General terms and conditions

Article 1 – Definitions

1. Sky Networks B.V., established in Rijswijk, KvK number 75383438, is referred to in these general terms and conditions as service provider.
2. The other party of service provider is referred to as client in these general terms and conditions.
3. The parties are service provider and client together.
4. Agreement means the agreement to provide services between the parties.

Article 2 – Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of service provider.
2. Deviation from these conditions is only possible if expressly agreed in writing by the parties.
3. The agreement always contains effort obligations for service provider, not result obligations.

Article 3 – Payment

1. Invoices must be paid within 14 days of the invoice date unless otherwise agreed between service provider and client.
2. Payments shall be made without any recourse to suspension or set-off by transferring the amount due to the bank account number specified by service provider.
3. If the customer does not pay within the agreed period, he shall be in default by operation of law, without any reminder being necessary. From that moment service provider is entitled to suspend the obligations until client has fulfilled his payment obligations.
4. If the principal remains in default, the service provider shall proceed to collection. The costs relating to such collection shall be for the principal’s account. When the client is in default, he owes statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider in addition to the principal sum. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
5. In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, service provider’s claims against the principal are immediately due and payable.
6. If the client refuses to cooperate with the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 – Offers and tenders

1. Service provider’s offers are valid for at most 10 days, unless a different period of acceptance is specified in the offer. If the offer is not accepted within that period, the offer expires.
2. Delivery times in offers are indicative and if exceeded do not entitle the client to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree this explicitly and in writing.

Article 5 – Prices

1. The prices stated on offers, quotations and invoices of service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.
2. The prices of goods shall be based on the cost prices known at that time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or entering into the agreement, may result in price increases.
3. With regard to services, the parties may agree on a fixed price when the agreement is concluded.
4. If no fixed price has been agreed, the rate relating to the provision of services may be determined on the basis of the hours actually spent. The rate shall be calculated according to the service provider’s usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
5. If no rate based on hours actually worked has been agreed, a guide price for the services will be agreed, in which case the service provider is entitled to deviate up to 10%. If the guide price will be more than 10% higher, service provider shall inform client in time why a higher price is justified. In that case, the client is entitled to cancel part of the order that exceeds the guide price plus 10%.

Article 6 – Price indexation

1. The prices and hourly rates agreed when entering into the agreement are based on the price level applied at that time. Service provider has the right to adjust the fees to be charged to client annually per 1 January.
2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.

Article 7 – Provision of information by the client

1. Client shall make all information relevant to the execution of the order available to service provider.
2. The client is obliged to provide all information and documents that the service provider believes it needs for the correct execution of the order in time and in the desired form and manner.
3. The client guarantees the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the order does not dictate otherwise.
4. Client shall indemnify service provider for any damage in any form resulting from failure to comply with the provisions of the first paragraph of this article.
5. If and to the extent requested by the customer, service provider shall return the relevant documents.
6. If the client does not, not in time or not properly provide the data and documents required by the service provider and the execution of the order is therefore delayed, the resulting additional costs and additional fees shall be borne by the client.

Article 8 – Cancellation of assignment

1. The client is free to terminate the order to service provider at any time.
2. If the client withdraws the assignment, the client is obliged to pay the wage due and expenses incurred by service provider.

Article 9 – Execution of the agreement

1. Service Provider shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Service Provider has the right to have work performed by third parties.
3. Performance shall be by mutual agreement and after written agreement and payment of any agreed advance.
4. It is the client’s responsibility that service provider can start the assignment on time.

Article 10 – Contract duration

1. The agreement between the customer and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If, within the term of the agreement, the parties have agreed on a term for the completion of certain work, this shall never be a deadline. If this period is exceeded, the client must give the service provider written notice of default.

Article 11 – Modification of the agreement

1. If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties shall adapt the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. Service provider shall inform the client as soon as possible.
3. If the change or supplement to the agreement has financial and/or qualitative consequences, service provider shall inform client in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the service provider shall indicate the extent to which the change or supplement to the agreement results in an increase of this fee.

Article 12 – Force majeure

1. In addition to the provisions in article 6:75 of the Civil Code, a service provider’s failure to fulfil any obligation towards the client cannot be attributed to the service provider in case of a circumstance independent of the service provider’s will, as a result of which the fulfilment of its obligations towards the client is fully or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be demanded from the service provider. Such circumstances shall include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
2. If a situation as referred to above arises as a result of which the service provider cannot fulfil its obligations to the principal, those obligations shall be suspended for as long as the service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the agreement in full or in part in writing.
3. Service provider is not bound to compensate any damage in the case referred to in the second paragraph of this article, even if service provider enjoys any advantage as a result of the force majeure situation.

Article 13 – Set-off

Client waives his right to set off a debt to service provider against a claim against service provider.

Article 14 – Suspension

Client waives the right to suspend the performance of any obligation arising from this agreement.

Article 15 – Transfer of rights

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a stipulation with effect under property law as referred to in Article 3:83(2) of the Civil Code.

Article 16 – Extinction of the claim

Any right to compensation for damage caused by service provider lapses in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Article 17 – Insurance

1. Client undertakes to adequately insure and keep insured delivered goods that are necessary for the execution of the underlying agreement, as well as goods of service provider present at the client’s premises and goods delivered under retention of title, against, inter alia, fire, explosion and water damage as well as theft.
2. Client shall make the policy of these insurances available for inspection upon first request.

Article 18 – Liability for damage

1. Service Provider shall not be liable for any damage arising from this agreement unless Service Provider caused the damage intentionally or with gross negligence.
2. In the event that service provider owes damages to client, the damages shall not exceed the fee.
3. Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the (professional) liability insurance(s) taken out. This amount shall be increased by the amount of the excess under the relevant policy.
4. The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the malfunctioning of equipment, software, data files, registers or other items used by the service provider in the execution of the order.
5. Not excluded is service provider’s liability for damage resulting from intentional or deliberate recklessness of service provider, its manager or subordinates.

Article 19 – Liability of client

1. In case an order is given by more than one person, each of them is jointly and severally liable for the amounts due to service provider under that order.
2. If a contract is awarded indirectly or immediately by a natural person on behalf of a legal entity, this natural person can also be the principal in private. This requires that this natural person can be regarded as the (co)policymaker of the legal entity. In case of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is made out in the name of a legal entity or in the name of the client as a natural person or both of them, whether or not at the client’s request.

Article 20 – Indemnification

The customer shall indemnify the service provider against all third-party claims related to the goods and/or services provided by the service provider.

Article 21 – Obligation to complain

1. The client is obliged to immediately report complaints about the work performed to service provider in writing. The complaint shall contain as detailed a description as possible of the shortcoming, so that service provider is able to respond adequately.
2. In any case, a complaint cannot result in the service provider being obliged to perform other work than agreed upon.

Article 22 – Retention of title, right of suspension and right of retention

1. The goods and parts delivered and delivered to the customer remain the property of service provider until the customer has paid the entire agreed price. Until that time, service provider may invoke its retention of title and repossess the goods.
2. If the agreed amounts to be paid in advance are not paid or not paid in time, the service provider is entitled to suspend the work until the agreed part is still paid. There is then creditor default. Late delivery cannot be held against the service provider in that case.
3. Service Provider is not authorised to pledge or otherwise encumber the goods subject to its retention of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with agreement, the service provider has the right of retention. The item will then not be delivered until the customer has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payments of the client, the client’s obligations shall become immediately due and payable.

Article 23 – Intellectual property

1. Unless the parties have agreed otherwise in writing, service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, drawing and model right, etc.) on all designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, models, etc.
2. The said intellectual absolute rights may not be copied, shown and/or made available to third parties or otherwise used without the written consent of service provider.
3. Client undertakes to keep confidential the confidential information made available to him by service provider. Confidential information shall in any case mean that to which this article relates, as well as business data. The Principal undertakes to impose a written duty of confidentiality on his staff and/or third parties involved in the performance of this agreement of the scope of this provision.

Article 24 – Confidentiality

1. Each party shall keep confidential the information it receives (in any form) from the other party and any other information concerning the other party which it knows or has reasonable grounds to suspect to be secret or confidential, or information the dissemination of which it can expect to harm the other party, and shall take all necessary measures to ensure that its personnel also keep the said information confidential.
2. The duty of confidentiality mentioned in the first paragraph of this article does not apply to information:
   1. that was already public at the time the recipient received it or subsequently became public without a breach by the receiving party of a duty of confidentiality imposed on him;
   2. which the receiving party can prove was already in its possession at the time of provision by the other party;
   3. received by the receiving party from a third party where that third party was entitled to provide that information to the receiving party
   4. disclosed by the receiving party pursuant to a legal duty.
3. The confidentiality obligation defined in this article shall apply for the duration of this agreement and for a period of three years after its termination.