This is an English translation of Verbleif's general terms and conditions, provided for your convenience. In the event of any discrepancy, the Dutch version prevails.
These General Terms and Conditions apply to all (Digital) Services provided by Verbleif. Verbleif B.V. is located at Jeverweg 2-4, 9723 JE Groningen, The Netherlands, and is registered with the Dutch Chamber of Commerce under number 95486712, VAT number NL867150075B01.
Article 1: Definitions
In these General Terms and Conditions the following definitions apply, both in the singular and the plural.
1.1 General Terms and Conditions: The present general terms and conditions, hereinafter referred to as General Terms and Conditions, regardless of the form in which they are made known (on paper and electronically).
1.2 (Digital) Services: All work and other activities that are the subject of any negotiation, offer, quotation, Agreement or other (legal) act in the relationship between Verbleif and the User.
1.3 User: The (legal) person to whom Verbleif's offer is directed, with whom Verbleif has concluded an Agreement or for whose benefit the (legal) act is/will be performed.
1.4 Verbleif: The company registered in the commercial register under number 95486712 under the trade name Verbleif, hereinafter referred to as “Verbleif”, and/or third parties engaged by it.
1.5 Agreement: Any obligation between Verbleif and the User.
Article 2: Applicability
2.1 The General Terms and Conditions apply to and form part of all negotiations, offers, quotations, Agreements and other (legal) acts, whether made orally, in writing, electronically or in any other form, concerning the supply by Verbleif of (Digital) Services for the benefit of the User.
2.2 The General Terms and Conditions also apply to Agreements that Verbleif has concluded in whole or in part with third parties, as well as to Agreements that are supplied to the User by a third party on behalf of Verbleif in performance of the offer, quotation, agreement or other (legal) act.
2.3 Verbleif expressly rejects the applicability of any general terms and conditions of the User.
2.4 If a provision of the Agreement(s) concluded between Verbleif and the User conflicts with the General Terms and Conditions, the provisions of the Agreement(s) shall prevail.
2.5 If and to the extent that any provision of the General Terms and Conditions, or part of a provision, is declared null and void or is annulled, the remaining provisions, or the remaining part of the (annulled) provision, of the General Terms and Conditions shall remain in full force. Verbleif and the User shall then consult with each other about a new provision to replace the null and void/annulled provision, observing as far as possible the purport of the null and void/annulled provision.
2.6 These General Terms and Conditions replace any previously applicable General Terms and Conditions. When these General Terms and Conditions are amended, the amended version forms part of every Agreement existing between the parties, unless the User notifies Verbleif in writing within five working days of receipt of the amended version, or within five working days of the moment at which the User could reasonably have become aware of the amended version, that it does not agree with the amended version. In that latter case, the original General Terms and Conditions, as they applied before the amendment took place, shall continue to form part of every Agreement then existing between the parties – and to be concluded later.
Article 3: Formation of agreements
3.1 Through Verbleif's website, the User registers for one of the forms of the (Digital) Service offered there, at the stated conditions and prices.
3.2 An Agreement is definitively formed if and to the extent that Verbleif confirms the performance of the (Digital) Services in writing – by email or post.
3.3 The User must check the details stated in the written confirmation and notify Verbleif in writing of any corrections within no more than 8 days of receipt of the confirmation.
3.4 Verbleif expressly reserves the right not to accept a User for any reason whatsoever and will notify the User of this as soon as possible.
3.5 Deviations from the General Terms and Conditions and from the Agreements concluded between Verbleif and the User are only valid if they have been expressly confirmed in writing by Verbleif and the User, or if Verbleif performs the amended Agreement.
3.6 Where the Agreement(s) have been concluded by Verbleif with more (legal) persons than the User, all those (legal) persons are jointly and severally liable for all obligations arising from the Agreement(s).
Article 4: Cooling-off period
4.1 For Digital Services that are not supplied on a physical medium, the right of withdrawal or rescission lapses if the User has explicitly confirmed to Verbleif that it agrees to the download or use within the 14-day rescission period and the User waives its right of withdrawal or rescission.
Article 5: Performance of the agreement and term
5.1 Verbleif will perform the Agreement to the best of its insight and ability and in accordance with the requirements of good workmanship.
5.2 If and to the extent that proper performance of the Agreement requires this, Verbleif has the right to have certain work performed by third parties.
5.3 The Agreement is entered into for an indefinite period, unless the parties expressly agree otherwise.
Article 6: Prices and payment
6.1 All stated prices and rates are in euros, unless stated otherwise in writing.
6.2 All stated prices and rates are – unless stated otherwise in writing – exclusive of turnover tax (VAT) and inclusive of any other government-imposed levies, as well as exclusive of travel and accommodation costs and costs of third parties.
6.3 Payment will be made in the manner(s) indicated by Verbleif during the ordering process.
6.4 The date of payment is the date on which Verbleif has received the amount in its bank account.
6.5 The User authorises Verbleif to perform all acts necessary to enable payment to be made by the payment method chosen by the User.
6.6 For payment by bank transfer, different rates may apply for administrative reasons than for payment by direct debit.
6.7 Verbleif accepts no responsibility or liability whatsoever for services provided by third parties in connection with the payment to be made by the User. The User is responsible for this itself and any conditions applied by the relevant third party shall apply in the legal relationship between the User and the third party. There is only a technical option on Verbleif's website to link such services so that the payment process runs more easily, without this entailing any responsibility or liability for Verbleif.
6.8 Verbleif reserves the right to adjust agreed prices for the (Digital) Services during the term of the Agreement. This adjustment is communicated to the User and if the User does not agree to this price increase, the (Digital) Service may be terminated by cancellation – with a notice period of one month.
6.9 All payments made by the User serve primarily to settle any interest and (collection) costs incurred by Verbleif and/or engaged third parties, and subsequently to settle the oldest outstanding invoice(s).
6.10 If, after concluding the Agreement, Verbleif becomes aware of circumstances giving good grounds to fear that the User will not fully meet its obligations – including after Verbleif has performed an order in whole or in part – Verbleif has the right to demand advance payment of the price and/or to demand that the User provide sufficient security for the performance of its (further) payment obligation(s) within a period to be determined by Verbleif and in the manner indicated by Verbleif. As long as the required advance payment has not been made or the required security has not been provided, Verbleif is not obliged to (further) perform any Agreement, without this giving rise to any obligation for Verbleif to compensate damage and/or owe a penalty.
6.11 If the User has not paid within the agreed period, it is in default by operation of law. In that case, without further demand or notice of default, the User owes interest on the invoiced amount of 3% per month (whereby part of a month is counted as a whole month) from that moment until the date of full payment, or the statutory (commercial) interest if this is higher, all without prejudice to the further rights to which Verbleif is entitled.
6.12 If Verbleif proceeds to collection, the User will, in addition to the amount due, also be obliged to fully reimburse the actual extrajudicial and judicial costs incurred, including all costs charged by third parties, relating to the collection of the claim or otherwise safeguarding its rights, the amount of which is set at no less than 15% of the principal sum plus interest, increased by the VAT due.
6.13 Verbleif is entitled to cease or suspend access to the (Digital) Services if timely payment is not made.
6.14 If the Agreement is dissolved after a failure on the part of the User, or an attributable failure on the part of Verbleif, has occurred and after a reasonable period for remedy has been offered, this does not release the User from any payment obligation in respect of (Digital) Services already supplied by Verbleif, unless Verbleif is in default in respect of that particular (Digital) Service. The User is obliged to immediately meet its payment obligation, with compensation of both judicial and extrajudicial costs, damage and interest.
Article 7: Accessibility
7.1 Verbleif will make every effort to ensure the availability and accessibility of the (Digital) Services. However, Verbleif expressly grants no guarantee of undisturbed use and/or unhindered access to the (Digital) Services, without prejudice to its best-efforts obligation to achieve this as far as possible. Except in the case of fault or gross intent, the User has no right to a refund of (part of) the price due or any form of compensation if the (Digital) Service is temporarily inaccessible or unreachable.
7.2 The User acknowledges and agrees that Verbleif will need to carry out (technical) maintenance and update work with some regularity. Efforts will be made to carry this out as far as possible without the User experiencing any inconvenience, but this cannot be entirely ruled out.
Article 8: Risk and liability
8.1 The User is responsible and liable for the use and (allowing the) use of the supplied (Digital) Services. Verbleif is never liable and the User indemnifies Verbleif against any accidents and/or damage arising from the use of the supplied (Digital) Services.
8.2 Verbleif is never liable for any indirect damage of the User or third parties, including consequential damage (such as damage due to lost profit, additional deployment of personnel, delay damage), immaterial damage and/or business damage.
8.3 Verbleif is not liable for damage, of any nature whatsoever, arising because Verbleif relied on incorrect and/or incomplete data provided by the User, even if the User was unaware of this incorrectness and/or incompleteness.
8.4 Verbleif is never liable for any direct and indirect damage caused by hacking by third parties.
8.5 Verbleif maintains its own software, which is hosted at server location(s). The data of the software package is separated across various servers in order to limit the risk of failure as far as possible and to guarantee the highest possible uptime. Verbleif is in no event liable for damage, of any nature whatsoever, caused by server failures or the software package being offline or unreachable.
8.6 Verbleif is not liable for damage, of any nature whatsoever, arising from programming errors.
8.7 Furthermore, Verbleif is never liable for viruses and the like that cause damage to the hardware or software of the User or other users.
8.8 Verbleif's liability towards the User – on whatever grounds – is limited to the sum of the Agreement, or the sum of that part of the Agreement to which the liability relates. In all cases, liability is limited to the amount that Verbleif's liability insurance pays out in the relevant case, increased by the applicable deductible.
8.9 If Verbleif uses (non-)subordinates in the performance of the Agreement, Verbleif's liability is, in addition to what is otherwise determined in these General Terms and Conditions, limited to liability for its own actions and/or omissions by Verbleif and its (non-)subordinates. Verbleif is not liable for damage resulting from the actions and/or omissions of its subordinates and non-subordinates, where such actions and/or omissions qualify as intent and/or gross negligence.
8.10 Except in the case of intent and/or gross negligence on the part of Verbleif, the User will indemnify Verbleif against all claims by third parties, on whatever grounds, in respect of compensation for damage, costs or interest relating to the use of the supplied (Digital) Services.
Article 9: Responsible use
9.1 The User accepts full responsibility for the content and use of the software package.
9.2 Verbleif reserves the right to disable the software package temporarily or permanently in the event of a breach of the General Terms and Conditions.
9.3 The User authorises Verbleif to access the software package at any time – without prior written consent – for technical support, to carry out maintenance work or to verify whether the use is in accordance with what has been agreed.
9.4 The User will ensure that the software package contains no material whose existence, content, use or distribution is erotic, pornographic, contrary to public decency, vulgar, obscene, hurtful, insulting, indecent, threatening, coarse, defamatory, improper, party-political, politically extremist, illegal, fraudulent or misleading in nature, or which promotes such material or conduct, whether or not by means of hyperlinks.
9.5 The User agrees here and now that Verbleif will pass on all data that may relate to illegal activities to the competent authorities without first notifying the User of this (in writing) or requesting consent for this.
9.6 The User will refrain from breaching or infringing any provision of prevailing laws and regulations, (indirect) spamming, trolling, mailbombs, hacking or causing any other kind of nuisance.
9.7 The User bears full responsibility for the access credentials and the (in)direct consequences of unauthorised use. The User will ensure that logins and passwords remain strictly confidential.
Article 10: Failure and force majeure
10.1 There is no failure on the part of Verbleif if the User is already failing in the performance of its obligation, or if there is force majeure on the part of Verbleif.
10.2 In these General Terms and Conditions, force majeure means any circumstance independent of Verbleif's will – even if it was foreseeable at the time the Agreement was formed – that permanently or temporarily prevents performance of the Agreement, as well as – to the extent not already included – war, threat of war, civil war, strike, transport difficulties, power failure, computer failures, riot, illness of personnel and all external causes, whether foreseen or not, over which Verbleif can exert no influence.
10.3 In the event of force majeure or a failure, Verbleif has the right to dissolve the Agreement in whole or in part without judicial intervention, or to suspend its performance, without Verbleif being liable for any compensation.
10.4 If the period of force majeure has lasted longer than 60 consecutive days, the User has the right to dissolve the Agreement out of court, without Verbleif being obliged to compensate any damage the User suffers as a result of that dissolution. Verbleif is entitled to payment by the User for all (Digital) Services supplied to the User up to the time of dissolution.
Article 11: Cancellation, suspension and dissolution of the Agreement
11.1 Insofar as the Agreement concluded between Verbleif and the User is a continuing performance agreement, both parties are entitled to terminate the Agreement in the interim, provided the cancellation is made in writing and with reasons. Cancellation must observe a reasonable notice period of at least one month.
11.2 If Verbleif has well-founded fear that the User will not – or at least not correctly – perform the Agreement, Verbleif is entitled, without notice of default and without judicial intervention, either to suspend the performance of these Agreement(s) for a maximum of 6 months, or to dissolve them in whole or in part, without it being liable for any compensation or guarantee and without prejudice to the further rights to which it is entitled. During the suspension Verbleif is entitled, and at the end of it obliged, to choose between performance or a full or partial dissolution of the suspended Agreement(s).
11.3 In the event of suspension pursuant to the previous paragraph, the sum of the part of the Agreement already performed by Verbleif becomes immediately due and payable, less the payments already made.
11.4 If, after the period of suspension, the Agreement is nonetheless performed or is dissolved, the User is obliged to compensate the damage suffered and costs incurred by Verbleif.
11.5 Verbleif is entitled to dissolve the Agreement or to terminate further performance of the Agreement, all without prejudice to Verbleif's right to claim compensation, in the following cases:
- if, after concluding the Agreement, circumstances that have come to Verbleif's attention give Verbleif good grounds to fear that the User will not meet its obligations;
- if Verbleif asked the User upon concluding the Agreement to provide security for performance and this security is not provided or is insufficient;
- in the event of liquidation, bankruptcy or suspension of payment of the User.
In the above cases, Verbleif's claims against the User are immediately due and payable.
Article 12: Intellectual and/or industrial property rights
12.1 All intellectual and/or industrial property rights in all (Digital) Services supplied and/or developed pursuant to the Agreement and/or (legal) act rest exclusively with Verbleif. The User only obtains the rights of use and powers granted under these General Terms and Conditions or otherwise expressly. The User does not obtain the right, and is prohibited, to imitate, copy, reproduce, translate, adapt, modify or reconstruct the delivered items.
12.2 Images and drawings provided by Verbleif remain at all times the property of Verbleif and, at Verbleif's first request, their use must be ceased immediately.
12.3 Verbleif shall in no event be obliged to make available to the User the source codes with which the software package is built.
12.4 The User receives a licence to use the software package and the associated web app and app. The licence applies exclusively to use by the User itself or by (legal) persons who take over or continue the User's activities in such a way that they can to that extent be identified with the User. Use of the licence by third parties is not permitted, except after written consent from Verbleif.
12.5 The User is not permitted to remove or alter any indication regarding copyrights, trademarks, trade names or other intellectual and/or industrial property rights.
12.6 The User is only permitted to publish visual material of Verbleif after written consent from Verbleif.
12.7 Verbleif will indemnify the User against any legal claim against the User based on the assertion that (Digital) Services developed and/or supplied by Verbleif itself infringe an intellectual and/or industrial property right valid in the Netherlands. The first sentence of this paragraph only applies on condition that the User informs Verbleif in writing without delay about the existence and content of the legal claim and leaves the handling of the matter, including the conclusion of any amicable settlements, entirely to Verbleif. To this end the User will provide the necessary powers of attorney, information and cooperation to Verbleif, so that Verbleif can defend itself against these legal claims, if necessary in the name of the User.
12.8 Verbleif reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is thereby disclosed to third parties.
Article 13: Confidentiality
13.1 Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from another source in the context of their Agreement. Information is deemed confidential if it has been communicated as such by the other party or if this follows from the nature of the information.
Article 14: Other provisions
14.1 Where the User fails in the performance of any of the obligations arising from the General Terms and Conditions and/or the Agreement, the User forfeits to Verbleif, without any notice of default being required, for each failure a penalty of € 5,000.00 (in words: five thousand euros) as well as a penalty of € 500.00 (in words: five hundred euros) for each day that the failure continues, without prejudice to Verbleif's right – in deviation from Article 6:92 of the Dutch Civil Code – to instead claim full compensation plus costs and interest, to demand performance and/or to exercise the other rights of Verbleif arising from the General Terms and Conditions and/or Agreement.
14.2 In the event that Verbleif is involved in legal proceedings as the defendant by the User and the User is found to be in the wrong and/or the User's claim is dismissed or only partially awarded, all costs of legal assistance, both in and out of court (by whomever provided), shall be entirely for the account of the User.
14.3 Dutch law applies to all negotiations, offers, quotations, Agreements and other (legal) acts between Verbleif and the User, regardless of the place where the Agreement is performed. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded.