General Terms and Conditions
Terms and Conditions Inveskills
Version 1.0, April 14th 2020.
1. Inveskills: PieterPower, established in Utrecht under Chamber of Commerce nr. 65410483.
2. Customer: the person with whom Inveskills has entered into an agreement.
3. Parties: Inveskills and client together.
4. Consumer: a customer who is also an individual and acts as a private person.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Inveskills.
2. Parties can only deviate from these terms and conditions if they have expressly agreed this in writing.
3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
1. All prices used by Inveskills are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices on which Inveskills uses for its products or services, on its website or which are otherwise made known, can be changed at any time by Inveskills.
3. Increases in the cost prices of products or parts thereof, which Inveskills could not foresee at the time the offer was made or the agreement was concluded, may give rise to price increases.
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
5. The price relating to a service is determined by Inveskills on the basis of the hours actually spent.
6. The price shall be calculated in accordance with Inveskills’ usual hourly rates, valid for the period in which it performs the work, unless a different hourly rate has been agreed.
7. If parties have agreed on a total amount for a service provision by Inveskills, this shall always be a guide price, unless parties have explicitly agreed in writing on a fixed price from which it is not possible to deviate.
8. Inveskills is entitled to deviate up to 10% from the target price.
9. If the target price is going to be more than 10% higher, Inveskills shall inform the client in good time why a higher price is justified.
10. If the guide price is more than 10% higher, the client has the right to cancel the part of the order that exceeds the guide price increased by 10%.
11. Inveskills has the right to adjust the prices annually.
12. Prior to its entry into force, Inveskills will communicate price adjustments to the customer.
13. The consumer has the right to terminate the agreement with Inveskills if he does not agree with the price increase.
Payments and term of payment
1. Inveskills may require a down payment of up to 50% of the agreed amount when entering into the agreement.
2. Subsequent payments must be made by the customer within 7 days after delivery of the product.
3. Payment terms are considered to be firm payment terms. This means that if Client has not paid the agreed amount by the last day of the payment term at the latest, he shall be in default and in default by operation of law, without Inveskills having to send or serve notice of default on Client.
4. Inveskills reserves the right to make a delivery subject to immediate payment or to demand a security for the total amount of the services or products.
Consequences of not paying on time
1. If Client does not pay within the agreed term, Inveskills shall be entitled to charge interest of 1% per month from the day Client is in default, whereby part of a month shall be counted as a whole month.
2. In addition, if Client is in default, he shall owe Inveskills extrajudicial collection costs and any compensation for damages.
3. The collection costs are calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the client fails to pay on time, Inveskills may suspend its obligations until the client has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the Client, Inveskills’ claims against the Client shall be immediately due and payable.
6. If client refuses to cooperate in the execution of the agreement by Inveskills, he is still obliged to pay the agreed price to Inveskills.
Right of advertising
1. As soon as Customer is in default, Inveskills shall be entitled to invoke the right of complaint with respect to the unpaid products delivered to Customer.
2. Inveskills invokes the right of advertising by means of a written or electronic communication.
3. As soon as Customer has been informed of the invoked right of complaint, Customer shall immediately return the products to which this right relates to to Inveskills, unless parties agree otherwise.
4. The costs of retrieving or bringing back the products shall be borne by the customer.
Right of withdrawal
1. A consumer can terminate an online purchase during a 14-day cooling-off period without giving a reason, provided that:
• the product has not been used
• it’s not a product that can spoil quickly, such as food or flowers
• it is not a product specially made or adapted for the consumer
• it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.).
• the seal is still intact in the case of data carriers with digital content (DVDs, CDs, etc.).
• the product is not a travel, transport ticket, catering order or form of leisure activity
• the product is not a loose magazine or newspaper
• it does not concern (an order for) emergency repairs
• the consumer has not waived his right of withdrawal
2. The cooling-off period of 14 days referred to in paragraph 1 shall commence:
o on the day after the consumer has received the last product or part of 1 order
o as soon as the consumer has received the first product with a subscription
o as soon as the consumer has purchased a service for the first time
o as soon as the consumer has confirmed that he is going to purchase digital content over the Internet
3. Consumers can exercise their right of withdrawal via [email protected], if desired using the withdrawal form which can be downloaded from the website of Inveskills, https://www.inveskills.com/.
4. The consumer is obliged to return the product to Inveskills within 14 days after stating his right of withdrawal, failing which his right of withdrawal will lapse.
5. The costs for returns will only be borne by Inveskills if the complete order is returned.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement under the law, Inveskills shall reimburse these costs to the Consumer within 14 days after receipt of the timely appeal to the right of withdrawal, provided that the Consumer has returned the product to Inveskills in a timely manner.
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any
obligation arising from this agreement.
Right of retention
1. Inveskills may invoke its right of retention and in that case retain client’s products until client has paid all outstanding invoices in respect of Inveskills, unless client has provided sufficient security for those costs.
2. The right of retention also applies on the basis of previous agreements from which Client still owes payments to Inveskills.
3. Inveskills shall never be liable for any damage the client may suffer as a result of using his right of retention.
Unless client is a consumer, client waives his right to set off a debt to Inveskills against a claim against Inveskills.
Retention of title
1. Inveskills shall remain the owner of all products delivered until such time as the customer has fulfilled all his payment obligations towards Inveskills on the basis of any agreement concluded with Inveskills, including claims relating to failure to fulfil obligations.
2. Until then, Inveskills may invoke its retention of title and repossess the goods.
3. Before ownership is transferred to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Inveskills invokes its retention of title, the agreement shall be deemed dissolved and Inveskills shall be entitled to claim damages, loss of profit and interest.
1. Delivery takes place as long as stocks last.
2. Delivery shall take place at Inveskills, unless parties have agreed otherwise.
3. Products ordered online will be delivered to the address indicated by the customer.
4. If the agreed amounts are not paid or are not paid on time, Inveskills shall be entitled to suspend its obligations until the agreed part has been paid.
5. In the event of late payment, there is default of creditors, with the result that the client cannot invoke a late delivery to Inveskills.
1. The delivery times stated by Inveskills are indicative and, if exceeded, shall not entitle Client to dissolution or compensation, unless parties have explicitly agreed otherwise in writing.
2. The delivery time starts when the customer has completed the (electronic) ordering process and received an (electronic) confirmation from Inveskills.
3. Exceeding the stated delivery time shall not entitle Customer to compensation, nor shall it entitle Customer to dissolve the agreement, unless Inveskills is unable to deliver within 14 days of being reminded to do so in writing or the parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs are for the account of the customer, unless parties have agreed otherwise.
Packaging and shipping
1. If the packaging of a delivered product has been opened or damaged, Customer shall have theforwarder or deliveryman make a note of this before accepting the product, failing which Inveskills cannot be held liable for any damage.
2. If Client arranges for transport of a product himself, he shall report any visible damage to products or the packaging to Inveskills prior to transport, failing which Inveskills cannot be held liable for any damage.
1. The customer undertakes to adequately insure the following items and to keep them insured against,among other things, fire, explosion and water damage as well as theft:
o goods delivered which are necessary for the performance of the underlying contract
o Inveskills items present at the customer’s premises
o goods delivered under retention of title
2. At Inveskills’ first request, the client shall make the policy of these insurances available for inspection.
1. If the customer orders products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs as a result of premature or delayed purchase of products will be entirely at the expense of the customer.
1. When parties have entered into an agreement of a service-based nature, it only contains effort obligations, not result obligations, for Inveskills.
2. The warranty with respect to products only applies to defects caused by faulty manufacture, construction or material.
3. The warranty does not apply in the case of normal wear and tear and damage resulting from accidents, modifications made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, is transferred to the customer at the moment they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who takes delivery of the product for the customer.
Execution of the agreement
1. Inveskills executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
2. Inveskills has the right to have (part of) the agreed service provision carried out by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the client’s responsibility that Inveskills can start executing the agreement in a timely manner.
5. If Client has not ensured that Inveskills can commence the execution of the agreement on time, the resulting extra costs and/or extra hours shall be for Client’s account.
Provision of information by the customer
1. The client shall make all information, data and documents relevant to the correct execution of the agreement available to Inveskills on time and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and in so far as requested by Customer, Inveskills shall return the relevant documents.
4. If Client does not make available, does not make available on time or does not make available the information, data or documents reasonably required by Inveskills, and the execution of the agreement is delayed as a result, then the resulting extra costs and extra hours shall be for Client’s account.
Duration of the agreement
1. If a contract has been entered into for a definite period of time, it will be tacitly converted into an agreement for an indefinite period of time at the end of the period, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 month then the agreement ends by operation of law.
2. If the parties have agreed on a period within the term of the agreement for the completion of certain work, this is never a deadline. If this term is exceeded, Client must give Inveskills written notice of default.
1. Inveskills retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) to all designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, models, etc., unless parties have agreed otherwise in writing.
2. Client may not copy the said intellectual property rights (or have them copied), show them to third parties and/or make them available to third parties or use them in any other way without prior written permission from Inveskills.
1. The client keeps any information he receives (in whatever form) from Inveskills secret.
2. The same applies to all other information concerning Inveskills of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its distribution could cause damage to Inveskills.
3. The customer shall take all necessary measures to ensure that the information referred to in paragraphs 1 and 2 is also kept secret.
4. The confidentiality obligation described in this article does not apply to information:
o which was already in the public domain before the customer learnt of this information or which subsequently became public without this being the result of a breach of the customer’s duty of confidentiality
o which is made public by the customer on the basis of a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, it will forfeit an immediately payable fine for each violation on behalf of trade name.
• if the other party is a consumer, this fine amounts to € 1,000
• if the other party is a legal person, this fine amounts to € 5,000
2. In addition, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that the infringement continues.
3. Forfeiture of this fine does not require prior notice of default or legal proceedings. There is also no need for any form of damage.
4. Forfeiture of the fine referred to in the first paragraph of this article shall not affect Inveskills’ other rights, including its right to claim damages in addition to the fine.
Client shall indemnify Inveskills against all claims from third parties relating to the products and/or services supplied by Inveskills.
1. Customer shall examine a product or service provided by Inveskills for any shortcomings as soon as possible.
2. If a product delivered or service provided does not meet what Customer could reasonably expect from the agreement, then Customer shall inform Inveskills thereof as soon as possible, but in any case within 1 month after discovery of the shortcomings.
3. Consumers must inform Inveskills of this within 2 months at the latest after discovery of the shortcomings.
4. The client will provide as detailed a description as possible of the shortcoming, so that Inveskills is able to respond adequately.
5. The customer must prove that the complaint relates to an agreement between the parties.
6. If a complaint relates to work in progress, this shall in any case not result in Inveskills being obliged to perform work other than that agreed upon.
Notice of default
1. Customer shall notify Inveskills of any notice of default in writing.
2. It is the client’s responsibility that a notice of default actually reaches Inveskills (on time).
Customer joint and several liability
If Inveskills enters into an agreement with several clients, each of them shall be jointly and severally liable for the full amounts due to Inveskills under that agreement.
1. Inveskills shall only be liable for any damage suffered by Customer if and insofar as such damage was caused by intent or deliberate recklessness.
2. If Inveskills is liable for any damage, it shall only be liable for direct damage resulting from or related to the execution of an agreement.
3. Inveskills is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If Inveskills is liable, this liability shall be limited to the amount paid out by a (professional) liability insurance taken out, and in the absence of (full) payment of the damage amount by an insurance company, the liability shall be limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Any right of client to compensation from Inveskills shall in any case lapse 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming on the part of Inveskills in the fulfilment of any obligation towards the client cannot be attributed to Inveskills in a situation independent of the will of Inveskills, as a result of which the fulfilment of its obligations towards the client is wholly or partly prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of Inveskills.
2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to – a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); default and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, Internet, computer and telecoms disruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure occurs as a result of which Inveskills is unable to fulfil one or more obligations towards the client, those obligations shall be suspended until Inveskills is able to fulfil them again.
4. From the moment that a situation of force majeure has lasted for at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
5. Inveskills does not owe any (compensation) compensation in a situation of force majeure, not even if it enjoys any advantage as a result of the force majeure situation.
Amendment of the Agreement
If, after the conclusion of the contract for its performance, it appears necessary to amend or supplement its content, the parties shall, in good time and by mutual agreement, amend the contract accordingly.
Amendment of general terms and conditions
1. Inveskills is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance may be made at any time.
3. As far as possible, Inveskills will discuss major changes in content with the client in advance.
4. Consumers are entitled to terminate the contract in the event of a material change to the general terms and conditions.
Transfer of rights
1. Customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Inveskills.
2. This provision shall be deemed to have effect under property law as referred to in Section 3:83(2) of Book 3 of the Dutch Civil Code.
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this shall not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what Inveskills had in mind when drawing up the terms and conditions on that point.
Applicable law and competent court
1. Any agreement between the parties shall be governed exclusively by Dutch law.
2. The Dutch court in the district where Inveskills has its registered office / practice / keeps its office is exclusively competent to take cognizance of any disputes between parties, unless the law imperatively prescribes otherwise.
Drawn up on 13 April 2020.