Terms and Conditions
GENERAL TERMS AND CONDITIONS SoHoNice BV
These General Terms and Conditions of Sale, Delivery and Payment apply to all quotations, offers, orders, web-based orders, email orders, (contractual) relationships, subscriptions, registrations, orders, advice, correspondence and invoicing, etc. between SoHoNice BV and other trade names and formulas on the one hand - hereinafter referred to as the contractor - and the other party, relations, customers, users, participants, etc. - hereinafter referred to as the principal - on the other. All delivery conditions are confidential.
Due to the partly online nature of the service, a signature from the other party is not required for every assignment. For this purpose, use is made of, for example, the IP number of the other party for, for example, an online order and payment, a telephone order and / or a digital signature.
1 Definitions
In these general terms and conditions the following terms have the following meanings:
1.1. Client: the natural person or legal entity who has instructed the contractor to perform work.
1.2. Contractor: SoHoNice BV, including its employees and employees of affiliated companies.
1.3. Activities: all activities for which an order has been given, or which are carried out by the contractor on a different basis. By this we mean: Determining, analyzing and solving policy and organizational issues as well as change management and strategic management, management training, interim management, training and education. The foregoing applies in the broadest sense of the word and in any case includes the activities as stated in the order confirmation.
1.4. Documents: all goods made available by the client to the contractor, including documents or data carriers, as well as all goods produced by the contractor in the context of the performance of the assignment, including documents or data carriers.
1.5. Damage: all claims, compensation and costs in any way related to or arising from the agreement.
1.6. Agreement: any agreement between the client and the contractor for the performance of work by the contractor on behalf of the client, in accordance with the provisions of the order confirmation.
2 Applicability
2.1. These general terms and conditions apply to all written and oral offers, quotations, assignments, legal relationships and agreements and, by whatever name, to which the contractor undertakes to perform work for the client, as well as to all work arising therefrom.
2.2. Deviations from these general terms and conditions, as well as additions thereto, are only valid if they have been explicitly agreed in writing in, for example, a written agreement or order confirmation.
2.3. If these general terms and conditions and the order confirmation contain conflicting conditions, the conditions included in the order confirmation will apply.
2.4. The applicability of any general terms and conditions of the client is explicitly rejected by the contractor.
2.5. If these general terms and conditions are set aside by the client, by declaring its own general terms and conditions applicable in writing, only those clauses in said own general terms and conditions will apply that are not in conflict with these general terms and conditions. In case of doubt as to whether such a conflict exists, these general terms and conditions will prevail.
2.6. The underlying assignment / agreement, together with these general terms and conditions, correctly and completely reflect the agreements between the client and the contractor with regard to the activities for which the agreement has been concluded. All previous agreements or proposals made between the parties in this regard will lapse.
2.7. The engagement of third parties by the contractor does not affect the applicability of these general terms and conditions.
3 Commencement and Term of the Agreement
3.1. Each agreement is only concluded and commences at the moment that the order confirmation signed by the client has been returned and signed by the contractor. The confirmation is based on the information provided by the client to the contractor at the time.
3.2. An agreement concluded in accordance with paragraph 1 cannot be transferred to a third party without written permission from the contractor. The Contractor can attach conditions to this permission.
3.3. Prior to an assignment and an agreement, a quotation is first issued containing the plan of action, the elaboration or adjustment of the assignment, the planning of the execution, the results to be achieved and the conditions under which this must be done. Only after the order confirmation has been signed by both parties is there an order. Oral assignments or verbal additions and changes to an existing assignment will never be accepted. A signed (additional) order will be required for every assignment, change or addition.
3.4. Each agreement is entered into for an indefinite period of time unless it follows from the nature, content or scope of the assignment that it has been entered into for a definite period of time.
3.5. Verbal promises by and agreements with subordinates of the Contractor do not bind the Contractor until they have been confirmed in writing by a non - subordinate.
3.6. Client and contractor can terminate the agreement at any time with immediate effect by giving notice. If the agreement ends before the assignment has been completed, the provisions of Article 9, second paragraph, apply.
3.7. Termination must be communicated to the other party in writing.
3.8. If and insofar as the contractor terminates the agreement by giving notice, he is obliged to inform the client, stating reasons, of the reasons underlying the cancellation and to do everything that the circumstances require in the interest of the client.
4 Data and Documents of the Client
4.1. The Client is obliged to make available to the Contractor in a timely manner, in the desired form and in the desired manner, all information and documents which the Contractor considers necessary for the correct execution of the Agreement. These data and documents will be kept for at least seven years as part of the contractor's business operations.
4.2. The contractor has the right to suspend the execution of the agreement until the moment that the client has fulfilled the obligation referred to in the previous paragraph, without being obliged to pay any compensation to the client.
4.3. The Client is obliged to immediately inform the Contractor of facts and circumstances that may be important in connection with the performance of the agreement.
4.4. The client guarantees the correctness, completeness and reliability of the data and documents made available to the contractor by or on behalf of the client, even if they originate from third parties. The client guarantees the contractor that the client is entitled to dispose of the supplies made available to the contractor and the client indemnifies the contractor against all claims in this regard.
4.5. The extra costs and extra fee resulting from the delay in the execution of the agreement, arising from the non-availability, late or improper provision of the required information, are at the expense of the client.
4.6. If and insofar as the client so requests, the physical documents made available will be returned to the latter, subject to the provisions under 10, second paragraph. Digital records are excluded from this in view of cloud and online storage services.
5 Implementation of the Agreement
5.1. The contractor determines the way in which and by which person (s) the agreement will be performed. If possible, the contractor will take into account timely and responsible instructions from the client regarding the execution of the agreement.
5.2. The Contractor will perform the work to the best of its ability and as a diligent professional. The contractor only undertakes best efforts obligations and does not guarantee the achievement of any intended result. Therefore, the contractor does not give any guarantee regarding the results of the assignment.
5.3. The contractor has the right to have certain activities performed by a person or third party to be designated by the contractor, without notification to and explicit permission from the client, if this is desirable in the opinion of the contractor.
5.4. Because the contractor is not affiliated with other service providers or organizations, we only serve the interest of the client. The contractor is objective, not bound by professional rules, but still has integrity and does not please anyone. After all, the Client hires the Contractor for issues that require a critical attitude.
5.5. If, during the term of the agreement, activities are performed for the client's profession or company that are not covered by the activities to which the agreement relates, these activities will be carried out on the basis of a separate agreement and deemed to have been performed.
5.6. Any deadlines specified in the agreement within which the work must be performed are only approximate and not strict deadlines. Exceeding such a term therefore does not constitute an attributable shortcoming on the part of the contractor and therefore does not constitute grounds for dissolution of the agreement. If such a term is exceeded, the Client may set a new, reasonable term within which the Contractor must have performed the agreement, except in the case of force majeure. Exceeding that new, reasonable term does, however, provide grounds for dissolution of the agreement by the client. However, no right to a refund.
6 Cancellation, Suspension and Dissolution
6.1. Full or partial cancellation of the agreement by a client must take place in writing (by e-mail).
6.2. The contractor is entitled to dissolve the agreement if the contractor establishes that on the basis of applicable laws and regulations the performance of the agreement is wholly or partially illegal, or otherwise unlawful or in violation of the independence rules or professional rules, without prejudice to any compensation to the client.
6.3. If the client does not, not timely or not properly fulfill one or more of his / her obligations (including payment obligations) towards the contractor, the contractor is entitled - without prejudice to all other rights accruing to the contractor under the law, the agreement and these general terms and conditions - the to suspend fulfillment of its obligations towards the client until the client has fully complied with his / her obligations towards the contractor.
6.4. In addition to all other rights accruing to it, the Contractor has the right to cancel the agreement concluded with the Client, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial statement, without the Contractor being obliged to pay any compensation towards the Client. dissolve if:
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there is permanent force majeure as referred to in Article 10 of these general terms and conditions;
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the client is granted a (provisional) suspension of payments, the client is filed for bankruptcy or the client himself files for bankruptcy, the client offers its creditors a (private) composition or (for this purpose) convenes a meeting of creditors or if with regard to client application is requested or granted of the Natural Persons Debt Restructuring Act;
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the client's business is liquidated and / or the client's business activities are actually discontinued or moved to a location outside the Netherlands;
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a significant part of the client's assets are seized;
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client transfers his company to third parties.
7 Confidentiality and Exclusivity
7.1. The contractor is obliged to observe secrecy towards third parties who are not involved in the execution of the agreement. This confidentiality concerns all information of a confidential nature made available to him by the client and the results obtained by processing it. This confidentiality does not apply insofar as legal or professional rules impose an obligation to provide information on the contractor, including but not limited to the obligation to report arising from the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and other or other national or international regulations with similar scope. This confidentiality also does not apply insofar as the client has released the contractor from the duty of confidentiality. This provision also does not prevent confidential consultation with colleagues within the organization of the contractor, insofar as the contractor deems this necessary for a careful performance of the agreement or for careful compliance with legal or professional obligations.
7.2. The contractor is entitled to use the numerical results obtained after processing, provided that these results cannot be traced back to individual clients, for statistical, comparative and training purposes.
7.3. The contractor is not entitled to use specific information made available to him by the client for a purpose other than that for which it was obtained, with the exception of the provisions of paragraph 2, and in the event that the contractor acts on his own behalf in disciplinary, civil or criminal proceedings, where these documents can be important.
7.4. The client is aware that anonymised examples can be used in the context of training and coaching. Anonymised practical examples, assignments and advice can therefore be reused for this purpose.
7.5. Except with the explicit prior written consent of the contractor, the client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other expressions, whether or not in writing, of the contractor, except insofar as this arises directly from the agreement. , takes place in order to obtain an expert opinion on the relevant activities of the contractor, the client has a legal or professional obligation to disclose, or the client acts for itself in disciplinary, civil or criminal proceedings.
8 Intellectual Property Law
8.1. All intellectual property rights to products used by the contractor in the context of the performance of the agreement, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, all this in the broadest sense of the term. words, rest exclusively with the contractor or its licensors, unless expressly agreed otherwise in writing.
8.2. Except with the express written permission of the contractor, the client is expressly prohibited from providing, reproducing, disclosing or exploiting the products referred to in paragraph 1, whether or not with the involvement of third parties.
8.3. Except with the express written permission of the contractor, the client is also not permitted to hand over (resources of) the products referred to in paragraph 1 to third parties, other than for the purpose of obtaining an expert opinion on the work of the contractor. The Client will then impose the obligations under this article on the relevant third party.
8.4. If the client infringes the intellectual property rights of the contractor in any way, the client will immediately forfeit in favor of the contractor an immediately payable fine of € 5,000 (in words: five thousand euros) per violation, without any notice of default being required for this. In addition, the client forfeits an immediately payable fine of € 750 (in words: seven hundred and fifty euros) in favor of the contractor for each day that the infringement of the rights of the contractor continues, without prejudice to the other rights of the contractor, including the right to full compensation.
8.5. The Contractor does not agree to provisions that could be construed as a prohibition or limitation of its right to provide advice or other services, in its sole discretion, to natural or legal persons, to develop material for itself or for others that is competitive or comparable with the products developed in connection with an order, regardless of the similarity with those products, without prejudice to the confidentiality obligations under article 7 of the general terms and conditions.
9 Force majeure
9.1. If the contractor cannot, not timely or not properly fulfill its obligations under the agreement as a result of temporary force majeure, the contractor is entitled to suspend its obligations under the agreement until the time that the contractor is still able to carry out the work in the agreed manner. feed.
9.2. In the event that the situation referred to in the first paragraph occurs, the client has the right to dissolve the agreement in whole or in part and with immediate effect.
9.3. If the contractor cannot or not properly fulfill its obligations under the agreement as a result of permanent force majeure, the contractor and the client are entitled to dissolve the agreement in whole or in part and with immediate effect.
9.4. If the contractor has already partially fulfilled its obligations or can only partially fulfill its obligations when the force majeure commences, the contractor is authorized to invoice separately for the already performed or the part to be performed, respectively, and the client is obliged to pay this invoice. as if it were a separate contract.
9.5. The term force majeure referred to in this article is understood to mean, in addition to what is included in the law and jurisprudence, all external causes, foreseen or not foreseen, on which the contractor cannot exert influence and all other causes that cannot be attributed to it, including but not limited to this, illness of employees, failures in the computer network and other stagnation in the normal course of affairs within its company.
10 Fee
10.1. The contractor is entitled to compensation as described in the order confirmation. A time record will be kept for this every month, which serves as a check for the calculation of the fee for the executed assignment.
10.2. The contractor's fee does not depend on the outcome of the work performed.
10.3. The contractor's fee may consist of a predetermined amount per agreement and / or can be calculated on the basis of rates per unit of time worked by the contractor and is payable to the extent that the contractor has performed work for the client.
10.4. If an amount determined per agreement has been agreed, the contractor is entitled to charge an additional rate per unit of time worked, if and insofar as the activities exceed the activities provided for in the agreement, which is then also payable by the client.
10.5. If wages and / or prices change after the conclusion of the agreement, but before the assignment has been fully executed, the contractor is entitled to adjust the agreed rate accordingly, unless the client and the contractor have made other agreements about this.
10.6. All amounts stated in the order confirmation are exclusive of turnover tax (VAT) unless explicitly stated otherwise.
10.7. The fee of the contractor for work performed or to be performed, if applicable, plus travel, accommodation or other costs incurred in the context of the assignment, as well as disbursements, including any turnover tax due, will be charged to the client after completion of the work. or billed periodically.
11 Payment
11.1. Payment of the invoice amount by the client must be made within fourteen (14) days of the invoice date by means of deposits into a bank account to be designated by the contractor and, insofar as the payment relates to work, without any right to discount or set-off.
11.2. Any objections to invoices, specifications, descriptions and prices must be communicated to the contractor in writing within 7 (in words: seven) days after the invoice or dispatch date, failing which the invoices, specifications, descriptions and prices are firmly established between the contractor and the client. will be considered. Any objections made known to the contractor in a timely manner by the client do not suspend the client's payment obligation. The client automatically accepts these general terms and conditions if the declarations, in the form of invoices, are paid.
11.3. The contractor has the right to suspend the fulfillment of his obligations before the start of the work and in the interim, including the performance of his work and the delivery of documents or other matters to the client or third parties until the client can reasonably be determined by the contractor. has paid an advance for the work to be performed, or has provided security for this.
11.4. If the client has not paid within the term referred to in paragraph 1, or has not paid within the further agreed term, he / she is in default by operation of law and the contractor has the right, without any further summons or notice of default being required, to amount to charge the statutory interest, calculated over the period that the client is in default up to the day of full payment, all this without prejudice to the other rights of the contractor.
11.5. If the client is in default with regard to the fulfillment of his / her payment obligations, then all costs involved in the collection of the amount or amounts due - both judicial and extrajudicial - will be for the account of the client, without prejudice to the other rights accruing to the contractor. . The extrajudicial costs are set at 15% of the outstanding amount (s) with a minimum of € 250.
11.6. Payments made by the client always serve to settle in the first place all interest and costs owed, and in the second place of due and payable invoices that have been outstanding the longest, even if the client reports that the payment relates to a later invoice.
11.7. If the financial position or payment history of the client gives cause to do so in the opinion of the contractor, the contractor is entitled to require the client to provide (additional) security in a form to be determined by the contractor. If the client fails to provide the required security, the contractor is entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that the client owes the contractor for whatever reason is immediately due and payable. In that case, the contractor may act in such a way that its damage is limited to a minimum. Movable property may also be taken into custody (right of retention) in order to convince the client to pay his debt to the contractor. If the value of the movable property is lower than the outstanding debt, the contractor is entitled to sell the movable. The client gives explicit permission for this.
11.8. In the event of a joint assignment, clients are jointly and severally liable for the payment of the invoice amount, insofar as the work has been performed for the joint clients.
12 Complaints
12.1. Complaints with regard to the activities performed by or on behalf of the contractor for the performance of the agreement must be made known to the contractor in writing within 30 (in words: thirty) days after the date of dispatch of the documents or information to which the client's complaint relates. or within 30 (in words: thirty) days after the discovery of the defect, if the client demonstrates that he / she could not reasonably have discovered the defect earlier. Client states under the subject that it concerns a complaint.
12.2. The contractor registers the complaint in a complaints register. The contractor will deal with the complaint within eight (8) weeks after receipt of the complaint. The contractor has the one-off right to postpone the settlement for four (4) weeks, provided that the contractor has informed the client in writing of the postponement within the first mentioned period of eight (8) weeks.
12.3. A complaint will be treated confidentially in all cases.
12.4. Complaints as referred to in the first paragraph do not suspend the client's obligation to pay, except insofar as the contractor has indicated that it considers the complaint to be well-founded.
12.5. If the complaint is not filed on time, all rights of the client in connection with the complaint will lapse.
12.6. A complaint is only dealt with after the client and the contractor have both stated this in writing, or if the client does not object within 30 (in words: thirty) days after receipt of the handling proposed by the contractor.
12.7. All judicial and extrajudicial costs reasonably incurred arising from the agreement will be borne by the client.
13 Liability and Indemnity
13.1. The Contractor performs his activities to the best of his ability and thereby observes the due care that may be expected of a consultant. The contractor is not liable for damage caused by the contractor making mistakes on the basis of incorrect or incomplete information, knowingly or unknowingly provided by the client. Damage through negligence, violation of privacy, infringement of rights, defamation and slander are therefore excluded. The contractor only accepts obligations to pay compensation insofar as this appears from the present article.
13.2. The contractor is only liable to the client for damage that is the direct result of a (related series of) attributable shortcoming (s) caused by non-execution, late execution or improper execution of the agreement. The Contractor is only liable up to a maximum of the amount of the fee that the Contractor has received in the context of the relevant (partial) assignment. In the case of an assignment with a lead time longer than three months, the liability referred to here is limited to a maximum of the fee that the contractor has received in the context of the relevant consultancy assignment over the past three months. Under no circumstances will the total compensation for damage under this article exceed the amount insured by the contractor under a liability insurance per event, whereby a series of related events counts as one event.
13.3. Contractor is not liable for:
a. damage arising at the client or third parties that is the result of the conscious or unconscious provision of incorrect or incomplete data or information by the client to the contractor, or is otherwise the result of an act or omission on the part of the client;
b. damage arising at the client or third parties as a result of an act or omission of auxiliary persons engaged by the contractor (not including employees of the contractor), even if they work for an organization affiliated with the contractor;
c. business, indirect or consequential damage arising at the client or third parties, including but not limited to stagnation in the regular course of affairs in the client's business.
d. Damage, consequential damage or any indirect damage as a result of shortcomings in the internet services, including the failure or malfunction thereof.
13.4. The contractor has the right at all times, if and insofar as possible, to undo or limit the damage of the client by repairing or improving the defective product and / or service.
13.5. The contractor is not liable for damage or destruction of documents during transport or during shipment by post, courier, digitally or otherwise, regardless of whether the transport or dispatch is done by or on behalf of the client, contractor or third parties.
13.6. A claim for compensation for damage must be submitted to the contractor no later than four weeks after the client has discovered or could reasonably have discovered the damage, failing which the right to compensation will lapse.
13.7. Liability of the contractor on account of an attributable shortcoming in the fulfillment of an agreement only arises if the client gives the contractor immediate and proper written notice of default, setting a reasonable period to remedy the shortcoming, and the contractor is also attributable to the fulfillment of its obligations after that period. continues to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that the contractor is able to respond adequately.
13.8. The client indemnifies the contractor against all claims from third parties, including shareholders, directors, supervisory directors and personnel of the client, as well as affiliated legal entities and companies and others involved in the organization of the client, which are directly or indirectly related to the performance of the agreement. The client indemnifies the contractor in particular against claims from third parties due to damage caused by the client providing the contractor with incorrect or incomplete information, unless the client demonstrates that the damage is not related to culpable acts or omissions on his part, or is caused by intent or gross negligence. fault of the contractor.
13.9. The client indemnifies the contractor against all possible claims from third parties, in the event that the contractor is forced by law and / or its professional rules to return the assignment and / or is forced to cooperate with government authorities, which are authorized or unsolicited, to receive information which the contractor has received from the client or third parties for the performance of the agreement.
13.10. The client is obliged to have taken out professional liability insurance that at least complies with what is customary in the relevant industry.
13.11. If and insofar as the agreement entails that the person of the contractor fulfills a (statutory) board position during the assignment, the client is obliged to have taken out directors' liability insurance that at least complies with what is customary in the relevant sector.
14 Privacy and security
14.1. The personal data to be processed by the contractor in the performance of the Service, fall under the Personal Data Protection Act (hereinafter: “Wbp”), whereby, according to the terminology of that law, the client is the “controller” and the contractor is the “processor”.
14.2 The Contractor will ensure an appropriate security level in view of the risks entailed by the processing and the nature of the personal data to be protected. This, however, only if and insofar as these are located in the systems or infrastructure of the contractor.
14.3 The contractor guarantees that anyone acting under the authority / on the instructions of the contractor, insofar as he / she has access to personal data for which the client is responsible, only processes them in the prior written order of the client, subject to deviating legal obligations. The Contractor guarantees that it will only process personal data in a completely lawful manner.
14.4 If, in the context of a legal obligation, for example on the basis of the Wbp, the client must change, delete or hand over data stored in the systems of the contractor, the contractor will assist in this as much as possible. The costs for the additional activities for this can be invoiced separately.
14.5 As the controller within the meaning of the Wbp, the Client is at all times responsible for reporting a security breach and / or data breach (which is understood to mean: a breach of the security of personal data that leads to a risk of adverse consequences or adverse consequences. for the protection of personal data) to the supervisor and / or data subjects. In order to enable the client to comply with this legal obligation, the contractor will inform the client within a reasonable period of time of a security breach and / or data breach involving personal data of the controller.
14.6 The duty to report includes in any case reporting the fact that there has been a leak. In addition, the duty to report includes:
• What is the (alleged) cause of the leak;
• What the (as yet known and / or expected) consequence is; and
• What the (proposed) solution is.
14.7 The Client is aware of the fact that the Contractor works and performs internationally. Regulations may differ per country. It is also known that the contractor uses online tools and systems. Examples are cloud accounting, online payments and cloud marketing. Any liability with regard to data management by third parties is therefore excluded.
14.8 The Contractor processes personal data within the meaning of the General Data Protection Regulation (“AVG”) during or in connection with the performance of its Services. The Client is regarded as the controller of the processing of the Personal Data and the Contractor as the processor.
14.9 The Contractor processes Personal Data of its customers, prospects and other business contacts. The contractor is the controller with regard to the processing of these personal data.
14.10 A processor agreement exists between the Contractor and various cloud services. The contractor is not responsible for the way in which the managing authorities process personal data. To this end, the client must consult the privacy statement of the relevant managing authority.
15 Exclusions
15.1. The Contractor performs activities related to determining, analyzing and solving policy and organizational issues as well as change management and strategic management, management training, interim management, training and education.
15.2. The following are expressly excluded:
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activities outside the European Economic Area
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advice on and / or registration of patents / patents
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project management for projects with a contract / project value above € 1,000,000
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project management for real estate development and management
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legal and / or tax due diligence
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tax advice and / or tax returns
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advice on soil remediation / contamination / waste processing
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conducting environmental technical surveys
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activities that belong to the exclusive competence of lawyers, accountants, architects, insurance brokers, asset managers, brokers and other, doctors or other regulated professional groups.
15.3. Possible presence at (management) meetings or (work) consultations, in the broadest sense of the word, where points of exclusion referred to in point 14 paragraph 2 are discussed, whether or not indirectly, in the light of these exclusions, must be regarded as the presence of the contractor in the capacity of spectator. Never as an actively involved advisor, consultant or any other capacity. Any participation of the contractor in any conversation or communication will always be to refer the client, as far as possible, to specific competence holders in these excluded fields.
16 Final provision
16.1. If any clause, forming part of these general terms and conditions or of the agreement, should be null and void or be annulled, the agreement and / or these general terms and conditions will remain in force and the clause in question will be immediately replaced by a contract in consultation between the parties. clause that approximates the scope of the original clause as closely as possible.
16.2. The contractor and the client agree that they will not use each other's name and logos without prior written agreement, on the understanding that the contractor is permitted to use the name of the client as well as the nature of the assignment to indicate that the contractor has experience. with the type of assignment or within the industry.
16.3. Unless otherwise agreed in writing, the parties may assume that the sending of correctly addressed fax messages, e-mails (including e-mails that are sent via the internet) and voicemail messages, regardless of whether they contain confidential information or documents relating to the order, accepted over and over again. The same applies to other means of communication used or accepted by the other party.
16.4. The parties realize that the internet is by definition insecure and that data can be damaged, that messages are not always delivered immediately or not at all and that it may be better to use other means of communication in some cases. There is also a risk of infection with a virus with electronic communication. The parties must each protect and accept their own systems and interests, to the extent permitted by law, no responsibility whatsoever towards the other for any loss, damage or omissions arising in any way from the use of the internet or from the Internet. use of networks, applications, electronic data or other systems of the client by the contractor.
17 Governing Law and Choice of Forum
17.1. Belgian law applies to all agreements and between client and contractor to which these general terms and conditions apply.
17.2. All disputes relating to the agreement and between the client and the contractor to which these general terms and conditions apply and which do not fall within the competence of the subdistrict sector of the Court, will be settled by the competent court in the district in which the contractor has its place of business.
17.3. Contrary to the provisions of paragraph 2, the client and the contractor may opt for a different method of dispute resolution.
17.4. The client is not permitted to initiate or initiate disproportionate (written) communication, or to initiate (legal) proceedings against SoHoNice BV regarding general advice, webinars and white papers, etc. in the broadest sense of the word. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
17.5. A contract, entered into both in writing and digitally, regulates the entire agreement between the contractor and the client and is a reflection of all agreements that both parties have made in writing and orally. If one or more parts of this agreement is declared invalid by any legal body, the other parts will remain fully legally valid.
18 Changes and additions
18.1. The contractor is entitled to amend or supplement these general terms and conditions. The contractor will notify the client thereof in writing.
18.2. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.
SoHoNice BV - 2018-08-21