Terms and Conditions

First published: : 19-04-2024.
Last Version: 16-09-2024.
Funds for provision of services and products.

Article 1. General/Definitions

In these general terms and conditions, the following definitions shall apply:

• 1. Contractor: Modipro Consultancy, located and with offices at Luiksestraat 14, 6017CC Thorn, the Netherlands, registered with the Chamber of Commerce in Roermond under number 93718519 and VAT number: NL003454350B05
• 2. Client: the party who enters into an agreement with Contractor, issues an order to Contractor, or to whom Contractor has sent an offer to which these general terms and conditions apply.
• 3. Work: all work commissioned or performed by the Contractor on any other account, in relation to the agreement or quotation.
• 4. General terms and conditions: the present general terms and conditions.
• 5. Agreement or order: any agreement between Client and Contractor, in accordance with the provisions of the agreement and/or order confirmation.

Article 2. Applicability

• 1. These general terms and conditions apply to the website, all agreements and quotations under which the Contractor will perform services of any kind for the Client, even if these services are not (further) described in these terms and conditions.
• 2. Deviations from these general terms and conditions shall be valid only if expressly agreed in writing. Any general conditions or other terms and conditions of the Client are not valid. The applicability thereof is expressly rejected by the Contractor.
• 3. If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions shall remain in full force and the Contractor and the Client shall consult in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and purport of the null and void or annulled provision. In case of ambiguity regarding the interpretation or content of one or more provisions of these general terms and conditions, they are to be interpreted “in the spirit” of these general terms and conditions. Situations not covered by these general terms and conditions should be judged “in the spirit” of these general terms and conditions.
• 4. If the Contractor does not always require strict compliance with these general conditions, this does not mean that the provisions of these general conditions do not apply, or that the Contractor would to any extent lose the right to require strict compliance with the provisions of these general conditions in other cases.
• 5. The Contractor is entitled to amend or supplement these general terms and conditions. Changes of minor importance may be made at any time. Major substantive changes will be discussed (in advance) with Client.
• 6. The agreement is concluded as soon as the acceptance of the offer has reached Contractor. By acceptance, the Client agrees to the declaration of applicability of these general terms and conditions and, if necessary, waives a declaration of applicability of its own general terms and conditions. Agreements are ultimately in writing.
• 7. If reservations or changes compared to the offer are made in the acceptance, in deviation from the provisions of the previous paragraph, the Agreement will not be concluded until the Contractor has indicated to the Client that he agrees to these deviations from the offer.

Article 3. Work

• 1. Contractor provides consulting services in the broadest sense of the word; which includes, but is not limited to: providing support for design activities for warehouse equipment, workplace equipment, office equipment, providing advice in the area of technical building facilities, machine safety. In addition, the work of the Contractor includes training and coaching those who use the above services.

Article 4. Quotes and offers

• 1. A quotation or offer sent is valid for 30 (thirty) days from its date, unless Contractor indicates otherwise.
• 2. If no acceptance period has been set, the offer cannot in any way confer any rights.
• 3. If Client accepts an offer, Contractor retains the right to revoke the offer within 2 business days of acceptance.
• 4. The Contractor cannot be held to its offers if the Client can reasonably understand that the offer, or any part thereof, contains an obvious mistake or slip of the pen.
• 5. A composite quotation does not oblige the Contractor to perform part of the order at a corresponding part of the quoted price.
• 6. If the acceptance differs from the offer then Contractor is not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless Contractor indicates otherwise.
• 7. Offers made are in principle price indications and do not automatically apply to future orders.

Article 5. Assignment

• 1. The agreement is entered into either per assignment or for a specified period of time. For the assignment, as long as the assignment has not been completed, or one of the parties has not given notice to terminate the agreement, it is assumed that the agreement is in force. For contracts entered into for a fixed period, the contract must be fulfilled in its entirety, subject to the legal options for termination.
• 2. If the agreement is entered into for a definite period, the term must be expressly stated in the agreement.
• 3. If the agreement has been entered into for a definite period, that period has expired and no written notice has been given by the Client until no later than 2 (two) months before the expiration of the period that he wishes to terminate, then the agreement will be renewed at once for the same duration.
• 4. The notice period is two months for both Client and Contractor.
• 5. The agreement must be terminated in writing by registered letter or by email (scanned).
• 6. In the case of a contract of assignment where no specific period has been agreed upon, cancellation by the Client is not possible except with the express consent of the Contractor.
• 7. If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain services, this shall never be a deadline. If a deadline is exceeded, the Client must give Contractor written notice of default. The Contractor should be given a reasonable period of time to still perform the Agreement.

Article 6. Establishment of the agreement

• 1. The agreement is established at the moment the Client accepts the offer and agrees to the general terms and conditions of the Contractor.
• 2. Agreements between Contractor and Client are concluded via the Internet (e-mail) or by written confirmation (letter).
• 3. If the Client cancels the assignment or dissolves the agreement without justifiable reasons, he shall be liable for damages in accordance with these general terms and conditions.
• 4. The Contractor retains the right, without giving reasons, to reject an order.
• 5. Contractor shall not be bound by oral agreements if they are not confirmed in writing by Contractor.
• 6. If there is continuation of an order with a fixed schedule and fixed daily charges, the Contractor is entitled to collect these charges from the Client on the last day of each month going forward.

Article 7. Change of assignment

• 1. If, during the execution of the agreement, it appears that it is necessary to modify or supplement the agreement, the parties will timely and in mutual consultation adapt the agreement.
• 2. Without being in default, the Contractor may refuse a request to amend, supplement or withdraw from the Agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed in that context. The contractor is then entitled to payment for the labor performed on the original assignment.
• 3. If the agreement is amended or supplemented, the time of completion of performance may be affected. Contractor will notify Client of this as soon as possible.
• 4. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, Contractor will inform Principal in advance.
• 5. If the amendment or supplement to the Agreement is due to circumstances attributable to the Contractor, the Contractor will not charge additional costs. If amendment or supplementation of the Agreement is the result of circumstances attributable to Client, Contractor will charge additional costs.

Article 8. Cancellation or interim termination of the assignment

• 1. If the Contractor cancels an order placed in whole or in part, then all costs incurred, the hours spent, plus any supply and delivery costs thereof and the labor time reserved for the execution of the agreement shall be charged in full to the Contractor.
• 2. If the work has been performed or thing has been created in accordance with the Client’s specifications and is therefore personal in nature and by its nature cannot be cancelled, the Contractor will charge the Client for the entire quotation, now the agreed price for the work and/or thing.

Article 9. Order execution and delivery

• 1. The Contractor shall be liable for any delay in providing services, unless there is force majeure on the part of the Contractor. This liability is limited to a maximum of the established invoice value. If a deadline is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor should be given a reasonable period of time to still perform the Agreement.

Article 10. Suspension and dissolution

• 1. At such time as the Client is declared bankrupt, applies for a provisional suspension of payments, or a request by the Client, a natural person, for statutory debt restructuring to be declared applicable is granted by the court, or the Client loses the power of disposition of his assets or parts thereof as a result of attachment, placement under guardianship or otherwise, or if the Client has evidently become unable to meet his financial obligations, the Contractor has the right to declare any agreement with the Client to be dissolved without judicial intervention.
• 2. As a result of dissolution, mutually existing claims shall become immediately due and payable. Client shall be liable for damages suffered by Contractor.
• 3. If the Contractor has reasonable doubt about the Client’s ability to pay, the Contractor is entitled to postpone performing the Work until the Client has provided security for payment. Client shall be liable for direct and indirect damages to be suffered by Contractor for such delayed delivery.

Article 11. Payment and collection costs

• 1. Unless expressly agreed otherwise, payment shall be made in arrears by means of an invoice sent or by bank transfer. The payment period is 30 days. However, Contractor may stipulate that Client must pay an advance of at least 30% before Contractor will begin performance of the Agreement. Contractor will notify Client of this in a timely manner. Any additional work (after consultation and written confirmation) will be invoiced afterwards, this is also subject to a 30-day payment period.
• 2. If the invoice amount is not paid within the payment period, Client shall be in default by operation of law and shall owe statutory interest on the outstanding invoice, without any demand or notice of default being required, without prejudice to Contractor’s right to immediately collect the amount due with interest and costs of extrajudicial or judicial collection. The costs of extrajudicial collection shall be determined between the parties by means of the Decree on Compensation for Extrajudicial Collection Costs, which entered into force on July 1, 2012.
• 3. The Contractor is authorized to suspend the fulfillment of its obligations if the Client fails to meet the payment obligations under the Agreement in full or in a timely manner.

Article 12. Complaint Resolution

• 1. Complaints about the work performed by the Contractor must be made known to the Contractor, with reasons, within 30 days after the complaint arose, or within 14 days after completion of the work, by email or telephone.
• 2. If a complaint is founded, then the Contractor has the opportunity to investigate and repair the defect. If this does not prove possible, the Contractor should change the invoice amount in proportion to the complaint.

Article 13. Force majeure

• 1. The Contractor is not obliged to fulfill any obligation to the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and which is not for his account under the law, a legal act, or due to generally accepted views.
• 2. In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any control, but which prevent the Contractor from fulfilling his obligations. This shall include, but not be limited to, an inability of the persons or resources provided to perform the work of the assignment, such as due to illness.
• 3. If there is an event of force majeure, Client shall immediately notify Contractor in writing, stating the cause of the force majeure.
• 4. The Contractor is entitled to invoke force majeure if the circumstances preventing (further) fulfillment of the Agreement occur after the Contractor should have fulfilled its commitment.
• 5. Contractor has the right, during the period of force majeure, to suspend its obligations under the agreement. If this period lasts longer than 1 month, then both the Client and the Contractor are entitled to dissolve the agreement, without any obligation to compensate the other party for damages suffered. If the aforementioned situation occurs when the agreement has been partially fulfilled, then Contractor shall be entitled to invoice the part already fulfilled separately. The Client is then obliged to pay this invoice as if it were a separate agreement.
• 6. Client has the right to cancel the order in writing after notification that there is force majeure on the part of Contractor.

Article 14. Liability

• 1. The Contractor’s liability is limited to damages that can be considered an immediate and obvious consequence of the non-performance or defective performance.
• 2. If the Contractor is liable, this liability is limited to what is regulated in this provision.
• 3. If the Contractor is liable for any damage, this liability is limited to a maximum of the invoice value of the order, at least to that part of the order from which the liability arose directly.
• 4. For long-term assignments, liability is limited to a maximum of the invoice value for two calendar months.
• 5. In any event, the obligation to pay damages on account of the Contractor’s liability shall never exceed the amount of the payment made by its insurer in the case in question, plus the Contractor’s deductible.
• 6. The Contractor shall never be liable for indirect damages. Indirect damages include consequential damages; lost profits; lost savings; damages due to business or other stagnation.
• 7. The Contractor shall never be liable for damages resulting from defects in work performed by third parties or goods supplied by third parties.
• 8. The limitations of liability contained in these terms and conditions do not apply if the damage is due to intent or gross negligence of the Contractor and/or its subordinates.
• 9. Client is obliged to report to Contractor within 3 months of becoming aware of the damage.
• 10. As far as the work is concerned, there is an obligation of effort and not of result.

Article 15. Intellectual property

• 1. The Contractor retains the rights and powers vested in him under the Copyright Act and other intellectual laws and regulations. Contractor has the right to use the knowledge gained by the execution of an agreement on its side also for other purposes, to the extent that no strictly confidential information of Client is brought to the knowledge of third parties.

Article 16. Applicable law

• 1. Unless expressly agreed otherwise, disputes arising from the agreement are subject to Dutch law.
• 2. Without prejudice to the Contractor’s right to submit a dispute to the court with jurisdiction under the law, disputes between the parties shall in the first instance be submitted to the competent court in the Contractor’s place of business, unless otherwise required by mandatory law.