TERMS & CONDITIONS

Definitions

  1. Flawless Workflow: Flawless Workflow, established in De Heurne, Enschede, Chamber of Commerce no. 81484844.
  2. Parties: Flawless Workflow and customer together.
  3. Customer: the person with whom Flawless Workflow has entered into an agreement
  4. Consumer: a customer who is an individual acting for private purposes.

Applicability

  1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Flawless Workflow.
  2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
  3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Customer Obligations

  1. The customer will make available all the necessary information, data and access needed for Flawless Workflow to deliver the agreed upon products and/or services.
  2. The customer will not hinder or create any obstacles to stop Flawless Workflow from fulfilling and delivering the agreed upon products and/or services.

Prices

  1. All prices used by Flawless Workflow are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
  2. Flawless Workflow is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
  3. Increases in the cost prices of products or parts thereof, which Flawless Workflow could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
  4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
  5. The price with regard to services is determined by Flawless Workflow on the basis of the actual working hours.
  6. The price is calculated according to the usual hourly rates of Flawless Workflow, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
  7. If the parties have agreed on a total amount for a service provided by Flawless Workflow, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which can not be deviated from.
  8. Flawless Workflow is entitled to deviate up to 10% of the target price.
  9. If the target price exceeds 10%, Flawless Workflow must let the customer know in due time why a higher price is justified.
  10. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
  11. Flawless Workflow has the right to adjust prices annually.
  12. Flawless Workflow will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
  13. The consumer has the right to terminate the contract with Flawless Workflow if he does not agree with the price increase.

Payments and payment term

  1. Flawless Workflow may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
  2. The customer must have paid the full amount within 7 days after delivery of the product.
  3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Flawless Workflow having to send the customer a reminder or to put him in default.
  4. Flawless Workflow reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

  1. If the customer does not pay within the agreed term, Flawless Workflow is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
  2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Flawless Workflow.
  3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
  4. If the customer does not pay on time, Flawless Workflow may suspend its obligations until the customer has met his payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Flawless Workflow on the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the performance of the agreement by Flawless Workflow, he is still obliged to pay the agreed price to Flawless Workflow.

Right of recovery of goods

  1. As soon as the customer is in default, Flawless Workflow is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
  2. Flawless Workflow invokes the right of recovery by means of a written or electronic announcement.
  3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Flawless Workflow, unless the parties agree to make other arrangements about this.
  4. The costs for the collection or return of the products are at the expense of the customer.

Right of cancellation

  1. The Buyer cannot terminate or dissolve the Agreement on grounds other than those set out in the paragraphs below.
  2. Either Party, without a notice of default in writing or judicial intervention being required and without being obliged to pay any damages or compensation, is entitled to partially or fully terminate the Agreement in writing with immediate effect, in the event that the other Party applies for a moratorium on payments, files its own petition for bankruptcy, a petition for bankruptcy has been filed against the other Party or the other Party has been declared bankrupt, the company of the other Party is wound up or discontinued for reasons other than a merger of companies, a substantial part of the assets of the other Party has or will be seized, or in the event the other Party must no longer be deemed able to fulfil its obligations.
  3. Both Flawless Workflow and the customer are entitled to partially or fully terminate the Agreement in the event that the other Party attributably fails in the performance of his obligations under the Agreement and, following a proper, notice of default in writing with as much detail as possible, issued by registered post with a reasonable term of at least 30 (thirty) days to remedy the situation, continues to attributably fail in the performance of his obligations under the Agreement.
  4. Flawless Workflow is entitled to terminate the Agreement, partially or otherwise, if and from the moment that the Service or the Product which delivery is subject of the Agreement is no longer available, has been taken off the market or has otherwise become (permanently) unavailable.
  5. In the event that, from the moment of termination as referred to in this article, performances have already been delivered to the costumer as part of the execution of the Agreement, these performances and related payment obligations cannot be undone, unless Flawless Workflowis in default with regard to those performances. Amounts invoiced by Flawless Workflow prior to the termination in connection with any performance or delivery as part of the execution of the Agreement continue to be payable and become immediately due and payable from the moment of termination.
  6. Articles that, with a view to their nature, are intended to continue to apply after the end of the Agreement remain in full force upon termination of the Agreement.

Right of retention

  1. Flawless Workflow can appeal to his right of retention of title and in that case retain the products sold by Flawless Workflow to the customer until the customer has paid all outstanding invoices with regard to Flawless Workflow, unless the customer has provided sufficient security for these payments.
  2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Flawless Workflow.
  3. Flawless Workflow is never liable for any damage that the customer may suffer as a result of using his right of retention of title.

Settlement

The customer waives his right to settle any debt to Flawless Workflow with any claim on Flawless Workflow.

Right of retention

  1. Flawless Workflow remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to Flawless Workflow under whatever agreement with Flawless Workflow including of claims regarding the shortcomings in the performance.
  2. Until then, Flawless Workflow can invoke its retention of title and take back the goods.
  3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
  4. If Flawless Workflow invokes its retention of title, the agreement will be dissolved and Flawless Workflow has the right to claim compensation, lost profits and interest.

Delivery

  1. If the agreed price is not paid on time, Flawless Workflow has the right to suspend its obligations until the agreed price is fully paid.
  2. In the event of late payment, the customer is automatically in default, and hereby he can not object to late delivery by Flawless Workflow.

Delivery period

  1. Any delivery period specified by Flawless Workflow is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
  2. The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Flawless Workflow.
  3. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Assembly / Installation

Although Flawless Workflow strives to carry out all assembly and/or installation work as well as possible, it does not bear any responsibility for this, except in case of intent or gross negligence.

Guarantee

  1. When parties have entered into an agreement with services included, these services only contain best-effort obligations for Flawless Workflow, not obligations of results.
  2. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect can not clearly be established.
  3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.

Performance of the agreement

  1. Flawless Workflow executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. Flawless Workflow has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
  4. It is the responsibility of the customer that Flawless Workflow can start the implementation of the agreement on time.
  5. If the customer has not ensured that Flawless Workflow can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

  1. The customer shall make available to Flawless Workflow all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format 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 otherwise ensuing from the nature of the agreement.
  3. If and insofar as the customer requests this, Flawless Workflow will return the relevant documents.
  4. If the customer does not timely and properly provides the information, data or documents reasonably required by Flawless Workflow and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Duration of the agreement

  1. The agreement between Flawless Workflow and the customer is entered into for the duration of 30 days, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
  2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end of the fixed term.
  3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Flawless Workflow a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Intellectual property

  1. Flawless Workflow retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, code, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
  2. The customer may not copy or have copied the intellectual property rights without prior written permission from Flawless Workflow, nor show them to third parties and / or make them available or use them in any other way.
  3. The customer may not distribute, sell, lend or otherwise transfer the intellectual property of the products or services provided by Flawless Workflow to any third parties without the explicit written consent of Flawless Workflow.

Confidentiality

  1. The customer keeps any information he receives (in whatever form) from Flawless Workflow confidential
  2. The same applies to all other information concerning Flawless Workflow of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Flawless Workflow.
  3. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
  4. The obligation of secrecy described in this article does not apply to information:
    • which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality
    • which is made public by the customer due to 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 the end thereof.

Penalties

  1. If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Flawless Workflow an immediately due and payable fine of € 5000 if the customer is a consumer and € 50000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
  2. No actual damage, prior notice of default, or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
  3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Flawless Workflow including its right to claim compensation in addition to the fine.

Indemnity

The customer indemnifies Flawless Workflow against all third-party claims that are related to the products and/or services supplied by Flawless Workflow.

Complaints

  1. The customer must examine a product or service provided by Flawless Workflow as soon as possible for possible shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Flawless Workflow of this as soon as possible, but in any case within 7 days after the discovery of the shortcomings.
  3. The customer gives a detailed description as possible of the shortcomings, so that Flawless Workflow is able to respond adequately.
  4. The customer must demonstrate that the complaint relates to an agreement between the parties.
  5. If a complaint relates to ongoing work, this can in any case not lead to Flawless Workflow being forced to perform other work than has been agreed.

Giving notice

  1. The customer must provide any notice of default to Flawless Workflow in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches Flawless Workflow (in time).

Joint and several Customer liabilities

If Flawless Workflow enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Flawless Workflow under that agreement.

Liability of Flawless Workflow

  1. Flawless Workflow is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
  2. If Flawless Workflow is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
  3. Flawless Workflow is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
  4. If Flawless Workflow is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
  6. Flawless Workflow will not, in any event, be liable for damages or shortcomings of the products or service deliverables resulting from:
    • Any attempt by the customer or third parties to reverse engineer or alter said products or service deliverables
    • The use of the product or results of services rendered that are outside of the intended scope of use as outlined in the project proposal.
    • Changes to third-party systems that said products or service deliverables are connected to.
    • Imputable failings by third-party systems, products, or collaborations that are nominated/prescribed by the customer

Expiry period

Every right of the customer to compensation from Flawless Workflow shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution

  1. The customer has the right to dissolve the agreement if Flawless Workflow imputably fails in the fulfilment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
  2. If the fulfilment of the obligations by Flawless Workflow is not permanent or temporarily impossible, dissolution can only take place after Flawless Workflow is in default.
  3. Flawless Workflow has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Flawless Workflow good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force majeure

  1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Flawless Workflow in the fulfillment of any obligation to the customer cannot be attributed to Flawless Workflow in any situation independent of the will of Flawless Workflow, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Flawless Workflow .
  2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
  3. If a situation of force majeure arises as a result of which Flawless Workflow cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Flawless Workflow can comply with it.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. Flawless Workflow does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions

  1. Flawless Workflow is entitled to amend or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time
  3. Major changes in content will be discussed by Flawless Workflow with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

  1. The customer can not transfer its rights deferring from an agreement with Flawless Workflow to third parties without the prior written consent of Flawless Workflow
  2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

  1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Flawless Workflow had in mind when drafting the conditions on that issue

Applicable law and competent court

  1. Dutch law is exclusively applicable to all agreements between the parties.
  2. The Dutch court in the district where Flawless Workflow is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

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