KOBEON | Legal

Terms & Conditions

Established on 1 October 2023.

General Terms and Conditions Kobeon B.V., located at Herfterlaan 30A, 8026RB, in Zwolle, the Netherlands, registered with the Chamber of Commerce under number 90081935.

‍

Definitions

In these Terms and Conditions, the following terms are used in the following sense unless expressly stated otherwise.

General Terms and Conditions
The General Terms and Conditions as stated below.

Kobeon
Kobeon registered with the Chamber of Commerce as Kobeon B.V., and registered with the Chamber of Commerce under number 90081935.

Assignment
The agreement for the provision of services.

Client
The person who has accepted the validity of these general terms and conditions and has commissioned the provision of services.

Agreement
Any agreement entered into between Kobeon and the client.

‍

Article 1 - Applicability

These General Terms and Conditions apply to every quotation and agreement entered into between Kobeon and the Client, unless these General Terms and Conditions have been expressly deviated from by the parties in writing.
These general terms and conditions also apply to agreements with Kobeon for the execution of which third parties must be involved.
The applicability of any purchasing or other General Terms and Conditions of the client is expressly not accepted.
If it is found that one or more provisions of these General Terms and Conditions are void or voidable, the General Terms and Conditions shall remain in force for all the rest. In such a situation, Kobeon and the client shall enter into consultation with the aim of agreeing on new provisions to replace the void or nullified provisions.
Deviations from the Agreement and General Terms and Conditions shall be valid only if expressly agreed in writing with Kobeon.

‍

Article 2 - Quotes

All quotations by Kobeon are non-binding for up to 4 months, unless the quotation stipulates a different period for acceptance. If a deadline for acceptance has been set in the quotation, the quotation will expire when this deadline has passed.
Kobeon cannot be held to its offers if the Client should have understood, in terms of reasonableness and fairness and generally accepted views, that the offer or any part thereof contains an obvious mistake or slip of the pen.
If the acceptance, whether or not on minor points, deviates from the offer included in the quotation, Kobeon shall not be bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Kobeon indicates otherwise.
By signing the Agreement, the Client agrees to the Terms and Conditions.
All specified prices are in euros, excluding VAT, unless otherwise indicated.

‍

Article 3 - Modification of agreement

If, during the performance of the Agreement, it appears that for proper performance it is necessary to modify or supplement the Agreement, Kobeon shall notify the Client as soon as possible. The parties shall then proceed to amend the Agreement in a timely manner and in mutual consultation.
If the parties agree that the Agreement will be amended or supplemented, the time of completion of the performance may be affected as a result. Kobeon will notify the Client of this as soon as possible.
If the amendment or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, Kobeon will notify Client in advance.
If a fixed rate has been agreed upon, Kobeon shall thereby indicate the extent to which the amendment or supplement to the Agreement affects the price. In doing so, Kobeon will attempt, to the extent possible, to provide a quotation in advance.
Kobeon will not be able to charge additional costs if the amendment or supplement is due to circumstances attributable to Kobeon.
Amendments to the Agreement originally concluded between the Client and Kobeon shall be valid only from the moment that such amendments have been accepted in writing by both parties through an additional or amended Agreement.

‍

Article 4 - Execution of agreement

Kobeon shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Kobeon is entitled to have certain work performed by third parties. The application of articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code is expressly excluded.
Kobeon is entitled to execute the Agreement in stages. If the Agreement is executed in phases, Kobeon shall be entitled to invoice each executed part separately and require payment for it. If and as long as such invoice is not paid by the Client, Kobeon shall not be obliged to execute the next phase and shall be entitled to suspend the Agreement.
If the Agreement is executed in phases, Kobeon is entitled to suspend the execution of those parts belonging to the next phase or phases until the Client has approved in writing the results of the preceding phase.

‍

Article 5 - Pre-Purchased Service Hours

As part of our commitment to flexible and responsive IT services, Kobeon offers clients the opportunity to pre-purchase service hours. These hours can be utilized for accessing a wide range of IT services provided by us, offering the convenience of having immediate support or project resources available as needed. Pre-purchased hours are valid for a period of one (1) year from the date of purchase, ensuring clients have ample time to utilize their hours for their various IT needs.
Clients opting for pre-purchased hours are required to schedule the use of substantial blocks of hours (defined as requests exceeding a full workday) with at least 3 weeks advance notice. This ensures that Kobeon can allocate resources effectively and maintain the high level of service quality our clients expect. Unused hours at the end of the validity period will expire and are non-refundable and non-transferable.

‍

Article 6 - Software development

The Client shall timely provide Kobeon with all data, instructions, materials, passwords and necessary access to the relevant software system, which are necessary for the development and/or maintenance of the software or which the Client should reasonably understand are necessary for the performance of the Agreement.
If the foregoing data and instructions are not provided or provided in a timely manner, Kobeon shall be entitled to suspend the performance of the Agreement. Additional costs incurred due to the delay shall be borne by the Client.
If the materials provided by the Client are protected by intellectual property, the Client guarantees he or she has the required licenses.
Kobeon will endeavor to keep the Client as informed as possible of the latest news and developments relevant to the Client.
After delivery of the software and final approval by the Client, the Client may enter into a maintenance agreement with Kobeon. If the Client wishes maintenance to be performed on the software system after delivery of the software, Kobeon will charge separate rates for this.

‍

Article 7 - Software delivery

If the Agreement concerns the development of software, the Client is obliged to examine it after delivery within one week to see whether the quality and quantity of what has been delivered corresponds to what was agreed, or at least meets the requirements applicable to it in normal trade.
Visible defects and shortages should be reported to Kobeon by the Client within 3 working days of their discovery.
If the Client reports a defect or deficiency, Kobeon shall endeavor to eliminate such defect or deficiency within 14 days at the latest.
The right to (partial) restitution of the price, repair or replacement shall lapse if defects are not reported within the stipulated period, unless a longer period results from the nature of the work or from the circumstances of the case.
The payment obligation shall not be suspended if the Client and Kobeon notifies of the defective item within the specified period.

‍

Article 8 - Execution periods

The work shall be performed within a term specified by Kobeon. If a deadline is agreed or given for the execution of certain work, such deadline is only indicative and is never to be considered as a deadline.
If Kobeon requires data or instructions from the Client that are necessary for the execution of the Agreement, the execution period shall commence after the Client has provided them to Kobeon.
If a term of performance is exceeded, the Client must give Kobeon written notice of default, in which Kobeon is still given a reasonable time to perform the Agreement.
Notice of default shall not be necessary if delivery has become permanently impossible or it has otherwise become apparent that Kobeon will not fulfill its obligations under the Agreement. If Kobeon fails to perform within this period, the Client shall be entitled to terminate the Agreement without judicial intervention and/or to claim damages.

‍

Article 9 - Payment

Payment shall be made by transfer to a bank account designated by Kobeon at the time of purchase or delivery, unless otherwise agreed.
Payment may be made either in advance or in arrears. Payment in arrears must be made within 14 days of the invoice date, in a manner to be indicated by Kobeon and in the currency invoiced, unless otherwise agreed.
The Client is not authorized to deduct from the amount due any amount on account of a counterclaim asserted by it.
Kobeon is entitled to invoice the Client for work performed in the preceding period.
Kobeon and the Client may agree to payment by installments in proportion to the progress of the work. If payment by installments is agreed upon, Client shall pay according to the installments and percentages as set forth in the Agreement.
Objections to the amount of the invoice do not suspend the payment obligation.
After the expiry of 14 days from the invoice date, the Client shall be in default by operation of law without notice of default. The Client shall owe interest of 2% per month on the amount due from the moment of default, unless the legal interest rate is higher.
In the event of bankruptcy, suspension of payments or receivership, Kobeon's claims and Client's obligations to Kobeon shall be immediately due and payable.

‍

Article 10 - Collection costs

If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. In any case, the Client shall owe collection costs.
With respect to the extrajudicial (collection) costs, Kobeon shall be entitled, notwithstanding article 6:96 paragraph 5 of the Civil Code and the Decree on Compensation for Extrajudicial Collection Costs, to compensation of 15% of the total outstanding principal amount with a minimum of € 90 for each invoice that has not been paid in whole or in part.
Any reasonable court costs and enforcement costs incurred shall also be borne by the Client.

‍

Article 11 - Intellectual property

All items delivered by Kobeon under the Agreement shall remain the property of Kobeon until Client has properly fulfilled and paid in full all that it owes under the Agreement.
Also included in the amount due is the reimbursement of all costs and interest, including previous and subsequent deliveries and services rendered, as well as claims for damages for failure to perform.
As long as ownership of the delivered goods has not passed to the Client, the Client may not resell, pledge or encumber in any other way anything subject to retention of title, except within the normal course of his/her business.
Kobeon reserves its rights and powers under the Copyright Act and other intellectual laws and regulations.
Kobeon reserves the right to use any knowledge gained by the execution of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties. After the Client has paid what he owes under the Agreement.

‍

Article 12 - Privacy and data protection

The data and information that the Client provides to Kobeon and Kobeon collects will be kept carefully and confidentially by Kobeon.
Kobeon may use the Client's personal data solely and exclusively in the context of fulfilling its delivery obligation or handling a complaint.
Kobeon is not permitted to lend, rent, sell or otherwise disclose the Client's personal data.
If on the basis of a statutory provision or a judicial decision Kobeon is obliged to provide confidential information to third parties, and Kobeon cannot in this respect invoke a right to refuse to give evidence, recognized or permitted by law or by the competent court, then Kobeon is not obliged to pay damages or compensation. Nor is the Client entitled to dissolve the Agreement on the grounds of any damage resulting from this.

‍

Article 13 - Dissolution

If the Client fails to fulfill an obligation under the Agreement or fails to do so in full, on time or properly, Kobeon is authorized to terminate the Agreement with immediate effect, unless the failure does not justify termination in view of its minor significance.
Furthermore, Kobeon is authorized to dissolve the Agreement with immediate effect if:

after the conclusion of the Agreement, Kobeon has become aware of circumstances that give good reason to fear that the Client will not fulfil its obligations;
upon entering into the Agreement, the Client was requested to provide security for the fulfilment of its obligations under the Agreement and such security is not provided or is insufficient;
because of the delay on the part of the Client, Kobeon can no longer be required to perform the Agreement against the originally agreed conditions;
circumstances arise which are of such a nature that performance of the agreement is impossible or that Kobeon cannot reasonably be required to maintain the agreement unamended;
the Client is declared bankrupt, submits a request for suspension of payments, requests application of the debt rescheduling scheme for natural persons, is confronted with an attachment of all or part of its property;
the Client is placed under guardianship;
the Client dies.

Dissolution shall be by written notice without judicial intervention.
If the Agreement is terminated, Kobeon's claims against the Client shall be immediately due and payable.
If Kobeon terminates the agreement on the foregoing grounds, Kobeon shall not be liable for any costs or damages.
If the dissolution is attributable to the Client, the Client shall be liable for damages suffered by Kobeon.

‍

Article 14 - Liability

The performance of the Order shall be entirely at the risk and responsibility of the Client. Kobeon shall only be liable for direct damage caused by Kobeon's gross negligence or intent.
Kobeon shall never be liable for indirect damages, in any case including consequential damages, lost profits, missed savings, business stagnation or immaterial damages of the Client.
Kobeon is not liable for damages, of any nature whatsoever, because Kobeon has relied on incorrect and/or incomplete data provided by the Client, unless such incorrectness or incompleteness should have been known to Kobeon.
If Kobeon should be liable for any damage, Kobeon's liability shall be limited to a maximum of €10,000 or to the amount to which the insurance taken out by Kobeon gives claim, increased by the excess borne by Kobeon in accordance with the insurance policy.
Kobeon is not liable for mutilation, destruction, theft or loss of data or documents.
The Client must report any damage for which Kobeon may be held liable to Kobeon as soon as possible, but in any event within 10 days of the occurrence of the damage, under penalty of forfeiture of any right to compensation for such damage.
Any liability claim against Kobeon shall lapse within one year after the Client has become aware of the harmful fact or could reasonably have become aware of it.

‍

Article 15 - Modification of general conditions

Kobeon has the right to unilaterally modify these general terms and conditions.
Changes will also apply with respect to agreements already entered into.
Kobeon will notify the other party of the changes by e-mail.
The changes to the general terms and conditions will take effect after thirty days after the Other Party has been notified of the changes.
If the Other Party does not agree with the announced changes, the Other Party has the right to dissolve the agreement.

‍