The following definitions apply in these General Terms and Conditions:
a. General Terms and Conditions: these general terms and conditions of sale of Numen;
b. Numen: Numen B.V., established in Hilversum at Lage Naarderweg 45-47 and registered with the Chamber of Commerce under number 97752401.
c. Quotation: an offer from Numen to the Client for a specific assignment from the Client, which sets out: a description of Numen's services, the price charged for these services, and which services are not included in the price.
d. Agreement: the totality of arrangements between Numen and the Client laid down in a written (framework) agreement and/or Quotation, of which the General Terms and Conditions always form an integral part;
e. Client: any natural or legal person with whom Numen concludes an Agreement, to whom it has provided a Quotation, with whom it otherwise has a commitment, or with whom Numen is negotiating the conclusion of an agreement;
f. A reference to the plural of a defined term includes a reference to the singular thereof and vice versa.
1. These General Terms and Conditions apply to all requests, Quotations, the Agreement, and other commitments between Numen and the Client. If the General Terms and Conditions apply to the Agreement concluded by Numen and the Client, the General Terms and Conditions will also apply to all subsequent agreements.
2. Deviations from and/or additions to the General Terms and Conditions or the Agreement can only be agreed upon in writing.
3. The applicability of the General Terms and Conditions of the Client is hereby rejected and is expressly not applicable to the Agreement.
4. In the event the content of the Agreement deviates from the content of the General Terms and Conditions, the content of the Agreement shall prevail.
1. Offers from Numen are always without obligation.
2. The Agreement between Numen and the Client is concluded if the Client has signed Numen's Quotation or if the Client has approved Numen's Quotation by e-mail.
3. Offers or Quotations do not automatically apply to future assignments.
4. A framework agreement signed by Numen and the Client does not oblige the Client to provide assignments to Numen, nor is Numen obliged to commence providing services based on the framework agreement. Numen's obligation to perform services on behalf of the Client only arises the moment the Client has signed Numen's Quotation.
5. If Numen and the Client have agreed on a framework agreement, this framework agreement applies to all Quotations issued by Numen to the Client.
6. Additions to and amendments of provisions in the Agreement shall only bind Numen after Numen has accepted these in writing.
7. Verbal commitments by Numen only bind Numen after they have been confirmed in writing.
8. Changes to the Agreement may result in Numen exceeding agreed delivery terms. In that case, the Client is not entitled to compensation, dissolution, and/or suspension.
1. Numen shall execute the Agreement to the best of its ability and with care in accordance with the requirements of good workmanship. The services are performed on the basis of a best-efforts obligation.
2. Numen is at all times entitled to engage auxiliary persons and third parties at its own discretion in the execution of the Agreement. In the event Numen engages auxiliary persons and/or third parties, Numen will require these auxiliary persons and/or third parties to perform their services to the best of their ability and with care in accordance with the requirements of good workmanship, in accordance with socially acceptable ethical standards, and in accordance with the quality that Numen applies to its own services.
3. Numen is only capable of properly performing its services if the Client has made all necessary information available fully and in a timely manner, and the Client is available for consultation.
4. The Client ensures that all data requested by Numen, which are important for the execution of the Agreement, are provided to Numen in a timely manner and in the desired format. Numen is entitled to immediately suspend its obligations towards the Client – without any obligation to pay compensation – in the event the Client, in Numen's opinion, does not fully comply with its information obligations as stated in this paragraph.
5. If during the execution of the Agreement the nature, content, or scope of the Agreement is changed, Numen has the right to amend the originally agreed compensation for Numen. Due to an amendment of the Agreement, the originally specified term of execution may also be changed.
6. Without thereby falling into default, Numen may refuse a request to amend the Agreement if this could have qualitative consequences for the services to be provided by Numen.
7. If a term is agreed upon or specified for the delivery of certain goods or services, this is never a strict deadline for Numen. In the event of a term being exceeded, Numen must always be given the opportunity to fulfill the obligation within a reasonable term.
8. In the event Numen and the Client have agreed on an amount for the services to be performed, this constitutes an estimate. If Numen is at risk of exceeding this estimate for the services it has performed, Numen will contact the Client. Numen and the Client will then make additional arrangements regarding the compensation for the services yet to be performed by Numen, in line with the already existing arrangements. The additional services of Numen take place on the basis of Numen's applied hourly rate. The Client will pay for these additional services.
9. Unless agreed otherwise between the Client and Numen, Numen is entitled to issue a press release after entering into the Agreement.
1. Numen is entitled to reasonably adjust the prices and rates unilaterally on an annual basis at the beginning of each calendar year. Furthermore, in the event of an adjustment to cost-determining factors, such as personnel costs, and due to government-determined fees, taxes, and premiums, Numen is entitled to pass these on to the Client with immediate effect by means of a proportionate adjustment to the prices charged by Numen.
2. Payment must be made within 30 days after the invoice date. If the full amount has not been credited to the designated Numen bank account no later than thirty days after the invoice date, the Client is immediately in default without further notice of default being required. From the day the default commences, the Client owes an interest rate of 2% per month or part of a month.
3. Payments by the Client to Numen are first deducted from extrajudicial costs, then from interest, and then from the outstanding invoice, in order from oldest to newest.
1. If a framework agreement for an indefinite period has been agreed between Numen and the Client, Numen and the Client have the right to terminate the framework agreement with a notice period of at least 3 months.
2. If a framework agreement for a fixed period has been agreed between Numen and the Client, Numen and the Client have the right to terminate the framework agreement prematurely with a notice period of at least 2 months. In the event that the Client or Numen has not terminated the framework agreement in writing 2 months prior to the end of the term, the framework agreement will be extended for a period of 1 year.
3. A Quotation ends when Numen has fully completed the work, as described in the Quotation, and the Client has paid the amount relating to the work in full. An assignment based on the Quotation signed by Numen and the Client cannot be terminated prematurely, unless there is an external cause, as a result of which the services to be performed by Numen have reasonably become meaningless, and over which the Client has no influence whatsoever. In the event of an external cause, as described above, the Client has the right to terminate the aforementioned assignment immediately. From the moment of termination, Numen is no longer obliged to perform its services. As a result of premature termination, the assignment ends immediately after the Client has fully paid the total amount of hours worked and costs incurred by Numen, augmented by a cancellation fee of 20%, at Numen's discretion.
4. Numen has the right to dissolve the Agreement, or to terminate the Agreement prematurely, if there is a shortcoming by the Client in the fulfillment of its obligations under the Agreement, and the Client has not fully remedied this shortcoming within a reasonable period after notification of that shortcoming by Numen. It is not required for this that the shortcoming is attributable.
5. Numen is in any case entitled to dissolve the Agreement immediately or to terminate the Agreement prematurely, without a prior written notice of default being required, in the event of:
a) (application for) bankruptcy;
b) (application for) suspension of payments;
c) (partial) liquidation;
d) seizure of the Client's assets;
e) the Client being placed under guardianship or dying;
f) the Client transferring (significant parts of) its business or control thereof in whole or in part; and/or
g) violation of the confidentiality clause.
6. In the event of dissolution or termination of the Agreement by Numen as referred to in paragraph 4 or 5 of this article, all claims that Numen has or may acquire against the Client are immediately due and payable.
7. Numen is not obliged to compensate any damage or to pay/reimburse costs in connection with the (premature) termination or dissolution.
8. Obligations which by their nature are intended to continue even after termination of the Agreement, shall continue to exist after termination.
1. Force majeure exists if the shortcoming of one of the parties is not due to its fault, nor is it for its account pursuant to the law, a legal act, or generally accepted views. In the event of force majeure, each party is entitled (in deviation from article 6 paragraph 4) to dissolve/terminate the Agreement out of court, in whole or in part, in writing with immediate effect, or to suspend its obligations.
2. Force majeure for Numen in any case includes, but is not limited to: strikes in the business of Numen, of the Client, or of third parties on whom Numen is in any way dependent for the execution of the Agreement, threat of war, war, revolt, acts of war, boycott, government measures as a result of (pan)epidemics (such as Covid-19), disruptions or impediments in traffic or transport, restrictive measures by the government, untimely delivery of raw materials or other required materials or failure of delivery thereof, bankruptcy or suspension of payments of one or more of its suppliers or engaged third parties, natural disasters, weather conditions preventing the services from being adequately performed, electricity disruptions, internet, computer network or telecommunication facility disruptions, and impeding health complaints or death of key personnel of Numen (including – but not limited to – its director(s)), and any other circumstance independent of Numen's will that temporarily or permanently hinders compliance with the agreement.
1. Numen is insured for potential damage as a result of the performance of its services with a maximum amount of € xx-- per claim (insofar as the professional liability insurance covers the liability claim).
2. Any liability of Numen is always limited to the amount actually paid out by the insurer per event, whereby a series of events is qualified as one event. If, for whatever reason, no payment is made by the insurer, any liability of Numen is limited to an amount equal to the invoices sent by Numen to the Client over a period of nine months preceding that event. The Client agrees that the aforementioned coverage constitutes adequate coverage for the execution of the Agreement.
3. Numen is liable for personal injury, property damage, and/or financial loss insofar as this is the direct result of a material attributable failure by Numen, and exclusively insofar as another is directly related to or directly results from the performance of its services. Numen is not liable for lost turnover, savings, reduced goodwill, and/or other forms of indirect damage of any kind.
4. Numen is not liable for damage caused by or resulting from one or more acts of its contractors, subcontractors, or third parties.
5. The Client is at all times obliged to substantiate any claimed damage, for which it holds Numen liable, with reasons and specifications in writing within a period of 30 days after the Client has discovered or reasonably should have discovered the damage, under penalty of forfeiture of rights.
6. Before the Client proceeds to claim damages from Numen, the Client must first give Numen notice of default and give Numen the opportunity to still perform within a reasonable period, or to reverse/remedy the adverse consequences of the failure and/or the unlawful act.
7. All limitations or exclusions of liability in the Agreement and these General Terms and Conditions do not apply if the damage is the result of intent or deliberate recklessness on the part of Numen, its management, and/or subordinate(s).
8. The Client fully and unconditionally indemnifies Numen against claims from third parties relating to the execution of the Agreement. All costs and damages on the part of Numen arising from this are at the expense of the Client. This indemnification obligation does not apply if the claim of Third Parties is the result of deliberate recklessness or intentional acts by Numen, its management, and/or subordinate(s).
1. Numen reserves the rights and powers vested in it under its intellectual property rights, which have arisen and/or been registered as a result of services provided by Numen, whether or not for the Client.
2. Numen has the right to use the knowledge acquired through the execution of an Agreement on its side for other purposes as well, provided that no confidential information of the Client is brought to the knowledge of third parties.
3. For the duration of the Agreement, and for a period of 5 years after the termination of the Agreement, Numen grants the Client a license to use the intellectual property rights for the agreed purpose and within the agreed territory. If the Client wishes to use the intellectual property rights outside the agreed purpose and territory, this is permitted after Numen has granted written permission for this. Upon request of Numen, the Client is obliged after the end of the Agreement to return these documents or data carriers to Numen at its own expense or to destroy them.
4. The Client guarantees that if and insofar as it makes materials, documents, images, data, or other data available or discloses them to Numen within the framework of the Agreement, or if materials, documents, images, data, or other data are used by or on behalf of Numen at the Client's request, the Client is entitled to do so and that these materials and data do not infringe the rights of third parties. The Client indemnifies Numen against third-party claims in this respect.
5. The Client may not remove or alter any copyright notices, trademarks, or other indications of intellectual property rights of Numen. The same applies to notices/indications that certain information is of a confidential nature.
6. The Client grants Numen the right to use the (trade) names, place of establishment, logos, and other indications relating to the Client for marketing purposes. The aforementioned indications may be used, among other things (but not exclusively), for the promotion of Numen, as a reference on Numen's website, and in presentations for clients and potential future clients.
1. Unless otherwise agreed in writing with the Client, Numen may, without further restrictions, store, process, and (re)use all information, insofar as this information does not qualify as personal data, that Numen obtains in the context of an Agreement.
2. Insofar as Numen and the Client share personal data with each other in the context of the (possible) conclusion of an Agreement or in the execution of an Agreement, they will reasonably comply with the requirements arising from applicable privacy legislation, such as the General Data Protection Regulation ("GDPR").
3. The Client guarantees that it – given the nature of the data and the state of the art – will take appropriate technical and organizational measures to protect any personal data that the Client receives from Numen.
4. The Client guarantees that all data (such as personal data) it makes available to Numen has been obtained lawfully, has been made available to Numen in a lawful and secure manner, and that the data does not infringe any rights of third parties. The Client indemnifies Numen against all claims or actions by public authorities and/or individuals against Numen arising from any infringement by the Client and/or its processor of any rights of third parties or obligations that arise from privacy legislation.
5. With respect to all data and personal data that Numen receives from the Client, Numen will take all necessary security measures and maintain complete confidentiality, unless disclosure is necessary for the execution of an agreement or compliance with a statutory provision or court order.
1. Numen and the Client are obliged to maintain strict confidentiality of all data, information, and knowledge obtained in the context of this Agreement, which must reasonably be assumed to be confidential, unless disclosure is necessary for the execution of an agreement or compliance with a statutory provision or court order.
2. Numen and the Client guarantee and warrant that their employees and the contractors engaged by them will adhere to the same confidentiality obligation.
3. Numen and the Client will not express themselves negatively about each other in public.
1. The Client waives its right to dissolve, annul, suspend, and/or offset. The invalidity of a provision from the Agreement and/or from these General Terms and Conditions has no consequences for the validity of the other provisions of the Agreement and these General Terms and Conditions.
2. If it is established in court that one or more articles from the Agreement or these General Terms and Conditions are invalid or otherwise not legally binding, Numen and the Client will, in mutual consultation and in the spirit of the Agreement and/or these General Terms and Conditions, amend these into provisions that differ as little as possible from the relevant non-binding articles.
3. Obligations which by their nature are intended to continue even after the end of the Agreement, shall remain in existence after the end of the Agreement. These obligations shall in any case include, but are not limited to, the obligations arising from the confidentiality and non-solicitation clauses.
4. In the event of inconsistency between the Dutch version of these General Terms and Conditions and any translated version of these General Terms and Conditions, the Dutch version shall prevail.
5. All communications in connection with agreements between the parties under the Agreement must, in order to be effective, be made in writing. "In writing" is understood to mean by (registered) letter or by e-mail.
All disputes arising from agreements concluded under these general terms and conditions and from agreements that result therefrom, may exclusively be brought before the competent court of the District Court of Amsterdam, including obtaining provisional remedies.