Terms Of Service
General Terms and Conditions of CoffeeSprout
1.1. CoffeeSprout: the company CoffeeSprout ICT Services, with offices in The Hague and listed in the trade register of the Chamber of Commerce under file no. 27317624.
1.2. Client: the natural or legal person which has concluded an agreement with CoffeeSprout or to which CoffeeSprout has submitted an offer to that end.
1.3. General Terms and Conditions: the provisions of this document
1.4. Service: the services to be performed by CoffeeSprout for the Client as specified in the offer or agreed at a later date.
1.5. Agreement: the agreement between CoffeeSprout and the Client under which CoffeeSprout will perform the Service.
Article 2.Quotation, offer and acceptance
2.1. CoffeeSprout will draw up an offer indicating what is included in the Service and which amount will be due upon acceptance. Only the description of the Service specified in the quotation is binding. A change in the description of the Service are regarded as an amendment to the Agreement.
2.2. A quotation is without obligation and valid until 14 days after shipment by CoffeeSprout, unless indicated otherwise in the quotation.
2.3. If the information provided by the Client appears to be incorrect, CoffeeSprout will be authorized to adjust the prices accordingly.
2.4. The Client must accept the offer in writing. If the Client fails to do so, but nevertheless agrees, or at least gives the impression that CoffeeSprout performs the work in the context of the Agreement, the quotation will be regarded as accepted.
2.5 The Agreement is at all times governed by these General Conditions, unless explicitly agreed otherwise in writing.
2.6 Provisions or conditions set by the Client that differ from, or are not included in these General Conditions shall only be binding for CoffeeSprout if and insofar as they are accepted by CoffeeSprout explicitly and in writing.
2.7. If other conditions apply to certain services, CoffeeSprout will make these conditions available to the Client.
2.8. After acceptance, the Agreement may only be amended by mutual consent. See Article 19 for amendments to these General Conditions.
2.9. The Agreement is formed when CoffeeSprout has received the acceptance notification of the quotation from the Client.
Article 3.Performance of the Service
3.1. After the formation of the Agreement, CoffeeSprout will have the Service performed as soon as possible in accordance with the quotation, taking into account reasonable wishes of the Client.
3.2. Unless agreed otherwise in writing, CoffeeSprout guarantees that the Service is performed to the best of its ability with adequate care and workmanship.
3.3. If and in so far as this is required for a proper performance of the Service, CoffeeSprout reserves the right to have certain activities performed by third parties. CoffeeSprout will notify the Client of this in good time. Any related unexpected additional costs shall be borne by the Client, unless agreed otherwise.
3.4. The Client is obliged to do and refrain from everything that is reasonably necessary and desirable to enable the timely and proper performance of the Service. In particular, the Client shall ensure that all data, of which the User indicates that it is required or of which the Client ought reasonably to understand that it is required for the performance of the Service, is provided to CoffeeSprout in good time.
3.5. If this is part of the Service, CoffeeSprout will provide the Client with an administrative username and password and any other login data required for the Service. With this data, the Client has access to an administrative account and a management tool with which, if agreed, the Client can manage, at its sole discretion, the delivery of the Service, possible accounts for individual users and set the options and limitations for these individual users of the Service and obtain support for the Service through a ticket system, all this within the limits specified in the quotation or other limits for locations accessible and recognizable to the Contractor.
3.6. Every action through the administrative account, an account of an individual user or another account provided by CoffeeSprout is deemed to take place under the responsibility and for the risk of the Client. In the event of suspected abuse of an account, the Client shall notify CoffeeSprout thereof as soon as possible, to enable CoffeeSprout to take measures.
3.7 CoffeeSprout is authorized to (temporarily) take the delivered products and services out of service and/or limit their use and/or not deliver them of limit their delivery, if the Client fails to fulfil and/or acts contrary to an obligation to CoffeeSprout in regard to the Agreement and/or acts contrary to these conditions. The use of the products and services will be resumed after the Client has fulfilled its obligations to CoffeeSprout. The payment obligations of the Client shall continue to exist in the situations described above.
Article 4.Delivery and acceptance
4.1. If a Service includes the creation, installation or modification of a work or product, the Client shall evaluate the result within 14 days after delivery and approve or disapprove it. If the Client has not rejected it within this period, the final invoice will be deemed to have been approved.
4.2. If the Client rejects a result or part thereof, CoffeeSprout will endeavour to eliminate the reason for rejection as soon as possible. CoffeeSprout may do this by revising the result or indicating, stating reasons, why the reason is invalid. The Client will subsequently be given the same period to approve or reject the revision or motivation.
4.3. If, after a reasonable number of revisions or motivations, the Client continues to reject the result, CoffeeSprout is entitled to cancel the Agreement. In that case the Client will receive a full refund of the price paid for the rejected results. CoffeeSprout may only terminate the Agreement after having stated for a revision or in a motivation that it is the last one.
4.4. If a Service is performed in phases, the Client shall approve or reject the result of a phase after the completion of each phase. The Client may not approve or reject a later phase based on matters that have been approved in an earlier phase.
Article 5Changes to the Service
5.1. All changes to the Service, either at the request of the Client, or because of the fact that a different implementation is required due to any circumstances whatsoever, will, if they lead to additional costs, be regarded as additional work and insofar as they lead to fewer costs, they will be regarded as less work. They will be invoiced to the Client accordingly.
5.2. If CoffeeSprout, due to circumstances unknown at the time of the offer or the confirmation of the Service, has to perform more work than agreed, or work has to be performed under conditions that are more difficult than they ought to be or were known about when the Agreement was entered into, CoffeeSprout will be authorized to charge the related additional costs to the Client.
5.3. A condition for the right of the previous paragraph is that CoffeeSprout has informed the Client of the conditions referred to therein and any additional costs in good time. If the Client does not agree to the extra costs, the Client may cancel the part of the additional work that has not been performed yet, this, however, without being entitled to a refund or discharge of the costs of the additional work already performed.
6.1. All prices are excluding turnover tax (21% BTW) and other levies imposed by the authorities.
6.2. All prices on the website, quotes and other materials of CoffeeSprout are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
6.3. If the Agreement is a continuing performance agreement, CoffeeSprout is authorized to increase the rates at any time. To this end, CoffeeSprout will notify the Client of rate changes at least 2 (two) months in advance.
6.4. Unless agreed otherwise, the Client will owe 50% of the total price stated in the offer upon acceptance.
Article 7.Payment conditions
7.1. CoffeeSprout will send an invoice to the client for the amount owed by the Client. The payment term of this invoice is one month after the date of the invoice, unless indicated otherwise on the invoice or agreed otherwise in the Agreement.
7.2. Notwithstanding the preceding paragraph, CoffeeSprout is not required to send an invoice if theAgreement is a continuing performance agreement.
7.3. If the Agreement is a continuing performance agreement, the Client will pay the amount owed for that period to CoffeeSprout in advance monthly, or any other agreed period.
7.4. Payments can be made by direct debit. If the Client has given Coffee Sprout a direct debit authorization, the Client shall ensure that there is sufficient balance in the account known to CoffeeSprout to which the payment will be charged.
7.5. If the Agreement is formed electronically through the order process on the website of CoffeeSprout, the Client shall make the payment in the manner stated in the order process.
7.6. If the Client fails to pay in good time, the Client shall be in default by operation of law from 14 days after the payment, without any notice of default being required. If a payable amount is not paid within the payment term, statutory interest shall be due on the outstanding invoice amount, without any further notice of default by CoffeeSprout being required.
7.7. In the event of a late payment, the Client shall pay, in addition to the amount owed and the interest due on such amount, any and all judicial and extrajudicial collection costs, including lawyers’ fees, bailiffs’ costs and the costs of debt collection agencies.
7.8. The claim for payment is due immediately if the Client is declared bankrupt, granted a moratorium or if all of its assets are seized, the Client dies or if the Client is liquidated or dissolved.
7.9. In the cases referred to above, CoffeeSprout is also authorized to terminate or suspend the performance of the Agreement or any part thereof that has not yet been performed without any notice of default or judicial intervention being required and without any right of the Client to compensation for any damage that may arise.
Article 8.Development of specific work
8.1. If the Service is (also) intended for the development of websites, corporate identity, logos, images, software, applications, designs, documentation, opinions, reports or other specific work, the Parties shall specify in writing which works will be developed, which requirements they must meet and how this will be done. CoffeeSprout will perform the development carefully based on the data to be provided by the Client. The Client guarantees the accuracy, completeness and consistency of its instructions and data.
8.2. CoffeeSprout is authorized, but not under an obligation to investigate the accuracy, completeness or consistency of the supplied source materials, requirements or specifications, and in the event that any shortcomings are established, to suspend the performance of the agreed activities until the shortcomings have been corrected by the Client.
8.3. If source materials provided by the Client to CoffeeSprout are protected under any intellectual property right, the Client guarantees at all times that it has all the licenses required for the provision thereof to, and the intended use thereof by CoffeeSprout under the Agreement.
8.4. Unless agreed otherwise, CoffeeSprout is authorized to use images, software and third-party components, including open source software, for the development of the works. After delivery, the responsibility for proper compliance with the relevant third party licenses for the use of the developed works rests with the Client. CoffeeSprout shall inform the Client adequately of the applicable license terms.
8.5. Only if and insofar as this has been agreed explicitly and in writing may the source code of the developed software and the technical documentation created during the development of the software be made available to the Client and is the Client authorized to modify this software.
8.6. The Client may not sell, lease, sublicense, alienate or grant any restricted rights to the developed works, or make them available to any third party in any way or for any purpose whatsoever, not even if the third party uses the software exclusively for the Client, unless agreed otherwise in writing or in the event of and combined with a sale of the relevant business units and/or activities of the Client.
Article 9 Installation and maintenance of software
9.1. If the Service is (also) intended for the installation, configuration and/or maintenance of software, the provisions of this article shall also apply.
9.2. CoffeeSprout will install and configure the software on its own hardware and networks or those designated by the Client. The Client is obliged to do whatever is reasonably necessary and desirable to enable the timely and proper installation and operation of the software. In particular, the Client shall ensure that all data, of which CoffeeSprout indicates that it is required (or of which the Client ought reasonably to understand that it is required) for the delivery of the Software, is provided to CoffeeSprout in good time.
9.3. At the request of CoffeeSprout, the Client will provide all necessary access to the computer systems involved, to employees and auxiliary persons of CoffeeSprout to enable the installation, configuration, maintenance and updating of the software. Physical access to these systems will only occur when this is necessary, and only after prior consultation with the Client.
9.4. The selection, procurement and management of the hardware and networks to be used is solely and entirely the responsibility of the Client. CoffeeSprout will provide instructions about the desired configuration. If the designated hardware and networks do not meet the requirements of CoffeeSprout, CoffeeSprout will be authorized to refuse the installation or configuration
9.5 If third party licenses are required for the use of third party software, the Client will purchase these licenses and ensure that their provisions are strictly observed. The Client indemnifies CoffeeSprout against claims by third parties relating to the installation and maintenance of the software.
9.6. CoffeeSprout will endeavour to adjust the software installed and configured on its own hardware and networks from time to time to improve their functionality and to correct errors. In regard to new functionality or changes that may change the functioning of the software substantially, CoffeeSprout will consult the Client in advance.
9.7. CoffeeSprout will endeavour to keep the software installed and configured on its own hardware and networks up-to-date. However, CoffeeSprout depends on its supplier(s) and third parties in this respect. CoffeeSprout may decide not to install certain updates or patches if, in its opinion, this is not beneficial for the correct operation of the software or not in the interest of the Service.
9.8 If the software is installed and configured on hardware and networks which are not at the disposal of CoffeeSprout, CoffeeSprout will only customize the software to improve the functionality and correct faults if this has been agreed with the Client. The above also applies to keeping Software up-to-date.
9.9. CoffeeSprout will endeavour to implement changes requested by the Client and to add new functionality to the software. These General Conditions and in particular articles 8 and 10 shall apply by analogy to such changes and new functionality.
9.10. If, in the opinion of CoffeeSprout a requested change could negatively affect the functioning or safety of the software, CoffeeSprout will notify the Client thereof in writing. If the Client, nevertheless, insists on the change, CoffeeSprout will implement it for the risk of the Client and without any liability for CoffeeSprout.
9.11. If the Client, independently, wishes to implement a change to the software, this will be done entirely for the risk and responsibility of the Client, unless the Client has notified CoffeeSprout in advance of the desired change and CoffeeSprout has approved it in writing. CoffeeSprout may attach conditions to his approval.
Article 10.Intellectual property rights
10.1. All intellectual property rights in all materials, software, analyses, designs, documentation, advice, reports, quotations, and also preparatory materials thereof, developed or provided in the context of the Service are held solely by CoffeeSprout or its CoffeeSprouts.
10.2. The Client will only acquire the use and powers arising from the Agreement or granted in writing and apart from that, the Client shall not reproduce or disclose the software or other materials.
10.3 The Client is not permitted to remove or alter any indication regarding copyrights, trademarks, trade names or other intellectual or industrial property rights from the materials, including notices of the confidential nature and secrecy of the materials.
10.4. CoffeeSprout is authorized to take technical measures to protect the materials. If CoffeeSprout has secured the materials by means of technical protection, the Client may not remove or avoid this security.
10.5. Any use, reproduction or publication of materials beyond the scope of this Agreement or the granted rights of use, is considered a violation of copyright. The Client shall pay an immediately payable penalty not subject to judicial mitigation of 1,000 euros per infringing act to CoffeeSprout, notwithstanding the right of CoffeeSprout to claim compensation for the damage suffered due to the infringement or to take other legal measures to put an end to the infringement.
11.1. The Parties will observe confidentiality with regard to the information they provide to the other party before, during or after the performance of the Agreement, if such information is marked as confidential or if the receiving party knows or should reasonably suspect that the information provided was intended to be confidential. The Parties shall also impose this obligation on their employees as well as on third parties engaged by them for the performance of the Agreement.
11.2. CoffeeSprout will not take cognizance of any data stored and/or distributed by the Client through the systems of CoffeeSprout or third parties engaged by it, unless this is necessary for the proper performance of the Agreement or CoffeeSprout is required to do so by virtue of a legal provision or court order. In that case, CoffeeSprout will endeavour to minimize cognizance of the data as much as possible, insofar as this is within its power.
11.3. This obligation will continue to exist after the termination of the Agreement for any reason, for as long as the disclosing party is reasonably entitled to confidentiality of the information.
Article 12.Availability of systems
12.1. If the Service is (also) provided through systems and/or networks of CoffeeSprout, CoffeeSprout will endeavour to provide the uninterrupted availability of these systems and networks and to enable access to data stored by CoffeeSprout.
12.2. However, CoffeeSprout does not guarantee continuous availability unless agreed otherwise in the quotation, by means of a Service Level Agreement to that effect. To the extent not provided otherwise by such Service Level Agreement, the provisions in this article shall apply to the availability.
12.3. CoffeeSprout will regularly make backups (backups) of data stored on systems of CoffeeSprout, and provide them to the Client on request. These backups can be destroyed by CoffeeSprout at any time after completion or termination of the Agreement. It is the responsibility of the Client to request a backup upon termination or dissolution.
12.4 If Disaster Recovery has been agreed, CoffeeSprout will endeavour, in the event that the Service is unavailable longer than Xminutes through the systems and/or networks of CoffeeSprout, to make available the backup of the agreed Service at a different location as soon as possible at the request of the Client.
12.5. CoffeeSprout will endeavour to keep the software it uses up-to-date. However, CoffeeSprout is dependent on its supplier(s) in this respect. CoffeeSprout may decide not to install certain updates or patches if, in its view, this is not beneficial for the proper provision of the Service.
12.6. CoffeeSprout will endeavour to ensure that the Client can use the networks that are directly or indirectly connected with the network of CoffeeSprout. However, CoffeeSprout cannot guarantee that these networks are available at any time. Legal and contractual conditions may be attached to the use of third-party networks. CoffeeSprout will endeavour to inform the client of this in good time.
12.7. If, in the opinion of CoffeeSprout, the operation of the computer systems or the network of CoffeeSprout or third parties and/or the services provided through a network are threatened, in particular by the excessive sending of e-mails or other data, poorly protected systems or activities of viruses, Trojans and similar software, CoffeeSprout will be authorized to take any measures it deems reasonably necessary to avert or prevent this danger.
Article 13.Hosting and related services
13.1. If the Service (also) includes services regarding the storage and/or transmission of material supplied by the Client to third parties, such as in the case of web hosting or email services, the provisions of this article shall apply.
13.2. The Client shall refrain from storing and/or distributing material, or having material distributed in violation of the Dutch legal provisions, including at least but not limited to any material which
is libellous, defamatory, offensive, racist, discriminatory or hateful,
erotic or pornographic, unless specifically permitted in the quotation,
infringes the rights of third parties, including at least but not limited to copyrights, trademark rights and image rights,
constitutes a violation of the privacy of third parties, including at least but not limited to the dissemination of personal data of third parties or the repeated harassment of third parties through unsolicited communications,
contains hyperlinks, torrents or similar information, without consent or necessity, of which the Client knows or should know that it refers to material that infringes the rights of third parties,
includes unsolicited commercial, charitable or non-commercial communication, or
contains malicious content such as viruses or spyware.
13.3. The Client shall refrain from obstructing other Clients or Internet users or damaging the servers. The Client shall not start up any processes or programs, whether or not via the systems of CoffeeSprout, of which the Client knows or could reasonably suspect that this obstructs or harms CoffeeSprout, other Clients or internet users.
13.4. The Client indemnifies CoffeeSprout against any and all legal claims in regard to the data, information, website(s) and suchlike stored by the Client.
13.5. CoffeeSprout uses a complaints procedure with which third parties (“complainants”) may submit a complaint that, in their opinion, there is material that is contrary to Dutch law. If, in the opinion of CoffeeSprout a complaint is justified, CoffeeSprout is authorized to remove the material or make it inaccessible. CoffeeSprout will inform the Client of the development of this procedure.
13.6. If it comes to the knowledge of CoffeeSprout, without a third party submitting a complaint, that in regard to the data, information, website(s) and suchlike stored by the Client there is material that is contrary to Dutch law and/or these General Conditions, Coffee Sprout will be authorized to remove the material or make it inaccessible.
13.7. In the event of possible criminal information, CoffeeSprout will be authorized to report this to the police. CoffeeSprout may submit all the relevant information about the Client to the competent authorities and perform all other actions these institutions request from CoffeeSprout in the context of the investigation.
13.8. If the information provided by the Client is repeatedly in conflict with Dutch law and/or these conditions, CoffeeSprout will be authorized to dissolve and/or terminate the Agreement.
13.9. The Client indemnifies CoffeeSprout against any and all damage as a consequence of the above. CoffeeSprout is not liable for any damage suffered by the Client because of an intervention by CoffeeSprout under the complaints procedure. The Client shall not transfer the user name or user names and password or passwords provided by CoffeeSprout to any third parties without permission of CoffeeSprout.
13.10. In addition to the legal obligations, any damage resulting from incompetence or a failure to act in accordance with the stipulations above shall be for the account of the Client.
13.11. CoffeeSprout may set a maximum to the amount of storage space or data traffic per month to be used by the Client in connection with the Service. If this limit is exceeded, CoffeeSprout will be authorized to charge an additional amount in accordance with the amounts for additional data traffic listed on the Website. No liability exists for the consequences of the inability to send, receive, store or change data if an agreed limit for storage of data has been reached.
13.12. The Client herewith provides an unlimited licence to CoffeeSprout to distribute, store, transmit or copy any materials supplied by the Client to the systems of CoffeeSprout, in any manner deemed appropriate by CoffeeSprout, but only insofar as is reasonably necessary for the performance of the Agreement by CoffeeSprout.
Article 14.Domain names
14.1. If the Service (also) includes intermediary services by CoffeeSprout for the Client to obtain a domain name, the provisions of this article shall also apply.
14.2. The application, granting and possible use of a domain name depends on and is subject to the applicable rules and procedures of the relevant registration authorities, including the Foundation for Internet Domain Registration in the Netherlands. The relevant body will decide on the allocation of domain names. CoffeeSprout only acts as an intermediary in the application and cannot guarantee that a request will be honoured.
14.3. The Client can only learn of the fact of the registration from the confirmation letter of CoffeeSprout, stating that the requested domain name is registered. An invoice for registration costs does not constitute confirmation of registration.
14.4. The Client shall indemnify CoffeeSprout and hold it harmless against any and all damages in connection with (the use of) a domain name on behalf of or by the Client.
14.5. CoffeeSprout is not liable for the Client’s loss of its right(s) to a domain name or for the fact that the domain name is applied for and/or obtained by a third party, except in the event of wilful misconduct or gross negligence of CoffeeSprout.
14.6. If CoffeeSprout registers a domain name for the Client in its name, CoffeeSprout will cooperate with requests of the Client to move, transfer or terminate this domain name.
14.7. The Client shall comply with the rules of the registering authorities for the application, granting or use of a domain name.
14.8. CoffeeSprout is authorized to make the domain name inaccessible or unusable or transfer it to its own name (or have it transferred to its own name) if the Client demonstrably fails to fulfil the Agreement, but only during the default of the Client and only after the lapse of a reasonable period granted for compliance, stated in a written notice of default.
14.9. In the event of termination of the Agreement for breach of contract by the Client, CoffeeSprout will be authorized to terminate the Domain Name with due observance of a notice period of two months.
15.1. CoffeeSprout accepts legal obligations to pay compensation only to the extent that it appears from this article.
15.2. CoffeeSprout is only liable to the Client in the event of an attributable failure in the performance of the Agreement and only for alternative compensation, i.e. compensation of the value of the failed performance. Any liability of CoffeeSprout for any other form of damage is excluded, including additional compensation in any form whatsoever, or compensation for indirect or consequential damage due to loss of profit or turnover.
15.3. Coffee Sprout shall under no circumstances be liable for any damage due to delays, damage due to loss of data, damage due to exceeding time limits as a result of changed circumstances, damages resulting from inadequate cooperation, information or materials provided by the Client and damage due to information or advice given by CoffeeSprout, the content of which is not explicitly part of the Agreement.
15.4. In the event of liability under the previous articles, the maximum amount will be the lesser of the price stipulated in the Agreement (excluding VAT) and 500 euros. If the Agreement is mainly a continuing performance agreement with a period of more than six (6) months, the price stipulated for the Agreement shall be fixed at the total of the fees (excl. VAT) stipulated for three (3) months. These maximum amounts shall be cancelled if and insofar as the damage is the consequence of gross negligence or intention on the part of CoffeeSprout.
15.5. Liability of CoffeeSprout arising from an attributable failure in the fulfilment of the Agreement shall only arise if the Client immediately and properly puts CoffeeSprout into default in writing, whereby CoffeeSprout is given a reasonable period to remedy the failure and CoffeeSprout has also continued to fail attributably in the fulfilment of its obligations after that period. The notice of default must contain a description of the shortcoming that is as detailed as possible, to enable CoffeeSprout to respond adequately.
15.6. In case of tort by CoffeeSprout or an employee or subordinate for which it is held liable at law, CoffeeSprout will only be liable to pay compensation for death or personal injury and other damages, the latter to the extent caused by intent or wilful recklessness. In these cases, the compensation shall under no circumstances exceed € 500,000. = per damaging event, whereby a series of events is regarded as one event. Liability for any other damage is explicitly excluded under Article 6:170 of the Dutch Civil Code.
15.7. The Client indemnifies CoffeeSprout against any and all claims for liability as a result of a defect in a product or system delivered by the Client to a third party and which partly consisted of goods, materials or results delivered by CoffeeSprout, except if and insofar as the Client proves that the damage was caused by those goods, materials or results.
Article 16.Breakdowns and force majeure:
16.1 CoffeeSprout has the right to take the Service or parts thereof temporarily out of service for maintenance, adjustment or improvement. CoffeeSprout will try to do this as much as possible outside office hours and will endeavour to notify the Client of the scheduled unavailability in good time. However, CoffeeSprout is never liable to pay any compensation for damage in connection with such decommissioning.
16.2. The Provider is authorized to adjust the Service or parts thereof from time to time to improve the functionality and to correct errors. If an adjustment results in a significant change in functionality, CoffeeSprout will endeavour to inform the Client thereof. In the event of modifications that are relevant to multiple clients, it is not possible to not implement an adjustment for only one specific client. CoffeeSprout is not liable for any damages caused by such modification.
16.3. In the event that the Service is unavailable due to faults, maintenance or other causes, CoffeeSprout will endeavour to inform the Client of the nature and expected duration of the interruption.
16.4. In the event of force majeure, which shall at least be taken to mean faults or breakdown of the internet, telecommunications infrastructure, synflood, network attacks, DoS or dDoS attacks, power failures, civil unrest, mobilization, war, traffic jams, strikes, lockouts, business interruptions, delays in the supply, fire, flood, import and export restrictions and in the event that CoffeeSprout is not enabled by its own suppliers, for whatever reason, to deliver, as a consequence of which fulfilment of the Agreement cannot be reasonably required from CoffeeSprout, the performance of the Agreement will be suspended, or the Agreement may be terminated if the force majeure lasts for more than ninety days, all this without any obligation of CoffeeSprout to pay compensation.
17.1. The Client will provide employees of CoffeeSprout who perform activities at the offices of the Client in order to supply products and/or services, with all the necessary support for the performance of their duties.
17.2. As long as the relationship between the Client and CoffeeSprout continues and for one year thereafter, the Client will not be permitted to employ employees of CoffeeSprout or to have them work for them in any other way, directly or indirectly, without prior written permission of CoffeeSprout. The term employees of CoffeeSprout in this context shall be taken to mean persons employed with CoffeeSprout or one of its affiliates or who were employed with CoffeeSprout or one of its affiliates not more than six months ago.
Article 18.Term and notice of termination
18.1 If the Service includes the periodic performance of services during a certain period, the Agreement shall be deemed to have been concluded for an indefinite period, unless agreed otherwise in writing. The Agreement can be terminated by the Parties at any time with due observance of a notice period of one month for the Client and three months for CoffeeSprout, commencing on the last calendar day of the month.
18.2. If the Service includes the development of software or other works, the Agreement will be deemed to have been entered into for the duration specified in the quotation or until the works have been developed and accepted. Unless agreed otherwise, the Agreement cannot be terminated prematurely in this situation.
18.4. In the event of cancellation, termination or dissolution for any reason, CoffeeSprout is authorized to delete all the stored data or to make it inaccessible and to terminate all the accounts of the Client immediately after the date on which the Agreement expires. In such a case CoffeeSprout is not required to provide the Client with a copy of this data.
18.5. Delivery times specified by CoffeeSprout are always indicative, unless it is explicitly stated in writing that a deadline is concerned. Even if a deadline has been agreed, CoffeeSprout is also only in default when the Client has put it in default in writing, subject to the mandatory situations prescribed by law in which such default commences by operation of law.
18.6. Exceeding the agreed delivery times due to any cause whatsoever shall not entitle a party to compensation, unless agreed otherwise in writing.
18.7. If the Client fails to fulfil any of its obligations under the Agreement, CoffeeSprout will be authorized to suspend or terminate the performance of all the agreements concluded with the Client without any notice of default or judicial intervention being required and without prejudice to the right of CoffeeSprout to compensation of damage, loss of profit and interest, unless the non-compliance concerned is of minor importance.
18.8. The Agreement shall terminate automatically if the Client is declared bankrupt, applies for a moratorium, loses the disposition over its assets otherwise or dies.
18.9. Upon termination of the Agreement for any reason whatsoever advance payments will be refunded.
Article 19.Amendments to the General Terms and Conditions
19.1. CoffeeSprout reserves the right to amend and/or supplement these General Conditions.
19.2. Changes shall also apply to already concluded agreements, subject to a notice period of 30 days after written notification of said amendments and the announcement of the intended amendments on the CoffeeSprout website. Minor changes can be made at any time.
19.3. If the Client refuses to accept an amendment to these General Conditions, it may terminate the agreement until the date on which the new General Conditions come into effect by this date or on the date of receipt of the notice if it is after the effective date of the amendment.
Article 20.Final provisions.
20.1. This agreement is governed by Dutch law.
20.2. Insofar as not prescribed otherwise by mandatory law, any disputes which may arise from this Agreement shall be submitted to the competent Dutch court in the district in which the offices of CoffeeSprout are located.
20.3. If any provision of this Agreement is found to be invalid, this shall not affect the validity of the entire agreement. In that case, the Parties will determine (a) new provision(s) to replace it (them), which is as close to the intent of the original Agreement and the General Conditions as possible.
20.4. Information and statements on the website of CoffeeSprout are subject to programming and typing errors. In the event of any inconsistency between the website and the Agreement, the Agreement shall prevail.
20.5. The records of CoffeeSprout are always leading. However, the Client may, within 5 working days after submission of a statement or invoice by CoffeeSprout, object against the statement or invoice, stating reasons. After the expiry of this period, the statement or invoice will be considered accepted. CoffeeSprout will respond to the substance of the objection by the Client as soon as possible. Submitting an objection will not discharge the Client from its obligations under the Agreement.
20.6. The term “in writing” in these conditions also includes e-mail and fax communication, provided that the identity and integrity of the e-mail and/or fax have been sufficiently established.
20.7. The version of any communication received or stored by CoffeeSprout is regarded as authentic, subject to proof of the contrary submitted by the Client.
20.8. The Parties shall inform each other immediately in writing of any changes in name, postal address, email address, telephone number and, if requested, bank account number.
20.9. The Parties may only transfer their rights and obligations under the Agreement to a third party with written permission of the other Party.