9. Should the Counterparty be in default or fail to timely perform its obligations, all reasonable extrajudicial costs incurred to obtain satisfaction shall be borne by the Counterparty.
10. With regard to extrajudicial (collection) costs, Digitalique is entitled to compensation of 15% of the total outstanding principal amount, with a minimum of €250 for each invoice that has not been paid in full or in part.
11. In the event of bankruptcy, suspension of payments, liquidation, general attachment of assets, death, or guardianship, Digitalique's claims and the Counterparty's obligations towards Digitalique become immediately due and payable.
12. Any reasonable legal and enforcement costs incurred shall also be borne by the Counterparty. 

​

Complaints

1. The Counterparty must inspect the Assignment at the time of execution, but in any event within 7 days after execution, to ascertain whether the executed Assignment conforms to the Agreement. 
2. Complaints must be reported to Digitalique in writing within 7 days of completion of the Assignment.
3. The right to (partial) refund of the price, replacement, or compensation shall lapse if the complaint is not reported within the stipulated period, unless the nature of the Assignment or the circumstances of the case dictate a longer period.
4. The payment obligation shall not be suspended if the Counterparty notifies Digitalique of the complaint within the stipulated period.

Force majeure and unforeseen circumstances

1. A shortcoming cannot be attributed to Digitalique or the Counterparty, as the shortcoming is not due to their fault, nor is it attributable to them by virtue of law, legal act, or prevailing views in society. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
2. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is legally and jurisprudentially defined, all external causes, whether foreseen or unforeseen, over which Digitalique has no influence and which prevent Digitalique from fulfilling its obligations.
3. Force majeure on the part of Digitalique shall in any case include: 
4. strikes;
5. traffic disruptions;
6. government measures that prevent Digitalique from fulfilling its obligations in a timely or proper manner;
7. riots, unrest, war;
8. traffic obstructions;
9. labor shortage;
10. Extreme weather conditions;
11. brand; 
12. import, export, and/or transit prohibitions; and/or
13. any circumstance impeding the normal course of business, as a result of which Digitalique cannot reasonably be expected by the Counterparty to fulfill the Agreement.

​

Termination agreement

1. The parties may terminate the Agreement at any time by mutual consent. 
2. The parties may terminate the Agreement in writing during the term with a notice period of 30 days. 
3. The parties may terminate the Agreement with immediate effect in writing in the event of: 
4. application for or grant of a suspension of payments to the other party; 
5. application for bankruptcy by or declaration of bankruptcy of the other party; or
6. liquidation of the other party or non-temporary cessation of the other party's business. 
7. In the event of dissolution of the Agreement, Digitalique's claims against the Counterparty shall become immediately due and payable. Should Digitalique suspend the performance of obligations, it shall retain its rights under law and the Agreement. Digitalique shall always reserve the right to claim damages.

Liability

1. Digitalique is only liable for direct damages resulting from gross negligence or willful misconduct by Digitalique, and not exceeding the amount disbursed by the insurer to Digitalique, or up to a maximum of the invoice amount or €1,000, if the invoice amount exceeds €1,000.
2. Direct damage is understood to mean exclusively:
3. reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
4. reasonable costs incurred to bring Digitalique's defective performance into line with the Agreement, insofar as these can be attributed to Digitalique; or
5. reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in the General Terms and Conditions.
6. Digitalique is never liable for indirect damages, including consequential damages, loss of profit, missed savings, damages due to business interruption, damages resulting from the Counterparty's provision of inadequate cooperation and/or information, damages due to non-binding information or advice provided by Digitalique, the content of which does not explicitly form part of the Agreement, and all damages not classified as direct damages within the meaning of these general terms and conditions.
7. Digitalique is never liable for errors in materials provided by the Counterparty, or for misunderstandings or errors concerning the execution of the Agreement if these originate from actions of the Counterparty, such as the untimely or incomplete provision of accurate and clear data/materials.
8. Digitalique is never liable for errors if the Counterparty has previously given approval, or has been given the opportunity to perform a check and has indicated no need for such a check.
9. The limitations of liability stipulated in this article are also agreed upon for the benefit of third parties engaged by Digitalique for the execution of the Agreement.
10. Digitalique is not liable for damage or loss of documents during transport or postal shipment, irrespective of whether the transport or shipment is carried out by or on behalf of Digitalique, the Counterparty, or third parties.

​

Confidentiality

1. Both parties are bound by an obligation of confidentiality concerning all proprietary information acquired from one another or from alternative sources within the scope of this Agreement. Information shall be deemed confidential if explicitly designated as such by the disclosing party or if its inherent nature dictates confidentiality. The recipient of confidential information shall restrict its utilization exclusively to the specific purpose for which it was disclosed.
2. Should Digitalique be obligated, pursuant to a statutory provision or a judicial ruling, to disclose confidential information to third parties designated by law or the competent court, and Digitalique cannot invoke a statutory right of privilege or one recognized or permitted by the competent court in this respect, then Digitalique shall not be liable for damages or indemnification, and the Counterparty shall not be entitled to dissolve the Agreement on account of any damage arising therefrom. 
3. Notwithstanding the foregoing, Digitalique is authorized to include the name of the Other Party in a list of business relations, which is published on the website or via other communications to third parties, unless otherwise agreed.

Indemnification

1. The Counterparty shall indemnify Digitalique, to the extent permitted by law, against liability towards one or more third parties arising from and/or related to the execution of the Agreement, irrespective of whether the damage was caused or inflicted by Digitalique or by its auxiliary persons, auxiliary resources, or the executed Assignment. 
2. Additionally, the Counterparty indemnifies Digitalique, to the extent permitted by law, against all third-party claims related to any infringement of their intellectual property rights.
3. The Counterparty is always obliged to make every effort to mitigate damages.
   
   

Intellectual ownership

1. All intellectual property rights to all products, materials, analyses, designs, software, documentation, advice, reports, quotations, (electronic) information, as well as preparatory material thereof (collectively the 'IP Material'), developed or made available in the context of the execution of the Agreement, shall exclusively vest in Digitalique or its licensors. 

2. The Counterparty shall only acquire any rights and powers regarding the IP Material that arise from the Agreement and/or are explicitly granted in writing. 
3. The Counterparty is not permitted to transfer any acquired right or authority pertaining to the IP Material to third parties without the prior written consent of Digitalique.
4. The Counterparty is not permitted to remove or alter any indication of intellectual property rights, such as copyrights, trademark rights, or trade names, from the IP Material. 

5. Any exploitation, reproduction, use, or disclosure by the Counterparty of the Intellectual Property Material beyond the scope of the Agreement or granted rights and authorizations shall constitute an infringement of Digitalique's intellectual property rights. 
6. There will be no infringement of intellectual property rights if the Counterparty has received explicit written consent from Digitalique for the exploitation, reproduction, use, or disclosure of the IP Material that falls outside the scope of the Agreement or granted rights and powers. 
7. All Intellectual Property (IP) Material developed by Digitalique for the execution of the Agreement may be used by Digitalique for its own promotional purposes, unless otherwise agreed with the Counterparty.


Privacy

1. Digitalique respects the privacy of the Counterparty. Digitalique processes all personal data provided to it in accordance with applicable legislation, particularly the General Data Protection Regulation. The Counterparty consents to this processing. To protect the Counterparty's personal data, Digitalique implements appropriate security measures. 
2. Digitalique uses the Counterparty's personal data exclusively for the purpose of executing the Agreement or processing a complaint.
3. For more information about privacy, please refer to the privacy page on the Digitalique website.

Expiration date

For all claims and/or powers that the Other Party has against Digitalique and/or against any third parties engaged by Digitalique, a limitation period of one year applies, contrary to the statutory limitation periods, from the moment that a fact occurs that the Other Party can use these rights and/or powers against Digitalique and/or any third parties engaged by Digitalique.

Transfer

1. The Counterparty is not permitted to transfer any rights and obligations arising from the Agreement to third parties without having obtained prior written consent from Digitalique.
2. Digitalique is entitled to attach conditions to this consent. 

​

Aftermath

The provisions of the General Terms and Conditions and the Agreement, which are expressly intended or by their nature meant to remain in force even after the termination of this Agreement, shall subsequently remain in effect and continue to bind both parties.

​

Other

1. Any deviations from these General Terms and Conditions can only be agreed upon in writing. No rights can be derived from such deviations with regard to subsequently established legal relationships.
2. Digitalique's administration serves, barring proof to the contrary, as evidence of the requests made by the Counterparty. The Counterparty acknowledges that electronic communication can serve as evidence.
3. Should any provision of the General Terms and Conditions and the Agreement be declared null and void or be annulled, the remaining provisions of these General Terms and Conditions and the Agreement shall remain in full force and effect. Digitalique shall then establish a new provision to replace the null and void/annulled provision, ensuring that the intent of the null and void/annulled provision is observed to the greatest extent possible.
4. The place of performance of the Agreement shall be deemed to be the location where Digitalique is established.

Applicable law and forum selection

1. All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, shall in all respects be governed by Dutch law.
2. All disputes between Digitalique and the Counterparty, arising from an Agreement and/or the General Terms and Conditions, or from agreements resulting therefrom, shall initially be settled by the competent court of the District Court of Amsterdam.

​

Click here to visit the Central Government website for further insights into general legal frameworks, rights, and obligations.

2025 - Digitalique