Terms and Conditions

Article 1: Definitions

1.1. Client is understood to mean the natural or legal person who has given the order for the delivery or service. If several (legal) persons or companies are referred to by the trade name used by the client, they will be jointly and severally obliged to comply with all obligations under the agreement and General Terms and Conditions concluded with the contractor.

1.2. The contractor is understood to mean the private company Puur Data BV with limited liability, with its registered office in Arnhem and registered in the Trade Register of the Chamber of Commerce under number 59175796.

1.3. An offer is understood to mean the work or deliveries specified to a greater or lesser extent and the budget of the costs associated with those work or deliveries.

1.4. An assignment is understood to mean the agreement between the client and the contractor. The client is not free to allow third parties to use the services or deliveries provided by the contractor, unless this has been agreed in writing.

1.5. Under order confirmation is understood the following is the oral or written agreement of the client on the quotation offered by the contractor. 

Article 2: Application and scope

2.1. These General Terms and Conditions, version April 2021, apply to all quotations, activities, (oral) orders and additional follow-up orders that are given to the Contractor, as well as to the legal relationships arising from or related thereto, insofar as these General Terms and Conditions are not parties has expressly deviated from in writing.

2.2. The stipulations in these General Terms and Conditions are not only made for the benefit of the contractor, but also (insofar as necessary) for the director(s) of the contractor and all persons who work or will work for the contractor, respectively all persons or organizations that are engaged by the contractor in the performance of any assignment, or all persons for whose acts or omissions the contractor could be liable.

2.3. The applicability of other general or specific (purchase) conditions, whether or not used by the client, is expressly rejected, unless the applicability of these conditions has been accepted in writing by the contractor in advance.

2.4. If the contractor does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof no longer apply, or that the contractor would to any extent lose the right to in other cases ensure strict compliance with the provisions of these General Terms and Conditions. to require conditions.

2.5. In the event of a conflict between the text of these General Terms and Conditions and the accompanying appendices or other applicable delivery and/or financial general terms and conditions, including the Netherlands ICT office (modules) conditions 2014 (including updated versions of the ICT office (modules) conditions) or NLdigital conditions, the text of these General Terms and Conditions prevails, unless otherwise provided in these General Terms and Conditions.

2.6. In all cases in which the relationship between the client and the contractor ends, these General Terms and Conditions continue to govern the legal relationship between the parties, insofar as this is necessary for the (financial) settlement of the relationship.

Article 3: Conclusion of the agreement

3.1. If requested, the contractor will submit a quotation to the client for approval before the work commences. Insofar as unavoidable deviations from the quotation occur during the execution of the assignment, the contractor will inform the client about this at the earliest possible stage.

3.2. A verbal offer from the contractor will lapse if it is not immediately accepted. If it is accepted immediately, the agreement is concluded. In the case of a verbal order, the client's acknowledgement of the commencement of the work by the contractor, without the client having protested immediately in writing, will be considered proof of the order.

3.3. A written offer or quotation from the contractor is without obligation and does not bind the contractor in itself, unless a term of acceptance is stated therein and the client accepts the quote within that term. If a non-binding offer, in which no term for acceptance was stated, is accepted by the client, the contractor has the right to revoke the offer within 14 working days after receipt of this acceptance. If the client has accepted the offer in writing within the validity period, the agreement is concluded. If the client has verbally accepted the offer within the validity period, the provisions of paragraph 2 of this article apply.

3.4. The contractor cannot be held to its quotations or offers, or the order confirmation based thereon, if the client can reasonably understand that the quotation, or a part thereof, contains an obvious mistake or error. The Contractor can unilaterally correct such a mistake or error.

3.5. Appendices can be changed and/or added during the term of the agreement. Changed and/or added appendices are signed by both parties and become an integral part of the agreement after signature.

Article 4: Duration of the agreement

4.1. Unless otherwise agreed between the parties, the agreement will always be tacitly extended under equal conditions for the duration of the original agreement, unless the client indicates at least three months before the end of the term of the (extended) agreement by registered letter or writ. not wishing to renew the agreement after the expiry of the latter term.

4.2. Unless otherwise agreed, the agreement cannot be prematurely terminated by the client. The applicability of article 7:408 paragraph 1 of the Dutch Civil Code is expressly excluded.

4.3. Contrary to Article 7:408 paragraph 2 of the Dutch Civil Code, the contractor is exclusively entitled to terminate the agreement at all times, unless the nature of the agreement or reasonableness and fairness dictate otherwise. The Contractor must observe a notice period of at least 30 days. All this without the client's right to any form of compensation of any nature whatsoever.

Article 5: Content and commencement of the assignment

5.1. The assignment includes everything that the parties have agreed upon. If the contractor has provided a quotation, this will form part of the assignment, insofar as the parties have not deviated from it afterwards.

5.2. The client guarantees that, to the best of its knowledge, it provides the contractor with all cooperation and information necessary for the execution of the assignment in a timely and correct manner. If this is not done, incorrectly or not in time, the contractor is entitled to suspend the execution of the assignment.

5.3. The Contractor will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all this on the basis of the laws and regulations applicable at that time.

Article 6: ICT infrastructure made available remotely

6.1. The Contractor will make every effort to ensure that the (remotely) made available ICT infrastructure functions properly and strives for the highest possible availability, the performance of the systems and connectivity. However, the Contractor does not provide any guarantees in this regard.

6.2. The Contractor reserves the right to change the technical properties (including software) of the ICT infrastructure in the interim in order to improve functionality and to repair any errors or to comply with or pursuant to the law.

The Contractor will make every effort to identify and repair any errors in the ICT infrastructure; however, the Contractor cannot guarantee that all errors will be corrected in a timely manner.

6.3. The Contractor reserves the right to temporarily disable the ICT infrastructure made available to the Client (remotely via the internet) for maintenance, modification, and/or improvement purposes. The Contractor will conduct such a temporary disablement outside office hours whenever possible and will notify the Client in advance of the planned disablement. The Contractor will never be liable to pay any damages to the Client due to such a temporary disablement of the ICT infrastructure.

6.4. The Contractor does not undertake to make a backup of the data, unless it has been explicitly agreed in the agreement that the Contractor is responsible for making backups.

6.5. The Contractor is not responsible to the Client or a third party for unauthorized access to the Client's data or unauthorized use of the data.

6.6. The Client and its users determine which data are stored, edited, processed, or otherwise entered. The Contractor has no knowledge of this data and only provides the ICT infrastructure. Therefore, the Client and its users remain responsible for the data they enter, data analyses, or the loss thereof. The Contractor is therefore not liable for any damage resulting from the data entered, data analyses, or loss thereof by the Client and its users.

Article 7: Changes to the assignment

7.1. The parties will consult with each other about an adjustment of the assignment if changes occur in the principles or other circumstances on which the assignment was based and/or if the proper fulfillment of the assignment requires additional work. In these consultations, the parties take into account each other's legitimate interests.

7.2. In principle, the changes to the assignment agreed between the parties must be confirmed in writing by the client to the contractor, who then gives written approval. If the changes are only agreed verbally, the risk for the correct implementation of these changes, as well as the consequences arising from the changes, are for the account of the client.

7.3. Any additional costs as a result of changes in the order will be borne by the client. If an agreed execution period is unexpectedly brought forward by the client, any additional costs will be fully borne by the client.

7.4. The client accepts that the time schedule of the assignment can be influenced if the parties agree in writing in the interim to expand and/or change the approach, working method or scope of the assignment and/or the work resulting therefrom.

Article 8: Engaging third parties

8.1 The Contractor is entitled to have orders placed with it carried out by one or more employees of the Contractor under its responsibility, if necessary involving third parties.

8.2 When engaging third parties, the client will be notified. If the general terms and conditions of the engaged third party apply to the agreement with the client regarding their work, the contractor is entitled to (also) invoke the provisions of the third party's terms and conditions vis-à-vis the client, as if the work were performed by the contractor itself.

8.3. The Contractor shall never be liable for any deficiencies in the performance of work by third parties.

Article 9: Secondment to client

9.1 In the event that a person employed by the Contractor is seconded to the Client, the Contractor shall, subject to the remainder of this article, be solely responsible for the availability of this person with the agreed quality for the agreed period.

9.2 Except as provided in the previous paragraph, the Contractor shall not be liable for compensation for damage to the Client or third parties (partly) caused by the person(s) made available.

9.3 The client is liable for, and indemnifies the contractor against, claims for compensation for damage from third parties caused by the person(s) made available to the client.

Article 10: Execution periods

10.1 Any agreed-upon implementation deadlines in the agreement and/or associated appendices are never final deadlines, but are merely a reasonable estimate, unless otherwise agreed in writing. Exceeding the agreed implementation deadline therefore does not constitute an attributable breach and does not entitle the client to compensation, termination of the agreement, or non-fulfillment of any obligation or payment to the contractor.

10.2 If there is a risk of exceeding any deadline, the client and contractor will consult with each other to discuss the consequences of the exceedance for further planning.

Article 11: Suspension

11.1 The Contractor is authorized to suspend the fulfillment of its obligations under the Agreement if and to the extent the Client fails to fulfill its obligations, fails to fulfill them in full, or fails to fulfill them on time, or if, after the conclusion of the Agreement, the Contractor becomes aware of circumstances that give it good reason to fear that the Client will not fulfill its obligations. The Contractor may also suspend the fulfillment of its obligations under the Agreement if, due to delay on the Client's part, it can no longer be expected to fulfill the Agreement under the originally agreed conditions. The right of suspension referred to in this clause does not affect the Contractor's right to terminate the Agreement pursuant to Article 15.

11.2 If the contractor suspends the performance, it is in no way obligated to compensate for any damages or costs incurred as a result. The provisions of Article 10 do not apply in the event of suspension.

Article 12: Retention of title

12.1 The goods delivered under the agreement remain the property of the contractor until the client has fully fulfilled all financial obligations under the agreement concluded with the contractor. The client is not authorized to pledge or otherwise encumber the goods subject to the retention of title. The client must always do everything that can reasonably be expected of them to safeguard the contractor's ownership rights. If third parties seize the goods delivered under retention of title or wish to establish or assert (property law) rights thereto, the client is obligated to immediately inform the contractor thereof. Furthermore, the client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to make the insurance policy available to the contractor for inspection upon first request. In the event of any payment from the insurance company, the contractor is entitled to these funds.

Article 13: Prices and payment conditions

13.1 All prices and rates in quotations, agreements, or other appendices are in euros and exclude sales tax (VAT) and other government-imposed levies. Travel and/or accommodation expenses, additional hours, and other special costs related to the work are not included in the prices and rates and may be invoiced separately by the contractor.

13.2 Payment of the contractor's invoices must be made, without suspension or offset, within 14 days of the invoice date.

13.3 If the client fails to (fully) meet their payment obligations to the contractor within the agreed term, they will be deemed to be in default by operation of law and will owe interest on the outstanding invoice amount—without prior notice or demand—from the date the invoice should have been paid until the date the invoice is paid in full. This interest amounts to one-twelfth of the statutory annual interest rate applicable at the time of invoicing for each month (or part thereof) that the payment term is exceeded.

13.4 All costs, both judicial and extrajudicial, incurred in connection with the collection of amounts owed by the client and not paid on time are the client's responsibility. Submission of the relevant invoices suffices to prove the liability for these costs.

13.5 Objections regarding the invoice must be submitted to the contractor in writing within 7 days of the invoice date. The payment term will not be suspended as a result of such an objection.

Article 14: Guarantees

14.1 The Contractor has the right to demand security from the Client in the form of a surety, bank guarantee, deposit, or other form of security if there is reasonable doubt as to whether the Client will meet its payment obligation.

14.2 The amount for which security must be provided will not exceed the amount the client owes the contractor over a six-month period for the agreed services and/or deliveries. The client must comply with such a request from the contractor within two weeks.

14.3 As soon as the need for security no longer exists, the contractor will notify the client that the surety, bank guarantee or other form of security may lapse or that the security deposit will be refunded.

14.4 No interest will be paid by the contractor on the security.

Article 15: Grounds for cancellation

15.1 The Contractor is entitled to terminate the assignment in the event of bankruptcy, seizure, suspension of payments by the Client, cessation of operations, liquidation of the Client's company, merger, demerger, or other change in the legal or collaborative structure, including dissolution of a legal entity or loss of legal personality, or other circumstances that give the Contractor reasonable grounds to fear that the Client will not fulfill its obligations. Furthermore, the Contractor is entitled to terminate the assignment if the Client fails to meet its payment obligations as described in Article 13 of these General Terms and Conditions.

15.2 If the Contractor is attributable to a breach of contract, the Client must notify the Contractor in writing within a reasonable period of time after discovering the breach and allow the Contractor a reasonable period to remedy the breach and/or to (have) its consequences remedied. If the foregoing does not lead to the resolution of the breach and/or full remedy of its consequences, the Client is entitled to terminate the contract prematurely on this basis.

Article 16: Consequences of cancellation

16.1 If the assignment is terminated by the contractor on any of the grounds referred to in Article 15, the contractor is not obligated to pay damages in any form or under any name whatsoever. The client is then obligated to pay the contractor's invoiced and any costs yet to be invoiced, based on the status of the work at the time the termination takes effect.

16.2 If the assignment is terminated by the client on the grounds stated in the second paragraph of article 15, then the client is obliged to pay the invoiced and any costs yet to be invoiced by the contractor, all in accordance with the status of the work at the time the termination takes effect.

16.3 If the client terminates the agreement without an attributable breach as referred to in the second paragraph of Article 15, the client is obligated to pay the contractor's invoiced costs and any costs yet to be invoiced. In addition, the client is liable for 100% of the remaining costs that would have been due upon full completion of the agreement.

Article 17: Liability

17.1 The Contractor is only liable for shortcomings in the performance of the assignment or its delivery, insofar as these are the result of gross negligence or intent. This liability is further limited to direct damages only, and in no event will the total compensation exceed 10% of the assignment value.

17.2 The Contractor is solely liable for direct damage and never for indirect damage, including but not limited to consequential damage, fines imposed by regulators, lost profits, lost savings, and damage due to business interruption. The Contractor is also excluded from liability for mutilation, destruction of data, or damage due to data loss.

17.3 The Contractor's liability will arise only if the Client notifies the Contractor in writing of the default within 30 days of discovery, setting a reasonable period for remedying the default, and the Contractor continues to fail to fulfill its obligations after that period. The notice of default must contain as detailed a description of the default as possible, so that the Contractor can respond adequately. The obligation to give notice of default lapses if performance or repair is permanently impossible.

17.4 All claims of the client against the contractor with regard to the execution of the assignment shall expire 6 months after the services have been provided.

Article 18: Indemnification

18.1 The Client indemnifies the Contractor against all claims from third parties who suffer damage in connection with the performance of the agreement, the cause of which is attributable to parties other than the Contractor. If the Contractor is held liable by third parties for this reason, the Client is obligated to assist the Contractor both extrajudicially and in court and to immediately take all actions or refrain from taking all steps that may be expected of them in that case. In the absence of such actions or refrain from taking any such steps, the Contractor is entitled to take the necessary measures itself, without first having to notify the Client of the default. All costs and damages incurred by the Contractor in this regard shall be borne by the Client.

18.2 If the client requests the contractor to provide goods such as digital files and/or instructions to third parties, this will be done outside the contractor's responsibility and therefore entirely at the client's expense and risk. The client has an express duty of care to inspect (or have inspected) the goods provided by third parties.

Article 19: Force majeure

19.1 Neither party shall be obliged to fulfil any obligation if prevented from doing so as a result of force majeure.

19.2 To the extent not already included, force majeure shall be understood to mean: strikes, occupations, blockades, embargoes, government measures, pandemics, epidemics, war, revolution and/or any similar situation, power failures, disruptions of the internet or other telecommunications facilities, defective goods or late delivery or unsuitability of systems or other software, software or materials the use of which the client has prescribed to the contractor, cable breaks, fire, explosion, water damage, lightning strike, natural disasters, flooding and/or earthquake, shortage of and/or illness of personnel, solvency problems on the part of the contractor, as well as default by third parties engaged by the contractor.

19.3 If the force majeure situation lasts longer than sixty business days, the parties have the right to terminate the agreement by registered written notice, unless it is foreseeable that the force majeure situation will be resolved within a reasonable period. In that case, any performance already performed under the agreement will be settled pro rata, without the parties owing each other anything else.

Article 20: Confidentiality

20.1 The Parties shall maintain confidentiality with regard to all information and data they receive from each other that are marked as confidential or the confidential nature of which arises from the nature of that information and data, unless a legal obligation or a court order requires disclosure of that information and/or data.

20.2 Neither party shall mention the Agreement in publications, advertisements, mailings or otherwise without the other party's permission.

Article 21: Intellectual property rights

21.1 All intellectual property rights to products, object and source codes, programming languages, services, websites, data files, or other materials such as designs, documentation, reports, quotes, and preparatory materials thereof, developed or made available under the agreement, belong exclusively to the contractor, its suppliers, or its licensors. The client acquires only the user rights expressly granted under these General Terms and Conditions, the agreement, and/or the law.

Article 22: Third-party products

22.1 If and to the extent the Contractor supplies third-party products, such as licenses or cloud services, to the Client, the terms and conditions and the End-User License Agreement (EULA) of those third parties will apply to those products, notwithstanding and in addition to any deviating provisions in these General Terms and Conditions. The terms and conditions and the End-User License Agreement (EULA) determine the user rights of the software and any future upgrades, modifications, or addenda thereto.

22.2 The Client accepts the aforementioned terms and conditions and the third-party license agreement (EULA). The Contractor will make the aforementioned terms and conditions and the third-party license agreement (EULA) available digitally as an appendix to the agreement between the Contractor and the Client. If necessary, the Contractor may send the third-party terms and conditions and the third-party license agreement (EULA) to the Client free of charge.

22.3 The Client agrees that the terms and conditions and any third-party license agreement or End-User License Agreement (EULA) apply between the Client and the relevant licensor, and not between the Contractor and the Client. The Contractor is not liable for damage related to third-party products.

22.4 If and to the extent that the aforementioned third-party terms and conditions are deemed not to apply or are declared inapplicable in the relationship between the contractor and the client for any reason whatsoever, the provisions of these General Terms and Conditions shall apply in full.

Article 23: Privacy

23.1 The execution of the agreement may entail processing of personal data. Where appropriate, the contractor can be regarded as a 'processor' and the client as a 'controller' within the meaning of the General Data Protection Regulation (hereinafter: AVG).

23.2 The applicable agreement and/or these General Terms and Conditions are regarded by the parties as an agreement within the meaning of paragraph 3, article 28 of the GDPR, unless the parties have agreed a separate processing agreement.

23.3 The Contractor is not entitled at any time to use the personal data that it obtains in any way, in whole or in part, in any way other than for the execution of the agreement, subject to deviating legal obligations.

23.4 The Contractor will make every effort to take appropriate technical and organizational measures as referred to in Article 32 AVG with regard to the processing of personal data to be carried out and will make every effort to ensure that the security meets a level that, in view of the state of the art, the sensitivity of the personal data and the costs associated with securing the security is not unreasonable.

23.5 The Contractor only processes personal data within the European Economic Area, or at least a country that has been designated as safe by a decision of the European Commission, unless otherwise agreed in writing.

23.6 Any limitations in terms of liability agreed in the agreement and/or these General Terms and Conditions also apply to the processing agreement.

23.7 The Client indemnifies the Contractor against claims based on an infringement with regard to the legal rules (on the processing) of personal and/or personal data of third parties.

Article 24: Security incident reporting obligation

24.1 After discovery, the Contractor will inform the Client without delay and within forty-eight (48) hours about all security breaches as well as other incidents that must be reported to regulators pursuant to legislation, without prejudice to the obligation to undo the consequences of such breaches and incidents as soon as possible. make or limit it.

24.2 The Contractor shall provide the Client with the following information in the event of a data breach:

1. the date when the data breach occurred. If no exact date is known, the period within which the leak occurred;
2. what is the (alleged) cause of the data breach;
3. the date and time on which the data breach became known to the contractor or to a third party or subcontractor engaged by it;
4. the (possibly) affected personal data;
5. any consequences of the breach of the processing of personal data;
6. what measures are planned and/or already taken to close the data breach and to limit the consequences of the data breach.

24.3 The Client decides whether the data breach must be reported to the supervisory authority and/or those involved. The contractor will assist the client where possible (insofar as necessary) in complying with the obligation to report the data breach to the Dutch Data Protection Authority.

24.4 The Contractor will provide all necessary cooperation in providing additional information, if necessary, to the supervisor(s) and those involved in the shortest possible time.

Article 25: Electronic means of communication

25.1 If communication between the client and contractor takes place using electronic means such as email and other forms of data transmission, both parties will ensure standard virus protection to the greatest extent possible. Neither party is liable to the other for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication, nor for messages that are not received or received in a damaged state.

Article 26: Interim amendment to General Terms and Conditions

26.1 The Contractor may amend these Terms and Conditions from time to time if this is necessary due to (i) applicable law, including but not limited to a change in legislation; (ii) an advisory opinion and/or court order based on applicable law; (iii) the development of the Services; (iv) technical reasons; (v) operational requirements; or (vi) changes to the terms and conditions in favor of the Client. The Contractor will notify the Client of the proposed amendment before it becomes effective, either through the user interface, by email, or by other reasonable means.

26.2 Amendments will take effect four weeks after the announcement or on a later date specified in the announcement, unless an objection to any amendments is made in writing within four weeks of the date of the amendment.

Article 27: Transfer of rights and obligations

27.1 Parties are not entitled to transfer, alienate or encumber any rights or obligations under this Agreement, in whole or in part, to a third party without the written consent of the other party, unless otherwise agreed in these General Terms and Conditions.

27.2 The prohibition on the transfer of rights and obligations contained in Article 27.1 is a clause pursuant to Article 3:83 paragraph 2 of the Dutch Civil Code and has effect under property law.

Article 28: Dispute settlement

28.1 Dutch law applies to all agreements between the client and the contractor.

28.2 Disputes will be settled exclusively by the competent court in the district where the contractor is established. Nevertheless, the contractor reserves the right to submit disputes to the competent court in the client's place of residence or another competent court.

28.3 In the event of a dispute, the parties shall make every effort to reach a resolution of the dispute.

28.4 If this agreement and its appendices are or become (partially) invalid, void, or unenforceable, the parties will remain bound by the remaining portion. The parties will replace the invalid, void, or unenforceable portion with provisions that are valid and binding and whose legal consequences, given the content and scope of the agreement, correspond as closely as possible to those of the invalid, void, or unenforceable portion.