General Terms and Conditions TV2Z B.V.
General Terms and Conditions of the private limited company TV2Z B.V., established in Eindhoven and registered at the Chamber of Commerce of Noord-Brabant under number 67135854.
Article 1 Applicability, offer, contract realization.
The client can make it known before the effective date of the amended General Terms and Conditions that it does not agree with the amended General Terms and Conditions and is entitled to terminate the Agreement as of the effective date of the amended General Terms and Conditions.
Article 2 Definitions
In these general terms and conditions, the following terms are used:
TV2Z: the “Besloten Vennootschap” company TV2Z B.V., regardless of whether trade is conducted under the name TV2Z B.V. or any other trade name belonging to TV2Z.
Customer: one or third parties with whom TV2Z concludes one or more (sub) contracts for whom TV2Z provides Service(s).
General Terms and Conditions: the present General Terms and Conditions that apply to all legal acts of TV2Z or any act of Tv2Z which results in an obligation with (a) third party(ies).
Service: any work consisting of one or more components – irrespective of its material or immaterial nature – that TV2Z performs for and on behalf of (a) Customer(s) and/or any delivery of one or more goods.
Quotation: the offer of TV2Z to the Customer in which offer at least (summarily) the Service to be performed and the price is laid down.
Contract: The Contract concluded between TV2Z and Customer pursuant to which TV2Z provided the Service and/or Development.
Content: audiovisual and textual material is placed and/or referred to on the Service by either TV2Z, or the Customer.
Article 3 Delivery dates
Article 4: Performance, guarantee
Article 5. Conclusion of the Agreement
5.1. Offers are made in writing (and/or by e-mail) and are entirely without obligation.
5.2. An Agreement is concluded at the moment of receipt by TV2Z of the Quotation sent by the Client to TV2Z by post, fax or e-mail and signed by the Client.
5.3. In the absence of a signed offer, an Agreement between the Client and TV2Z will in any case be concluded at the moment that TV2Z commences the work relating to the Service for the benefit of the Client.
5.4. If TV2Z commences the provision of the Service, without a written Quotation being signed by the Client, for whatever reason, the Client is deemed to have agreed to the Quotation.
5.5. All Offers issued by TV2Z are without obligation. TV2Z has the right to revoke offers made. The Quotation is at all times based on the information provided by the Client. The Client is and remains responsible for (incorrect and/or incomplete) data provided by it and included in the Quotation and/or Agreement.
5.6. Errors or mistakes in offers on the website, Quotations and other publications of TV2Z are not binding.
Article 6. Execution of the agreement
6.1. TV2Z performs the work for the Service on careful manner and with due observance of the usual standards that apply in TV2Z's field.
6.2. The Client is aware that dissatisfaction with aesthetic parts of the Service will never lead to attributable shortcomings on the part of TV2Z.
6.3. If and insofar as the Client proposes changes to the Service, after the parties have reached agreement on the (method of) implementation of the Agreement, such changes will count as additional work. In that case TV2Z is entitled to charge the current price for that additional work, in addition to the already agreed price for the Service. If changes result in less work, the agreed price will continue to apply.
6.4. TV2Z is (partly) dependent on the data and information provided by the Client for the performance of the Service. TV2Z cannot provide the Service if this data and information provision is not timely and/or complete. TV2Z will never fail imputably towards the Client if the late and/or incorrect delivery of data and/or information by the Client leads to (a) defect(s) in the performance of the Service(s). If the Client, after explicit notice of default by TV2Z from the Client – whereby a reasonable period for delivery and/or provision of information is granted – remains in default with its delivery and information obligation, TV2Z is entitled to terminate the agreement and the Client is obliged to TV2Z damage suffered.
6.5. TV2Z is entitled to engage (a) third party(ies) for the provision of the Service, without the consent of the Client being required.
6.6. If TV2Z has to deliver goods to the Client or to third parties by post, courier or otherwise for the provision of the Service, this shipment will be at the expense and risk of the Client. If desired, the Client is advised to take out appropriate insurance for the goods to be shipped in that context.
6.7. If, due to a circumstance that cannot actually be attributed to TV2Z, the performance of the Service must be adjusted, this will take place in consultation between the Client and TV2Z. The Client is not entitled to terminate the agreement under these circumstances.
6.8. The parties will in all cases observe complete secrecy with regard to everything that has become known to them as a result of the performance of the Service. All documents, samples, models, pieces, films, content or any other data carriers – written, digital and/or electronic – remain the property of the party that supplies them for the purpose of performing the Service.
Article 7: Acceptance
7.1 In case of development of software, the customer shall perform an acceptance test within fourteen days following delivery, during which the customer shall assess whether the software delivered conforms to the functional or technical specifications agreed between the parties in writing. The customer is not entitled to use the software for operational or productive purposes during the test period. The customer shall provide TV2Z with a written, clear and understandable report on the test results.
7.2 The software shall be deemed to have been accepted between the parties: a. upon the first day following the test period, or b. if TV2Z receives a test report as referred to in article 7.3 before the end of the test period: at such time as the errors described in the test report have been fixed. Contrary to the above, if the customer uses the software for productive or operational purposes, the software shall be deemed to have been accepted from the time at which such use commenced.
7.4 In case errors are discovered in the software during the acceptance test, the customer shall notify TV2Z of these errors by means of a written and detailed test report, no later than on the last day of the test period. TV2Z shall make every effort to fix these errors within a reasonable period.
7.5 The customer may not withhold acceptance of the software 1) on grounds that do not relate to the written specifications agreed between the parties or 2) due to the existence of defects that cannot reasonably be deemed to prevent the operational or productive use of the software, without prejudice to TV2Z’s obligations under the guarantee scheme of article 4 of these General Terms and Conditions. Acceptance of software and/or a design shall also not be withheld on the basis of aspects that can only be assessed subjectively, such as aesthetic aspects and design of user interfaces.
7.6 In case of delivery of the software in parts and/or in stages, the non-acceptance of a specific part and/or stage shall not affect the acceptance of another part and/or a previous stage.
7.7 With the acceptance of the software TV2Z’s is discharged in respect of compliance with its obligations in relation to the provision and delivery of the software, notwithstanding customer’s rights pursuant the guarantee scheme under article 4 of these General Terms and Conditions.
Article 8. Invoicing / payment
8.1. TV2Z is entitled to charge one or more advances to the Client before commencing the performance of the Service and/or during the performance of the Service. If the parties cannot reach agreement on the amount and the method of payment and obligation of those advance invoice(s), TV2Z is not obliged to commence the performance of the Service and/or to continue the performance of the Service.
8.2. TV2Z applies a strict payment term of 30 days with regard to its invoices. The Client will be in default upon expiry of this term, in which case the Client will immediately owe the statutory commercial interest on the invoice amount.
8.3. All costs, of whatever extrajudicial and/or judicial nature - including, for example, lawyer's fees, bailiff's fees, court fees, everything whether or not in legal proceedings - which TV2Z reasonably incurs for the collection of invoices or in the context of any dispute whatsoever with the Client and related to the performance of the Service, shall be borne by the Client.
8.4. If, pursuant to the Service, the Client must make periodic payments to TV2Z (for example, pursuant to a subscription), TV2Z is entitled to periodically implement price adjustments if those price adjustments:
- are necessary for inflationary reasons, and/or;
- due to other compelling (cost-increasing) circumstances on the part of TV2Z, are forced to do so, and/or;
- do not exceed 5% of the last price charged by TV2Z, and;
- do not take place two or more times within a period of three months, unless one increase has to do with inflation and the other with other weighty (cost-increasing) circumstance(s), in which case two or more increases within three months months is allowed.
8.5. If TV2Z is forced to apply a periodic price increase higher than 5%, the Client is authorized to terminate the Agreement because of that price increase within 30 days after the actual increase. After the expiry of the 30-day period, that authority ends.
8.6. TV2Z reserves the right at all times to pass on fluctuations in the exchange rates relating to the Service or purchases from third parties relating to the Service directly to the Client at the Client's next payment obligation.
8.7. If the Client terminates the Agreement as referred to in art. 7.5 of the General Terms and Conditions, then the Client owes TV2Z the normal price that TV2Z would be entitled to charge if the Agreement was fully and correctly fulfilled, all this in proportion to time. If and insofar as TV2Z has (had to) engage one or more third parties for the performance of the Service and TV2Z is not authorized to immediately terminate the relevant agreement(s) upon termination of the Agreement by the Client, the Client also owes TV2Z the costs that TV2Z owes to those third parties until the first moment at which TV2Z can terminate the agreement(s) with those third parties.
8.8. The Client is obliged to pay TV2Z's invoice(s) without the Client being entitled to invoke set-off, suspension, deduction, discount or any other legal instrument whatsoever, any integral payment of the invoice(s) in the way is.
8.9. The prices stated by TV2Z in the context of any discussion, negotiation and/or Quotation whatsoever, are exclusive of VAT and – unless agreed otherwise in writing – exclusive of costs of third parties, material costs, transport costs, travel costs, accommodation and lost time costs, and/or which other comparable costs whatsoever, of TV2Z and/or agents of TV2Z.
8.10. If two or more Clients issue one (partial) order to TV2Z, those two or more Clients are jointly and severally liable for payment of the invoice(s).
Article 9. Applications / use by the Client
9.1. The Client only acquires the agreed right to use the Service to be provided by TV2Z and is not entitled to transfer this right of use to one or more third parties without written permission from TV2Z.
9.2. The Client is not permitted:
- use and/or apply the Service in violation of the law; develop, provoke, propagate, teach, propagate and /or to disclose in any way, for any purpose;
- by using and/or applying the Service and/or via the Service, possessing and/or disclosing sexually explicit material, of whatever nature, in any way whatsoever;
- use the Service, in any way and/or with any use of other material whatsoever, in such a way that damage is caused to one or more goods used by TV2Z, regardless of whether these goods are in the possession of and/or used by TV2Z or third parties.
Article 10: Additional work
10.1 If TV2Z has, at the request or with the prior consent of the customer, carried out work or performed other services that fall outside of the scope or content of the agreed work, such work or services shall be paid for by the customer in accordance with the agreed rates or TV2Z’s standard rates in case no rates are agreed upon.
Article 11. Intellectual property rights
11.1 The intellectual property rights of the Platforms and its software will always remain with TV2Z. TV2Z may develop similar tailormade products for third parties based on its intellectual property, without prejudice and subject to confidentiality provisions. TV2Z agrees to provide clients with the source code and technical documentation relating to the software developed for them. Clients may develop the Platforms and its modules themselves or through third parties, and such developments shall be owned by the Client. However, TV2Z retains its rights to the original software. Clients are not allowed to resell or sublicense any platform (partially) developed by them and can only be used for their own needs.
Article 12: Availability
12.1 If service level agreements are entered into, periods of unavailability due to maintenance work announced in advance or to circumstances outside of TV2Z’s sphere of influence will not be taken into account when assessing availability. The assessment of availability will be based on the service as a whole during the term of the agreement.
Article 13. Suspension
13.1. TV2Z is entitled to suspend the performance of the Service immediately if the Client is in at fault with any payment obligation.
Article 14. Fines
14.1. If a Client - to any extent - violates one or more of the provisions in the Agreement and/or the General Terms and Conditions, the Client will owe TV2Z a fine of € 250.00 per violation per day, regardless of whether the violation can be directly or indirectly attributed to the Client. In case of non-payment within the agreed upon payment term, the Client will also be subject to the following:
a) The creditor (TV2Z) is entitled to statutory interest on the outstanding amount under Dutch law.
b) The statutory interest rate for commercial transactions is 8% per year, effective from January 1, 2021.
c) In addition to the statutory interest, the creditor (TV2Z) can claim extrajudicial collection costs based on the scale set out in the Dutch Extrajudicial Collection Costs Act (Wet Incassokosten).
14.2. The fine mentioned in clause 14.1 does not have a damage-fixing character. TV2Z, in addition to the fine due, holds the Client liable for damage, of whatever nature, actually suffered by TV2Z as a result of the violation(s). Furthermore, in the event of late payment, the Client shall also be liable to pay:
a) Interest for late payment at a rate of at least 8% above the European Central Bank's base rate, in accordance with the Late Payment Directive (2011/7/EU) within the European Union.
b) A minimum fixed sum of €40 to cover recovery costs for unpaid invoices, as stipulated by the Directive.
14.3. In case of violation(s) as referred to in this article, including non-payment within the agreed upon payment term, TV2Z is entitled to immediately terminate the performance of the Service, without TV2Z being liable in any way towards the Client and/or one or more third parties as a result.
Article 15. End of the agreement
15.1. The Agreement between the Client and TV2Z ends when both parties have fulfilled all conditions of the Agreement and/or in a manner as described in these General Terms and Conditions.
15.2. The Client is not entitled to terminate the Agreement prematurely, except for compelling reasons. If the Client nevertheless proceeds to terminate and TV2Z is forced to accept that termination (e.g. in the case of weighty reasons), the Client must compensate the damage – direct or indirect – which TV2Z leads to as a result of this termination. The Client shall also owe 50% of the fee that TV2Z would still be entitled to under the Agreement by way of a penalty, to be increased by VAT. This penalty does not have a damage-fixing character and is payable by the Client without judicial intervention.
15.3. If the Agreement between TV2Z and the Client has the character of a continuing performance contract and no specific agreements have been made about the termination / continuation of the Agreement, the Client can only terminate the Agreement at the end of the month with due observance of a notice period of four months.
15.4. The notice period as referred to in art. 9.3 of the General Terms and Conditions is longer if and insofar as TV2Z has had to engage one or more third parties in the context of the implementation of the Service, which agreement(s) with those third(ies) cannot or cannot be concluded within the aforementioned period of four months. can be terminated. In that case, a notice period applies which is equal to the term that TV2Z must observe in the agreement(s) with the third party(s), in all cases with a minimum of four months.
Article 16. Liability
16.1. TV2Z is not liable for damage suffered by the Client and/or third parties and/or suffered by them as a result of the performance of the Service, except for intent and/or gross recklessness on the part of TV2Z.
16.2. In the event of intent and/or gross recklessness on the part of auxiliary persons and/or subordinates of TV2Z, the liability of TV2Z for damage suffered by the Client is also excluded.
16.3. TV2Z is not liable for the placement of and reference to Third Party Content placed by the Client. The Content remains the property of the rightful owner at all times and does not become the property of TV2Z through the posting and reference. The Client indemnifies TV2Z against any claim from (a) third party(ies) with regard to Content referred to in this article.
Article 17. Dispute settlement / choice of forum
17.1. Dutch law is exclusively applicable to the commitment(s), such as, but not limited to, the (execution of) the Service, between the Client and TV2Z.
17.2. Only the competent court of the Court of Amsterdam is authorized to take cognizance of disputes.
Article 18. Personal data policy
18.1. TV2Z is entitled to collect personal information from the use of the Service by the Client.
18.2. TV2Z can collect data about users of the Service and the Client with its own technology or with technology from third parties.
18.3. TV2Z is entitled to use collected personal information with the aim of improving the Service for the Client and the consumer.
18.4. TV2Z's privacy statement applies to the processing of personal data by TV2Z.
Article 19. Software
19.1. The Client is granted a non-transferable right of use with regard to the Software and the associated user documentation for the duration of the agreement. The Client agrees to the license conditions of the supplied Software and user documentation.
19.2. TV2Z is not responsible for the use of the Software by the Client in violation of the law, general terms and conditions of third parties.
Appendix I - Conditions regarding hosting and streaming
1. This section of the General Terms and Conditions contains provisions that apply exclusively to internet services such as streaming, (web) hosting, e-mail and/or domain registration.
2. The Client is not permitted to: use the Service in any way and/or with any use of other material, such that damage is caused to one or more servers used and/or to be used by TV2Z and/or can be installed, regardless of whether these servers are owned by TV2Z or are third parties to be engaged by TV2Z.
3. The Hosting and Streaming Agreement is entered into for a period of three (3) years, unless agreed otherwise in writing.
4. TV2Z takes great care of the availability of the Service, making every effort to offer optimal availability. TV2Z cannot guarantee that connections such as cable connections and / or other connections to hosting parties and / or streaming services at Amazon Web Services are available at all times. The Amazon Web Services terms and conditions apply to the use of Amazon Web Services services (https://aws.amazon.com/agreement/).
5. TV2Z is not liable for damage suffered by the Client due to the unavailability of the Service due to defects in connections in services and purchased services from third parties that offer availability of the Service.
6. TV2Z's General Terms and Conditions also apply in full to the hosting of websites and/or internet services referred to in this appendix, insofar as they do not conflict with the terms set out in this appendix.