General Terms and Conditions of Next Learning Valley
These general terms and conditions apply to all assignments granted to Next Learning Valley.
Article 1. Definitions
1.1 In these terms and conditions, the following definitions shall apply:
NLV: NeXTLearningValley B.V., located at Liessentstraat 9A in Uden, registered in the trade register under number 61580848.
Customer: the opposing party of NLV.
Agreement or Assignment: the agreement to supply products / the agreement to provide services.
Products: the products and services offered by NLV.
Article 2. Applicability
2.1 These General Terms and Conditions apply to all agreements between the Customer and NLV, or their successors in title, as well as to all resulting and/or related agreements, and to all offers and/or quotations made by NLV.
2.2 The applicability of general terms and conditions of the Customer is expressly rejected by NLV.
2.3 These Terms and Conditions also apply to all agreements with NLV, the performance of which requires the involvement of third parties.
2.4 If one or more provisions of these General Terms and Conditions are invalid or set aside, the other provisions of these General Terms and Conditions will remain fully applicable. In that case NLV and Customer will consult in order to agree on new provisions to replace the void or voided provisions, taking into account the purpose and purport of the original provision if and to the extent possible.
2.5 Any provisions varying from these Terms and Conditions will be effective only if and to the extent that NLV has expressly confirmed them to the Customer in writing. Unless expressly agreed otherwise in writing, such deviations from or additions to the General Terms and Conditions shall relate only to the relevant Agreement.
2.6 NLV reserves the right to amend these General Terms and Conditions in the interim. The amended General Terms and Conditions will then also apply to the existing Agreement between the Customer and NLV. Any amendments will be announced in writing in advance, stating the effective date.
Article 3. Offer / quotation
3.1 NLV may make offers or quotations. The offers and/or quotations made by NLV are without obligation; they are valid for 30 days after they are issued, unless indicated otherwise. NLV is bound by the offers or quotations only if the Customer confirms acceptance thereof in writing within 30 days, unless otherwise indicated.
3.2 The prices in the said offers and quotations are exclusive of VAT and other government levies and are stated in euros as standard, as well as exclusive of costs to be incurred in the context of the agreement, including administration costs, unless otherwise indicated.
3.3 Offers or quotations do not automatically apply to future Assignments.
3.4 NLV is entitled to make price and/or rate changes.
3.5 The offer contains standard packages. Obvious mistakes or obvious errors in the offer do not bind the NLV (e.g. when the price is clearly much too low or does not correspond to the price in the market). In addition to standard packages, customization is always possible.
Article 4. Establishment of the Agreement.
4.1 The Agreement is concluded when the order confirmation or quotation signed by NLV and the Customer is returned to NLV. The order confirmation is based on the information provided by the Customer to NLV at that time. The order confirmation is deemed to accurately and fully represent the Agreement. NLV is free to prove that the agreement was concluded in any other manner.
4.2 If the order is given verbally, or if the order confirmation has not yet been signed and returned, the order will be deemed to have been formed under these General Terms and Conditions at the time that NLV starts performing the order at the Customer's request.
4.3 If the Customer places an order with NLV, the Agreement is not concluded until NLV accepts it in writing or begins to perform the order.
Article 5. Implementation
5.1 Implementation is the supervision and training of the Customer and the provision of access to the Software and the realization of necessary technical links and data migration.
5.2 Implementation takes place during the first phase of the agreement.
5.3 In case of delayed implementation, the Customer does not have the right to refuse a license.
Article 6. Prices and payment
6.1 Prices are fixed in the agreement. Costs arising from any additional work will be charged on a directional basis.
6.2. Invoicing shall be on an annual prepayment basis. The payment period is 30 days.
6.3 Objections to the amount of invoices, or complaints do not suspend the Client's payment obligation.
6.4 If the Customer fails to pay an instalment, NLV is entitled to suspend the work or delivery until the invoice/(partial) payment due has been paid. The provisions of the preceding sentence do not affect NLV's right to compensation for costs and damage.
6.5 If the agreement is entered into by two Customers, they are jointly and severally liable for the payment of the amounts due insofar as the work/delivery was performed on behalf of the joint Customers.
6.6 The Customer shall not be permitted to set off amounts owed by it to NLV against any amounts it believes it has from NLV on any account whatsoever.
6.7 In the event of liquidation, bankruptcy, attachment, receivership or suspension of payments of the Customer, NLV's claims against the Customer are immediately due and payable.
6.8 NLV reserves the right to change prices and rates in the event of unforeseen circumstances. Amended prices and rates will apply - unless otherwise agreed in writing - from the moment they are introduced by NLV.
Article 7. Interest and (collection) costs.
7.1 If Customer defaults on payment, Customer shall be in default by operation of law, without further notice of default. Customer shall then owe statutory interest or statutory commercial interest. The interest on the amount due and payable shall be calculated from the day the Customer is in default until the day of payment in full.
7.2 If after the expiry of the first payment period, as mentioned in Article 7.1, the Customer has not or not fully complied with the payment obligation, NLV will send the Customer a written reminder for payment of the outstanding amount within a second period of 7 days.
7.3 After the expiry of the first and second terms of payment, as mentioned in paragraphs 1 and 2, the payment obligation has not been fulfilled, or has not been fulfilled in full, the extrajudicial collection costs, in addition to the statutory commercial interest already due, shall be due from the day on which they are due. The amount of the collection costs shall be at least 12% of the invoiced amount with a minimum of €250 for legal entities and entrepreneurs.
7.4 If NLV incurred higher costs, which were reasonably necessary, such costs will also be eligible for reimbursement.
Article 8. Termination, suspension and dissolution
8.1 An Agreement cannot be cancelled.
8.2 The Agreement cannot be terminated prematurely.
8.3 NLV is entitled to suspend performance of the obligations and license or to terminate the Agreement if:
- the Customer does not or does not fully comply with the obligations under the Agreement.
- after the Agreement was concluded, circumstances come to NLV's knowledge that give good reason to fear that the Customer will not fulfill the obligations. If there is good reason to fear that the Customer will only partially or improperly fulfill the obligations, suspension is only permitted to the extent justified by the failure.
8.4 NLV will be entitled to dissolve the Agreement or have it dissolved if circumstances arise which are of such a nature that performance of the Agreement cannot possibly be required or can no longer be required according to standards of reasonableness and fairness, or if any other circumstances arise which are of such a nature that unamended maintenance of the Agreement can no longer reasonably be expected.
8.5 If the Agreement is terminated, NLV's claims against the Customer are immediately due and payable. If NLV suspends performance of its obligations, it shall retain its claims under the law and the Agreement.
8.6 NLV always retains the right to claim damages.
Article 9. Liability
9.1 If NLV should be liable, such liability is limited to what is regulated in this article.
9.2 If the Customer proves that he has suffered damage as a result of an act or omission of NLV, which would have been avoided in the event of careful and competent action (breach of contract or wrongful act), NLV will be liable for the damage up to a maximum of once the last invoice amount.
9.3 NLV shall at all times be entitled to prevent or reduce, to the extent possible, any loss suffered or incurred by the Customer.
9.4 Damage is exclusively understood as damage to persons, damage to property and direct property damage.
9.5 NLV will never be liable for indirect damage, including consequential damage, lost profits, intangible damage and missed savings.
9.6 The limitations of liability for damage contained in these Terms and Conditions do not apply if the damage is due to intent or equivalent gross negligence on the part of NLV's manager/management.
9.7 NLV does not guarantee the correct and complete transmission of the content of an e-mail message sent, nor its timely receipt.
9.8 NLV is not liable for loss of any kind whatsoever because NLV relied on incorrect and/or incomplete information provided by the Customer, unless NLV should have been aware of such inaccuracy or incompleteness.
9.9 If telecommunication facilities, including the Internet, are used in the performance of the Agreement, the Customer is responsible for the adequate security and virus protection of its computer and other systems. NLV is never liable in this regard and the Customer indemnifies NLV in full against any claims in that regard, even if the Customer has adjusted the security and protection level on NLV's instructions or if virus protection is provided and/or installed by NLV.
9.10 The Customer undertakes to indemnify NLV against any loss suffered by it and/or claims resulting from the Customer's improper use of the products and/or advice given by NLV under this Agreement.
9.11 The limitations of liability set forth in this Article are also stipulated for the benefit of persons or third parties engaged by NLV, who therefore have direct recourse to the limitations of liability as a result.
Article 10. Warranties and defects
10.1 NLV provides warranty to the extent included in the SLA.
10.2 The Customer must report complaints about invoices to the NLV in writing within 14 days of the invoice date.
10.3 If the Customer does not report defects or complaints within the aforementioned deadlines, his right to complain about the relevant invoice shall lapse.
10.4 A complaint does not suspend the Customer's payment obligation.
Article 11. Force Majeure
11.1 NLV is not obliged to comply with any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to fault, nor for its account under the law, a legal act or generally accepted practice.
11.2 In these General Terms and Conditions, force majeure means, in addition to its definition in the law and in case law, illness on the part of NLV, strikes, or on the part of persons or third parties engaged by NLV, as well as all external causes, whether foreseen or unforeseen, over which NLV has no control, but which prevent NLV from being able to perform its obligations, such as in any case, but not limited to, fire, terrorism, interruptions or malfunctions of electricity and/or the Internet, delays at intermediaries or on the road, pandemic.
11.3 NLV is entitled to suspend its obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than three months, either party is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
Article 12. Intellectual property
12.1 All copyrights and other intellectual or industrial property rights to the Software, websites, data files, documentation, designs, descriptions, drawings, models, budgets and calculations or other materials such as analyses, documentation, reports, quotations, as well as preparatory materials thereof, developed or made available under the Agreement, are held exclusively by NLV.
12.2 All rights of intellectual property relating to the NLV's communications and advertising, including the Website, are vested in the NLV.
12.3 Both parties must respect intellectual property of third parties and each other. If the Customer becomes aware of any infringement by third parties, it must notify NLV.
12.4. NLV is permitted to take technical measures to protect the Software or for agreed restrictions on the duration of the right to use the Software. The Customer is not permitted to remove or circumvent any such technical measure.
12.5 The Customer is not permitted to edit, copy, duplicate or otherwise distribute the Software, unless editing is possible through the CSS module.
Article 13. Indemnification
13.1 The Customer shall indemnify NLV, its subordinates and auxiliary persons against claims of third parties relating to intellectual property rights to materials or data provided by the Customer.
13.2 Customer indemnifies NLV against any claims of third parties, who suffer damage in connection with the performance of the Agreement and which is attributable to Customer.
13.3 The Customer indemnifies NLV against claims by third parties for damage caused by the Customer having provided NLV with incorrect or incomplete information.
13.4 The Customer indemnifies NLV against all claims of third parties - including any shareholders, directors, supervisory directors and staff of NLV, as well as affiliated legal entities and companies and others involved in the organization of NLV - arising from or relating to NLV's work on behalf of the Customer.
13.5 The Customer also indemnifies NLV against third-party claims in which NLV is held to be a co-perpetrator with the Customer.
Article 14.Customer Obligations.
14.1 Customer must guarantee the security of the system (devices, hardware and software and, where applicable, the cloud provided).
14.2 When using devices or other hardware, the Customer shall provide each device or hardware with a virus scanner. NLV is not responsible for any damage caused to the Customer by viruses. In addition, the Customer warrants that all devices, hardware, equipment, software, software and other operating resources that he uses are validly acquired and used by him. He has all rights to these and indemnifies NLV in this regard.
14.3 The Customer is responsible for the content on the platform. If harmful content is posted on the platform, the Customer is responsible for the consequences and resulting damages.
Article 15. Processing personal data.
15.1 NLV processes personal data in accordance with the General Data Protection Regulation (hereinafter: AVG).
15.2 NLV may engage third parties. These third parties may process personal data in the capacity of (sub)processor.
15.3 NLV has taken adequate technical and organizational measures to secure personal data against loss or unlawful use.
15.4 The Customer or a data subject may request access to the data that NLV processes about the requester in question. In addition, the Customer may request NLV to correct or delete such data. After the request, NLV will provide an overview of the personal data within four weeks. The request can be made in writing to the address of NLV. If there are inaccuracies in the registered personal data, NLV would like to receive a request to correct or delete the data. NLV may charge a statutory fee for the request for statement.
15.5 NLV will only provide personal data to third parties if there is a statutory duty to do so or if it arises from the Agreement or on the basis of consent. The Customer is responsible for providing the personal data correctly and in accordance with legislation.
Article 16. Due date
16.1 To the extent not otherwise provided for in these General Terms and Conditions, claims and other powers of the Customer on any grounds whatsoever against NLV in connection with the performance of work by NLV will lapse in any event one year after the moment the Customer became aware or could reasonably have become aware of the existence of such rights and powers.
Article 17. Applicable law and disputes.
17.1 Dutch law applies to any Agreement and/or related events between the Customer and NLV. In the event of any dispute, the court having jurisdiction in the district where NLV has its place of business is competent, unless the cantonal court has jurisdiction. Nevertheless, NLV is entitled to submit the dispute to the court with jurisdiction under the law.
17.2 The applicability of the Vienna Sales Convention is expressly excluded to the extent necessary.
General delivery terms and conditions - Next Learning Valley