Terms and Conditions
Definitions
The TaaS Company: Trade name of Hamerpagt Consultancy, located at Spaarne 70, 3904 NJ Veenendaal, registered with the Dutch Chamber of Commerce under number 77778901.
Order Confirmation: The written agreement between the Client and The TaaS Company.
Client: Any (legal) person who has entered into or intends to enter into an agreement with The TaaS Company.
Agreement: Any arrangement between the Client and The TaaS Company to perform work by The TaaS Company for the benefit of the Client, including the Order Confirmation.
Applicability
These terms and conditions are part of every agreement and its execution between The TaaS Company and the Client, unless explicitly agreed otherwise in writing by The TaaS Company.
The applicability of any (purchase) terms and conditions of the Client is expressly rejected.
If a Client has entered into an agreement with The TaaS Company to which these terms and conditions apply, these shall also apply to any subsequent agreements or assignments unless stated otherwise.
Deviations from these terms are valid only if agreed upon in writing.
If the Order Confirmation deviates from these terms and conditions, the provisions in the Order Confirmation shall prevail.
Prices
All prices and rates applied by The TaaS Company are exclusive of VAT and any other government levies unless otherwise stated.
The TaaS Company may adjust the agreed prices and rates at any time, even if a fixed price has been agreed upon. The TaaS Company will generally index its rates at least once a year on January 1st in accordance with the CBS Service Price Index.
Performance of the agreement
The TaaS Company shall determine how the assignment is carried out. The applicability of articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is excluded.
The TaaS Company does not guarantee any specific results unless explicitly agreed in writing. The obligations of The TaaS Company constitute best-effort obligations unless a specific result is agreed upon in advance.
Client obligations
Both parties acknowledge that the proper execution of the Agreement depends on correct and timely cooperation. The Client shall always (upon request or proactively) provide all useful, necessary, and desirable data and information and warrants that such information is accurate, complete, and delivered in the manner prescribed by The TaaS Company.
The Client shall cooperate upon request by providing competent staff.
The Client shall comply with all obligations, instructions, and limitations provided by The TaaS Company, as stated in these general terms, the agreement, or otherwise communicated.
The Client is responsible for managing the staff provided by The TaaS Company.
Payment
Unless agreed otherwise, The TaaS Company will invoice monthly and reserves the right to issue interim invoices.
Payment must be made within 14 days of the invoice date, by the method specified by The TaaS Company. The Client is not entitled to any deductions, discounts, or set-offs.
If a minimum periodic commitment has been agreed, The TaaS Company may always invoice the agreed minimum.
The Client may not suspend its payment obligations.
If the Client is unable to pay in cash, The TaaS Company may request payment in goods of equal value.
All judicial and extrajudicial costs incurred by The TaaS Company in connection with late or non-payment shall be borne by the Client, set at a minimum of 15% of the invoice amount with a minimum of €150. These may be collected via direct debit.
In case of liquidation, bankruptcy, seizure, or suspension of payment by the Client, all claims become immediately due.
If legal action is taken, the Client must reimburse all actual legal expenses incurred by The TaaS Company.
If multiple Clients are involved, they are jointly and severally liable for the obligations arising from the Agreement.
Term, breach, and termination
Unless agreed otherwise, the Agreement is for an indefinite period.
Termination is only possible at the end of the agreed term, with a one-month notice period.
The TaaS Company may suspend or immediately terminate the Agreement if:
The Client fails to meet its obligations;
The TaaS Company has grounds to fear the Client will not fulfill its obligations;
The Client fails to provide requested security;
The Client files for or is declared bankrupt or insolvent.
The Agreement may also be terminated without judicial intervention if performance is impossible or unreasonable.
All claims become immediately due upon termination. No compensation is owed if The TaaS Company terminates based on these grounds.
If termination is due to the Client, the Client is liable for resulting damages.
Complaints
Complaints must be submitted in writing within seven (7) days of the date of the invoice or the event, or as soon as reasonably possible after discovery.
Complaints do not suspend payment obligations.
If the Client fails to complain in time, all rights to claim expire.
If the Client loses in legal proceedings, they must reimburse all actual legal expenses incurred by The TaaS Company.
Liability
The TaaS Company is not liable for indirect or immaterial damages unless caused by gross negligence or intent.
The TaaS Company is not liable for damage resulting from incorrect or incomplete information provided by the Client or third parties.
The Client indemnifies The TaaS Company against all third-party claims relating to the Agreement.
Claims for damages must be made within three months of discovering the issue.
Liability is always limited to the monthly invoice amount in which the damage occurred.
The Client indemnifies The TaaS Company against claims from third parties relating to the work performed or intellectual property rights on materials provided by the Client.
Force majeure
If The TaaS Company cannot meet its obligations due to force majeure (e.g., war, strike, flood, fire, government measures, etc.), those obligations will be suspended until fulfillment is possible again.
If the situation lasts over 30 consecutive days, the Client may terminate the Agreement in whole or in part with immediate effect in writing.
Privacy and security
If personal data is processed, the Client is the data controller and The TaaS Company the processor under the GDPR.
The TaaS Company ensures appropriate security for the personal data processed.
The TaaS Company shall:
Process data lawfully;
Ensure staff with access to personal data only process it based on prior written instructions from the Client, unless legally required otherwise.
If required by law, The TaaS Company will assist in data modification or deletion. Additional costs will be invoiced separately.
The Client is responsible for reporting data breaches. The TaaS Company will notify the Client of any breach as soon as possible.
The notification includes: the fact of the breach, the (suspected) cause, its consequences, and any proposed remedy.
Non-Solicitation Clause
The Client shall not employ or solicit any employee, freelancer, or subcontractor involved in the project during the Agreement and for 12 months afterward.
Violation results in a penalty of €20,000 per breach plus €1,000 for each day the breach continues.
Risk of data loss
The TaaS Company shall take reasonable care of documents and data provided. Unless proven otherwise (intent or gross negligence), The TaaS Company is deemed to have fulfilled this duty.
The TaaS Company is not liable if the Client fails to make backup copies or duplicates of provided data.
Confidentiality
Both parties shall maintain the confidentiality of any confidential information.
The TaaS Company may disclose confidential information to defend itself or enforce payment claims.
If required by law or court order, The TaaS Company may disclose confidential information without being liable for damages.
Final provisions
The TaaS Company may amend these terms. Amendments will take effect 30 days after notification unless the Client objects in writing within that period. In such case, the Client may terminate the Agreement only if the changes substantially increase its obligations.
If any provision is void or annulled, the rest remains in effect. Invalid provisions shall be replaced with valid ones that best match the original intent.
Dutch law applies to all agreements with The TaaS Company.
The District Court of Midden-Nederland, location Utrecht, has exclusive jurisdiction in first instance.