General Conditions
Article 1. Applicability of the general conditions
1.1 These conditions hold for every offer and every agreement as long as the other party has not disagreed explicitly to these conditions.
Article 2. Propositions
2.1 Boolean Software is only legally bonded to a proposition, when the proposition is accepted by written agreement by the commissioner within the time span of 30 days.
2.2 The prices given in a proposition are calculated without BTW (VAT), unless this is explicitly given.
Article 3. Executing an agreement
3.1 Boolean Software will fulfill the agreement as good as possible and will do everything within its capacity to perform well.
3.2 When necessary, Boolean Software has the right to delegate certain activities to third parties.
3.3 It is the task of the commissioner, to make sure that all data, which Boolean Software needs to perform their work, and all data which the commissioner can reasonably assume Boolean Software will need to be able to perform the agreed proposition, will be provided within an acceptable time. When data required for performing work for the commissioner is not provided within an acceptable time frame, Boolean Software has the right to extend the deadline of the agreement and/or to calculate any costs caused by the delay using custom tariffs within the agreement.
3.4 Boolean Software can not be held responsible for damage, no matter the nature of the damage, created when the damage has been caused by provided information from the commissioner which was erroneous and/or incomplete, unless this incompleteness or erroneousness of provided information has been communicated and should be known by Boolean Software.
3.5 When it has been agreed, that the proposition will be performed in several phases, Boolean Software has the right to await written acceptance of the previous phase before performing any activities related to a next phase.
Article 4. Duration of contact; term of realization
4.1 The agreement is one with an undetermined term, unless both parties explicitly decided otherwise.
4.2 When both parties agreed on a timeframe for fulfilling certain activities, this is not a fatal timeframe, unless explicitly agreed differently. When the agreed time frame is exceeded, the commissioner consequently has to hold Boolean Software liable in a written document.
Article 5. Adjusting an agreement
5.1 When it appears, during the fulfillment of an agreement, that current activities should be adjusted, revised or changed, both parties have to agree upon the changes within an acceptable timeframe.
5.2 When both parties agree that the current activities will be changed / adjusted, the initial timeframe for delivery can be influenced. If this is the case, Boolean Software will inform the commissioner as soon as possible about the delay.
5.3 When the change / revision / adjustment of the agreement has any financial and/or qualitative consequences, Boolean Software will inform the commissioner. When both parties have agreed on a fixed honorarium, Boolean Software will inform the commissioner what the consequences of the change / adjustment / revision are for the agreed fixed honorarium.
5.4 Deviating from point 3, Boolean Software will not have the right to calculate any additional costs, when the adjustment / change / revision is a result of circumstances which can be attributed to Boolean Software.
Article 6. Secrecy
6.1 It is mandatory for both parties, to respect secrecy of all confidential information which is shared amongst the parties within the agreement, or which has been obtained through other channels. Information is considered confidential, when one of the parties has communicated this, or when it can be inferred by the nature of the information.
Article 7. Intellectual Ownership
7.1 Not considering Article 6 of these conditions, Boolean Software has the right and authorities which are given to them based on copyrights.
7.2 Every piece of information provided by Boolean Software (e.g. rapports, advices, concepts, drawings, software) is explicitly provided for use by the commissioner and can not be distributed to other parties and/or copied without permission of Boolean Software.
7.3 Boolean Software has the right to use obtained knowledge by a certain project for other projects or goals, as long as Boolean Software does not provide any confidential information to third parties.
Article 8. Termination of contracts
8.1 Both parties have the possibility to terminate the agreement at any time, unless the termination is written and consists of a reason for termination. In case of termination, parties should be aware of at least one month as notice period.
8.2 When an agreement is terminated prior to completion, Boolean Software has the right to infer already made costs, based on a reasonable honorarium for already performed work, also taking eventual advantages for the commissioner, created by the performed work, and the reason for termination of the contract, into account.
Article 9. Termination of a contract
9.1 The claims of Boolean Software on the commissioner can be charged immediately in the following situations:
- ⋅ when after agreement with the commissioner, Boolean Software has acquired information which create reasonable doubt about the extent to which the commissioner will be able to fulfill its responsibilities.
- ⋅ when both parties in the contract explicitly agreed to perform certain acts, and the commissioner does not/or does not sufficiently follow up these agreed acts.
9.2 In the situations given above, Boolean Software has the right to terminate the agreement, and the right to demand for compensation.
Article 10. Imperfections; term of complaints
10.1 Complaints of the commissioner concerning the performed work should be reported within eight days after discovery, and a written complaint should be sent within thirty days after Boolean Software has fulfilled the work.
10.2 When a complaint is considered valid, Boolean Software will perform the work as has been agreed, unless the commissioner points out that this is meaningless. If this is the case, the commissioner should point this out.
Article 11. Honorarium
11.1 For offers and agreements in which a fixed honorarium has been agreed upon, point 2 of this Article is leading. When no fixed honorarium has been agreed upon, points 3 and 4 of this Article hold.
11.2 Both parties can agree upon a fixed honorarium during completion of the agreement. The fixed honorarium is calculated without BTW (VAT), travelcosts, and accommodation expenses.
11.3 When no fixed honorarium has been agreed upon, the total honorarium will be determined by calculating all the working hours. The honorarium itself will be calculated by using the general tariff per hour, unless another amount has been agreed upon.
11.4 A bill of quantities is calculated without taking BTW (VAT), travel hours and accommodation expenses into account.
11.5 For any contract which contains a total amount which exceeds € 1.000,- an agreement signed by the commissioner is needed and 50% of the invoice will have to be paid in advance. Boolean Software will only start performing the work, when a signed agreement has been received and when the amount due in advance is received on the bank account of Boolean Software.
Article 12. Payment
12.1 Payments should be received within 15 days after the date of invoice. After the 15 days passed, the commissioner is in oversight; the commissioner has to pay a percentage of the total invoice from that day.
12.2 In case of liquidation, bankruptcy or surseance of payment of the commissioner the obligations can be claimed immediately.
12.3 Payments done by the commissioner will firstly be for interest and costs which are due, secondly for the oldest invoices which haven’t been paid, even though the commissioner explicitly points out that the payment is meant for another (newer) invoice.
Article 13. Made costs
13.1 When the commissioner is in oversight considering one or more obligations, all reasonable costs made in order to receive the amount will have to be paid by the commissioner.
Article 14. Force Majeure (ascendancy circumstances)
14.1 In a case of force majeure the obligations of Boolean Software will be postponed. When the period of force majeure in which Boolean Software can not fulfill its obligations takes longer than 2 months, both parties will have the opportunity to terminate the agreement without the necessity of a compensation.
14.2 When Boolean Software already partially fulfilled its obligations when force majeure occurs, or is only partially able to fulfill its obligations when force majeure occurs, Boolean Software has a juridical obligation to create an invoice for both the fulfilled and the unfulfilled part of the work and the commissioner has to pay the fulfilled part of the work as if it were a separate contract. This rule isn’t applicable, if the part which has been fulfilled has no specific value on it own.
Article 15. Applicable right
15.1 On every agreement between Boolean Software and a commissioner the Dutch law is applicable.
