Terms and Conditions for Clients - applicable for Dutch and international contracts
Definitions The terms used in these general terms and conditions are defined as follows. a. Terms and conditions: the general conditions of sales.
- Roamler: Roamler B.V. situated at Westerdoksdijk 411, Amsterdam.
- Counter party: the natural person or legal entity in agreement of engagement with Roamler, or in negotiation to reach an agreement, as well as his/her representative(s), authorized representative(s), assignee(s) and inheritor/heir.
- Parties: Roamler and the natural person or legal entity that are in agreement of engagement or in negotiation to reach an agreement.
These terms and conditions are applicable to all offers, activities and contracts between clients, their legal successor(s), Roamler and the Roamlers performing the task. Departures from these general terms and conditions are valid, exclusively when expressly agreed upon in writing. Roamler reserves the right to unilaterally change these terms and conditions. Changes enter into force 30 days within their announcement to the counterparty but not before their deposit at the chamber of commerce.
3.Nullity or termination of the terms and conditions in full or in part
If one or more of the provisions of these general terms and conditions or of the accompanying contract are annulled or set aside, the remaining provisions of these general terms and conditions and the contract shall remain applicable in full.
The user and the client will in that case enter into consultation with a view of making the agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
4.Battle of forms
The applicability of the terms and conditions of the client will explicitly be rejected.
5.Offers and Quotations
Quotations drawn up by Roamler are non-committal, unless expressly agreed upon. All of the quotations by Roamler are valid during a period of 14 days, unless explicitly stated otherwise. Roamler is only committed to the offer when the counterparty has accepted and confirmed the offer within 14 days. In the absence of statement to the contrary, the prices stated in the aforementioned offers and quotations are exclusive of VAT and other governmental levies.
6.Realization of the contract
Contracts are concluded in writing, and an authorized contact person of each party must sign the contract.
7.Content of the agreement
Unless the counterparty raises objections against the content of the contract within 14 days after the contract was received and confirmed, the written recording of the contract by Roamler is determinative. In the case that there is no written confirmation of the contract, the content of the agreement will be decided by a written and signed agreement to Roamler, unless Roamler has made a written objection against the content of this agreement to the counterparty, within 14 days of receiving it.
8.Amendments to the contract
- If the counterparty wishes to make changes to the execution or nature of the contract after it has been provided, the counterparty must inform Roamler in a timely either in writing or by email.
- If the amendment or addition to the contract has any financial and/or quality implications, Roamler shall inform the client of those implications in advance. Roamler has the right to charge additional costs to the client.
- Amendments or additions to the contract that have been agreed upon by both parties can result in a change to the completion date. If the amendments lead to additional work, this will be confirmed to the counterparty as an additional performance.
- If Roamler has performed extra or additional tasks or performances with the consent of the counterparty before their executions, that exceed the original contract, these tasks will be compensated by the counterparty based on Roamler’s applicative fees.
If the counterparty has initiated (premature) termination, Roamler shall be entitled to full compensation for the agreed budget, as well as the reimbursement of any additional costs already incurred by the Contractor. In addition, if Roamler so desires, the material investments made by Roamler for the execution of the contract will be compensated by the counterparty, based on Roamler’s calculated fees. Roamler has full rights to compensation due to loss of profit, as well as other costs, damages or interests due to the termination of the contract. Counterparty is also able to allocate the remaining balance of the agreed budget to another project for Roamler, as long as this budget is allocated in the same calendar year.
10.Anticipating termination of the contract
In the case of circumstances known to Roamler, that give just cause to fear that the counterparty will be unable to meet their contract obligations, Roamler is authorized to terminate the contract with the counterparty before the progressions from the contract are collectable.
11.Resignation, dissolution and termination of the contract
- In order to terminate a contract with no specific final date, a mutual written termination with confirmation of receipt is necessary. The termination must take place with due observance of a notice period of one month prior to the desired termination date.
- If a written termination as defined above is lacking, the contract will be extended automatically.
- Premature termination or dissolution of the contract is only possible – with the exception of the determined in article 8 – if one of the parties is at imputable default in meeting the contract obligations.
- In the event of imputable default by one of the parties, the accusing party must immediately inform the party in default by registered mail. The party who is in default will have 14 days to fairly meet their contract obligations. If the inadequately performing party remains in default during this period, the contract can be terminated in full or in part, unless the default is of special nature and will therefore not justify the termination and its effects.
- The contract ends without preceding resignation/termination: 1.if one of the parties, commercially operating as natural person or as a one-man business happens to die.
a* In the case of the shutdown of business activities, a liquidation or application for an official moratorium of payment or the bankruptcy of one of the parties.
- In both cases a notice of default is not necessary, the complete amount of the remaining invoice amount will become immediately due and payable.
12.Obligations in terminating the contract
- If the user has issued the client with goods during implementation of the contract, the client is obliged to return those goods in their original condition, free of defects and complete.
- If the client fails to meet the obligation set out above under 9, the client will be obliged to compensate Roamler for the losses and costs arising thereof, including the replacement costs. If these costs are based on loss of profit, the damage will be estimated on 25% of the average annual sum that the counterparty would be indebted with complete execution of the contract during the rest of the contract period.
- The fee and any cost estimates are exclusive of VAT.
- In the event that fees or prices are subject to change during the duration of the contract, due to amendments in the reward of Roamlers or due to changes to the law, or government decisions, Roamler reserves the right to one-sidedly change the contract fees, yet no sooner than three months after finalizing the contract. Roamler will inform the counterparty of the anticipated change in fee, in written form and with specifications of its reasons.
- The amendments in fees as stated in article 13b. are not grounds for terminating the contract.
14.Payment, settlement, reliability
- If the counterparty disagrees with Roamler’s invoiced amount, they must immediately send written notice, no later than within the terms of payment of 14 days. If the counterparty fails to do so, they are expected to agree upon the invoiced amount Roamler decided upon.
- If the client fails to remit payment within the 14-day period, the client shall be held in default by operation of law. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The current terms of payment are in conclusion with article 4.
- Exceeding the terms of payment gives Roamler the authority to immediately suspend their contract obligations towards the counterparty, without necessary prior written notice.
- If the counterparty has not made payment within the term specified in paragraph 1 above, the counterparty shall be obliged to reimburse all judicial and extrajudicial collection costs incurred by Roamler. As well as costs made to involve lawyers, bailiffs or collection agencies.
- Every settlement authority of the counterparty is ruled out. Earlier payments completed by the counterparty will in the first place serve in compliance with the indebted amount of interest and costs and subsequently the first unpaid invoices. The statement of the counterparty that the compliance is in reference to a later invoice does not make a difference.
- The counterparty is obliged to give Roamler certainty at first request, with regard to the ability to follow up on the payment obligations resulting from the contract.
- The responsibility for the timely delivery of the required invoice information, such as order number, lies with the counterparty. Incorrect invoice information due to untimely or failure in supplying of these particulars cannot be given as reasons to pay the invoice untimely.
- Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is deemed to be confidential if the other party has been informed that is the case or if it is apparent from the nature of the information.
- Roamler is obliged to keep all information confidential and preserve with it care, including business details, data files and other information of the counterparty that is received during the execution of the proceedings.
Roamler cannot under any circumstance be held liable for any of the counterparty’s or third-parties’ damages or losses of any kind, associated with or proceeding from the failure to meet the disclosure obligation, unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of Roamler or unless parties have agreed upon differently. Roamler cannot be held liable for any losses of the counterparty or third-parties that is directly or indirectly due to the faulty providing of information by the client. The commission of Roamlers is a form of crowd sourcing that entails risks, despite Roamler’s efforts to correctly and carefully have Roamlers execute their tasks and Roamler’s efforts to verify and monitor the sent in tasks as well as the efforts to verify these tasks on accuracy and propriety. Roamler cannot be held liable for the actions of Roamlers of any nature or scope. In the event that Roamlers do not meet the demands of the client in any way, Roamler cannot be held responsible. This entails Roamler tasks that are not completed in time, in full, correctly or not in the requested amount. Roamlers are (private) individuals who execute tasks for the client, damages or losses proceeding from the actions of Roamlers of any scope or nature, cannot be recovered from Roamler. The client accepts all risks that result from this form of crowd sourcing and will not recover these from Roamler. In the event that the counterparty is in the opinion that Roamler acts intentionally or is in omission or due to causes on par with gross negligence, the counterparty must address this timely in written form by registered mail before any actions are taken. When the counterparty wishes to terminate the contract prematurely article 11c is in effect.
- In the event that Roamler can be held liable for any reason, for losses suffered by the client the liability is limited per damage claim to a maximum of the amount of the fee charged by Roamler to the client for the performance of the work in which the cause of the loss occurred (excluding VAT.) A sequence of related claims will hereby be considered as one damage claim.
- The client indemnifies Roamler against claims of third-parties regarding any damages related to or arising from the order implemented by Roamler and the counterparty if and insofar as Roamer is not liable to the client in that respect by virtue of the contract or these terms and conditions.
- Roamler cannot under any circumstances be held liable for direct or indirect losses of any kind, related to the obligations as mentioned in article 15 of these terms and conditions, unless caused by intentional act, omission or causes on par with gross negligence on the part of Roamler and unless agreed upon differently in the contract.
- Complaints about the work carried out must be lodged in writing by the client to the user directly, either within 14 days of the faults being established, or within 14 days from the time that the counterparty could, within reason, have been aware of these shortcomings. After the expiration of the 14-day term the counterparty can no longer appeal to these shortcomings, unless both parties have agreed upon differently.
- Advertising does not suspend the client's payment obligations.
In addition to the determined in article 11 and 17 of these terms and conditions, the following applies: all circumstances, that are beyond the control of Roamler and for which Roamler cannot be held accountable by virtue of the law, a juristic act or generally accepted views, do not give the counterparty the right to terminate the contract or any restitution. Situations as described in the previous paragraph in any case: business malfunction, strike, actions of trade unions, absenteeism of Roamler personnel, malfunction in or restrictions of energy or material supplies, obstruction of transport, fire, explosion, assault/molest, vandalism, mobilisation, riots, war, export restrictions, frost, storm or unworkable weather, floods, every hindrance of third-parties, whether or not included in the execution of the contract by Roamler, shortcomings of aiding parties, the destruction in full or in part of goods necessary for the execution of the contract and other accidents, as well as government measures that obstruct the execution of the contract either in full or in part.
- The data collected by Roamlers, verified and processed by Roamler, serving as information to the client remain as property of Roamler.
- All reports, recommendations, contracts, designs, sketches, drawings, software, etc., issued by Roamler are exclusively designated for the client's use and the client may not, without the prior permission of Roamler, reproduce them, publicise them or communicate them to third-parties unless otherwise determined by the nature of the documents issued.
- The counterparty is allowed to use given data exclusively for internal purposes and must never supply this information in any form to third-parties, including both subsidiary companies as well as other undertakings belonging to the business group to which the customer belongs, unless explicitly agreed upon in writing.
- The counterparty is not allowed to reproduce or reuse the method of collecting, verifying and processing of the data, delivered to the counterparty as information, unless explicitly agreed upon in writing.
- Borrowed or let goods and properties are expected to remain movable property.
All rights including copyrights and database rights, with regard to the information retrieved by Roamlers, verified and processed by Roamler and stored in the Roamler database, that have been provided for the counterparty with respect to media and advertising expenses and in view of the arrangement and mode of presentation of these details and including in this connection in any event, computer programs, system designs and software developed by Roamler are in possession of Roamler. Without the explicit permission of Roamler, use of these details, systems and software is not allowed unless otherwise specified and agreed upon in the contract.
The court of Amsterdam has exclusive competent jurisdiction.
All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands.