Terms and Conditions

These general terms and conditions apply to all advice, offers, agreements and the performance thereof between VEYNEX RECRUITMENT B.V. h.o.d.n. SPHERE IT ("Sphere IT") and the customer ("Customer") for the provision of business services, consisting of the development of software, the setting up of infra environments, the digitalisation of workplaces, the setting up of data warehouses and dashboards, the setting up and monitoring of IT Assets environments as well as services in the field of cybersecurity ("Services"). Deviations from and additions to these general terms and conditions shall only be valid if expressly agreed in writing between Sphere IT and the Customer. The applicability of general terms and conditions of the Customer, whether published on the Customer's website, stated on a (purchase) order or otherwise, is expressly rejected.

Article 1 - Offers

  1. Unless expressly agreed otherwise in writing, all offers and other expressions of Sphere IT, in whatever form, are entirely without obligation. An offer is valid for the term explicitly mentioned in that offer. If no validity period is included in that offer, this period is deemed to be a maximum of 30 days counting from the date of the offer.
  2. All data provided with an offer, such as images and descriptions, are exclusively informative and stated as accurately as possible. Obvious mistakes or obvious errors in the offer do not bind Sphere IT.
  3. The Customer guarantees the accuracy and completeness of the information provided by or on behalf of him to Sphere IT on which Sphere IT has based its offer.
  4. Each offer contains such information that the rights and obligations attached to the acceptance of the offer are clear to the Customer.
  5. Any subsequent additional agreements, changes to the offer or promises made by Sphere IT shall only bind Sphere IT if confirmed by it in writing.

Article 2 - Agreements

  1. Subject to the provisions below, an agreement will only be concluded after the Customer has accepted or confirmed an offer in writing, respectively, or Sphere IT has commenced performance of the Service. If an acceptance by the Customer deviates from the offer, this is considered a new offer by the Customer. That new offer must be accepted by Sphere IT in writing.
  2. Any subsequent additional agreements, amendments to the agreement or undertakings by Sphere IT, bind Sphere IT only if confirmed by it in writing. The originally agreed delivery time may, at the discretion of Sphere IT, be cancelled as a result.

Article 3 - Customer obligations

  1. To enable a proper execution of the agreement, the Customer is always obliged to provide all (technical) data, specifications, designs, information and information reasonably required by Sphere IT in a timely manner. The Client is responsible and guarantees the accuracy and completeness thereof.
  2. The Customer shall always provide any cooperation reasonably requested by Sphere IT in a timely manner.
  3. Insofar as the Customer makes equipment, items, goods and/or other resources available to Sphere IT in connection with the performance of the contract, the Customer guarantees the accuracy and completeness of those resources and the timely provision thereof to Sphere IT. Sphere IT shall keep the aforementioned resources with the care of a good custodian. Sphere IT shall not be liable for any damage, loss or destruction of the resources made available, except in the case of intent and/or deliberate recklessness on the part of Sphere IT.
  4. Sphere IT is entitled to suspend its obligations under the agreement until the Customer has fulfilled its obligations as mentioned in this article 3. If, after written notice of default, the Customer has still not (fully) fulfilled its obligations, Sphere IT has the right to dissolve the contract. In that case, the Customer shall be liable to Sphere IT for all damages and/or costs resulting from the failure to fulfil its obligations, to fulfil them on time and/or in full.
  5. If Services are to be performed at the Customer's location, the Customer shall provide the necessary facilities and access to the location in good time and free of charge.

Article 4 - Prices

  1. Unless explicitly agreed otherwise in writing, all prices are based on the prices and rates applied by Sphere IT at the time of the offer or the conclusion of the agreement, excluding VAT and other taxes, levies and government charges.
  2. Unless expressly agreed otherwise in writing, the Customer may not derive any rights from any pre-calculation or budget issued by Sphere IT.
  3. Irrespective of whether any price increases were foreseeable at the time of an offer and/or at the conclusion of an agreement, Sphere IT is at all times entitled to implement price changes as a result of changes in VAT rates, or as a result of rising purchase prices, prices of services and/or work performed by third parties, prices of (auxiliary) materials or raw materials, wages, social security contributions, taxes, import or export duties and/or other cost factors, including price increases as a result of exchange rate changes.
  4. Sphere IT is entitled to increase agreed prices in case of unclear sketches, drawings or models provided by the Customer, faulty data carriers, faulty computer software or data files, faulty method of delivery of the materials or products to be supplied by the Customer and all similar deliveries by the Customer which compel Sphere IT to do more work or incur more costs than could reasonably be expected at the time of entering into the agreement.
  5. All changes compared to the concluded agreement shall, if they result in additional costs as referred to in this article, be considered additional work. The additional work will be charged separately to the Customer.
  6. Sphere IT will - as far as possible - notify the Customer in writing of its intention to increase prices, in which it will in any case state the extent and the date on which the increase will take effect.

Article 5 - Payment

  1. Payment shall be made within 14 days of the invoice date, unless expressly agreed otherwise in writing.
  2. In case of failure to pay on time within the stipulated period, the Customer shall owe contractual default interest of 1% per month, whereby a part of the month shall be counted as a full month, on the gross invoice amount. Furthermore, in the event of non-payment or late payment, the Customer shall owe extrajudicial costs. Those extrajudicial costs amount to 15% of the principal amount due, with a minimum of €350, without prejudice to the right of Sphere IT to charge the actual costs incurred to the Customer if they should exceed the amount of extrajudicial costs so calculated and without prejudice to all other statutory and contractual rights of Sphere IT.
  3. Payments made by the Customer shall always first be applied to settle all interest and costs due and then to reduce the longest outstanding payable invoices, even if the Customer states that the payment relates to another invoice.
  4. In case of a delay in the delivery of the Services due to the fault of the Customer, Sphere IT is entitled to invoice the costs already incurred as well as a part of the total quoted price in proportion to the Services already delivered. Sphere IT is entitled to invoice at the moment, at which, if no delay would have occurred, invoicing would be possible.
  5. Sphere IT may at any time, regardless of the agreed payment terms, require the Customer to pay in advance or provide security for its obligations under the agreement, failing which Sphere IT is entitled to suspend the provision of Services or terminate the agreement, without prejudice to Sphere IT's right to compensation for all damages and/or other legal and contractual rights.

Article 6 - Execution of Services

  1. Sphere IT will use its best efforts to perform the Services with care and in accordance with the agreements and procedures agreed between the parties. The Services will be performed by Sphere IT on the basis of a best-efforts obligation, unless expressly agreed otherwise in writing.
  2. Sphere IT is entitled to have all or part of the agreement / Services performed by third parties under the responsibility of Sphere IT.
  3. In performing the Services, Sphere IT is entitled to make use of software, materials, software, products, etc. of third parties. Sphere IT is never liable for the consequences of termination of the support, production and/or delivery of the aforementioned resources by third parties. Sphere IT will make every effort to inform the Customer of such termination as soon as possible.
  4. Sphere IT is entitled to make use of Open Source Software when performing the Services. Sphere IT is never liable for a breach of third-party licences and/or a licence agreement by the Customer.

Article 7 - Modification of the agreement and additional work

  1. The time schedule and the agreed fees in the contract may be affected if the contract is extended and/or amended in the interim. If Sphere IT has carried out work or other performances at the request or with the prior consent of the Customer which fall outside the content or scope of the agreed work and/or performances, such work or performances shall be compensated by the Customer in accordance with the agreed rates and, in the absence thereof, in accordance with the usual rates of Sphere IT. In that case, Sphere IT is not (or no longer) bound to any deadline (for completion or otherwise) or (delivery) date. Sphere IT will, in the event of an extension/amendment of the agreement, inform the Customer in writing about the financial consequences thereof and about the possible consequences for deadlines, agreements and procedures in the agreement.
  2. If a fixed price has been agreed between the parties for the Services, Sphere IT will inform the Customer in writing of the financial consequences of the additional work or performance referred to in this article.

Article 8 - Intellectual property rights

  1. All intellectual property rights to the embedded software developed under the agreement and/or other works produced, shall belong exclusively to Sphere IT. The Customer only acquires the rights of use expressly granted by these general terms and conditions, the agreement and/or the law. Any right of use granted to the Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
  2. If Sphere IT is willing to undertake to transfer an intellectual property right, such an undertaking can only be made in writing and explicitly. Transfer will only take place after full payment of Sphere IT's (additional work) invoices. Transfer does not affect the right or the ability of Sphere IT to use and/or exploit components, designs, algorithms, documentation, works, protocols, ideas, programming languages, etc., underlying that development for other purposes, either for itself or for third parties, without any restriction. Also, the transfer does not affect Sphere IT's right or ability to make developments for itself or a third party that are similar or derived from those made or to be made for the benefit of the Customer.
  3. The Customer guarantees that the performance of the contract does not infringe any rights that third parties may assert under copyright laws or other national, supranational or international regulations on intellectual or industrial property rights. If third party(ies) approach the Customer that the performance of the Agreement infringes any intellectual or industrial property rights of such third party(ies), the Customer is obliged to immediately notify Sphere IT in writing. The Customer indemnifies Sphere IT both in and out of court for all claims that third parties may assert under the aforementioned laws or regulations.
  4. If, with respect to the correctness of the rights claimed by third parties as aforementioned, there is or remains reasonable doubt, Sphere IT is authorised to suspend the performance of the contract until such time as it is irrevocably established in court that Sphere IT does not infringe these rights by performing the contract. If it is established that Sphere IT infringes the rights of third parties by the performance of the contract, Sphere IT is authorised to dissolve the contract without judicial intervention and to claim compensation for damages suffered and to be suffered by Sphere IT.
  5. Sphere IT is never obliged to carry out data conversion, unless expressly agreed in writing with the Customer.
  6. Sphere IT is entitled to use image, logo or name of the Customer for advertising purposes and/or external communication.

Article 9 - Time limits

  1. Any (interim) (delivery) deadlines and/or (delivery) dates agreed for Sphere IT are to be considered target deadlines at all times, do not bind Sphere IT and are always of an indicative nature.
  2. If there is a threat of a deadline being exceeded, the parties will enter into consultations to discuss the consequences of such an overrun.
  3. If the parties have agreed that fulfilment of the agreed work will take place in phases, Sphere IT is entitled to delay the start of the work of the next phase until the Customer has approved the results of the preceding phase in writing.
  4. If no time of commencement of the Services has been agreed, Sphere IT is entitled to determine the time of commencement at its own discretion.

Article 10 - Force majeure

  1. For the purposes of these general terms and conditions, force majeure includes, in addition to its definition in the law and jurisprudence, all external causes, whether direct or indirect, foreseeable or unforeseeable, as a result of which Sphere IT is unable to meet its obligations under the contract. For the purposes of these general terms and conditions, force majeure is in any case understood to mean: epidemics, pandemics, natural disasters, fire, transport strikes, energy disruptions, strikes, staff illness, government measures, including in any case import and export bans, quota restrictions and business interruptions at Sphere IT or its suppliers, as well as defaults by its suppliers as a result of which Sphere IT cannot (or can no longer) fulfil its obligations towards the Customer.
  2. If the force majeure situation will be of a temporary nature, i.e. shorter than two months, Sphere IT has the right to suspend the performance of the agreement for as long as the force majeure situation no longer occurs.
  3. If the force majeure situation is of a permanent nature or lasts longer than two months, Sphere IT has the right to terminate the agreement.
  4. Sphere IT is also entitled to invoke force majeure if the force majeure situation occurs after the Service should have been delivered by Sphere IT.
  5. If, when the force majeure situation arises, Sphere IT has already partially fulfilled its obligations or can still only partially fulfil its obligations, it is entitled to separately invoice the part already carried out or, as the case may be, the executable part, in accordance with Article 4, and the Customer is obliged to pay these invoice amounts as if it were a separate agreement.
  6. In the event of force majeure, the Customer cannot claim compensation from Sphere IT for any damage suffered by it.

Article 11 - Complaints

  1. A complaint relating to the Services performed and work resulting therefrom must be notified in writing to Sphere IT within ten (10) days after the Services have been performed or after (completion) of the work, or within ten (10) days after the discovery of the defect if the Customer proves that he could not reasonably have discovered the defect earlier, specifying the nature and grounds of the complaints.
  2. A complaint regarding an invoice received must be made in writing to Sphere IT within seven (7) days of the invoice date, stating the nature and grounds of the complaints.
  3. A complaint does not suspend the Customer's payment obligation.
  4. If the complaint is not filed in a timely manner, all rights of Customer in connection with the complaint shall expire.

Article 12 - Dissolution and termination

  1. If the Customer does not, not properly or not timely comply with any obligation arising for it from this or any other agreement concluded with Sphere IT, Sphere IT has the right to suspend the performance of the agreement or to dissolve the agreement - after proper notice of default - in whole or in part, without Sphere IT being liable to pay any compensation, without prejudice to Sphere IT's further rights.
  2. If, at the time of dissolution, the Customer has already received performances in execution of the agreement, these performances and the related payment obligations will not be subject to cancellation. Amounts invoiced by Sphere IT before dissolution in connection with what it has already duly performed or delivered in execution of the agreement will remain due in full with due observance of the previous sentence.
    1. If the Customer's bankruptcy or (provisional) suspension of payments has been applied for or declared;
    2. If the Customer transfers, liquidates, dissolves or shuts down all or part of its business;
    3. If all or part of the Customer's assets are subject to execution.
  3. Sphere IT is entitled to terminate the agreement(s) with the Customer immediately and without judicial intervention and without (further) notice of default being required in the following cases:
    1. If the Customer's bankruptcy or (provisional) suspension of payments has been applied for or declared;
    2. If the Customer transfers, liquidates, dissolves or shuts down all or part of its business;
    3. If all or part of the Customer's assets are subject to execution.
  4. The client is obliged to notify Sphere IT immediately of the circumstances mentioned in paragraph 3 of this article.
  5. Sphere IT shall never be liable for any damage and/or consequences resulting from the dissolution or termination and/or related thereto.
  6. In the event of dissolution or termination of the contract, all amounts owed by the Customer to Sphere IT shall be immediately due and payable in full, without prejudice to Sphere IT's right to full damages and other rights due to it for breach by the Customer of its obligations.

Article 13 - Cancellation

  1. If the Customer cancels an agreement for reasons beyond Sphere IT's control, regardless of whether Sphere IT has already started to perform the contract, Sphere IT is entitled to charge the Customer a cancellation fee of 30% of the agreed contract price, to be increased by the damage suffered by Sphere IT if such damage is higher.

Article 14 - Liability

  1. All agreements are performed by Sphere IT on the basis of an obligation of effort. Sphere IT can never be held liable for results not achieved.
  2. Sphere IT is never liable to the Customer for direct, indirect or consequential damage to goods, property and/or persons, which may be caused to the Customer, its employees, its customers and/or any third parties, as a result of the execution of the agreement, except in case of intent or gross negligence on the part of Sphere IT and the Customer proves that it is not at fault in this respect.
  3. Without prejudice to the provisions of the previous paragraph of this article, Sphere IT's liability, on whatever account, shall in any case be limited to a maximum of the amount of the price stipulated for that agreement (excluding VAT).
  4. If, with due observance of the previous provision, Sphere IT should nevertheless be liable for an amount higher than the amount mentioned in paragraph 3 of this article, this liability will at all times be limited to the amount paid out by Sphere IT's insurer, to be increased by the payable excess, such per event.
  5. Any legal claim of the Customer against Sphere IT, arising from a shortcoming (whether or not attributable) or wrongful act on the part of Sphere IT towards the Customer or from any other legal basis, shall lapse by the expiry of twelve (12) months after the Customer first complained to us in this regard.

Article 15 - Confidentiality

  1. The Customer and Sphere IT shall ensure that all information received from the other party which is known or should reasonably be known to be of a confidential nature shall remain secret. This prohibition does not apply if and insofar as the provision of the relevant data to a third party is necessary pursuant to a court order, a statutory regulation, or on the basis of a legally issued order by a public authority or for the proper performance of the agreement. The party receiving the confidential data shall use it only for the purpose for which it was provided.

Article 16 - Miscellaneous

  1. Recourse by the Customer to suspension and/or set-off is expressly excluded. Sphere IT is entitled to suspend the fulfilment of its obligations towards the Customer as long as the Customer has not fulfilled all its obligations under any legal relationship existing with Sphere IT. This suspension applies until such time as the Customer has as yet fully complied with its obligations towards Sphere IT.
  2. If any clause of these general terms and conditions should be null and void, this shall leave the other clauses of these terms and conditions fully intact. In that case, the parties shall make an arrangement for the void or voided clause that comes closest to the original intention of the parties.
  3. Sphere IT is entitled to amend these general terms and conditions unilaterally. In that case, Sphere IT will timely notify the Customer of the amendments. There will be at least 30 days between this notification and the coming into force of the amended terms and conditions. If the amendment results in a performance being required from the Customer that differs substantially from the original performance, the Customer has the right until the day of entry into force to dissolve the contract as of the date that the amended terms and conditions take effect, unless Sphere IT wishes to perform the contract under the original terms and conditions.
  4. In the event that Sphere IT transfers its rights and obligations under the agreement to a third party, Sphere IT shall notify the Customer of this in a timely manner. The Customer hereby already grants its consent to such transfer and undertakes to provide all cooperation necessary for a transfer.

Article 17 - Disputes and choice of law

  1. All offers, agreements and the performance thereof shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
  2. All disputes, including those considered as such by one party only, arising from or related to any advice, offers and/or agreements to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or execution, both of a factual and legal nature, will be settled by the competent court in the district of Limburg, location Roermond.