Terms and Conditions
Part 1 – General Provisions
Article 1 – The contractor
Address: Roek 14
Zipcode and residence: 5508 KE Veldhoven
Chamber of commerce number: 75834596
Now to be called: “Tecforia”
Article 2 – Definitions
1. Offer: the proposal of Tecforia to create an agreement with the client.
2. Acceptance: a declaration of will from the client regarding the acceptance of the offer of Tecforia.
3. Services: Tecforia provides services as communications consultant, project/content consultant, project manager and mediator.
4. Digital content: all data that is to be digitally produced and supplied.
5. Durable data carrier: any tool that enables Tecforia or the client to save digitally obtained information in a way that makes future consultation or usage possible for the duration of a period that is aligned with the purpose for which the information was obtained.
6. Invoice: a letter or e-mail sent by Tecforia to the client that mentions the assignment and the fee to be paid for this.
7. Client: the (juridical) person that acts for a purpose that is related to his traffic-, corporate-, craft-, or professional activity.
8. Agreement: the agreement that the parties have concluded. This agreement is established by offer and acceptance. This agreement is an engagement agreement within the meaning of article 400 of the 7th book of the Dutch Burgerlijk Wetboek.
9. Parties: both Tecforia and the client.
10. Technology for remote communication: Means that can be used to conclude to an agreement without the client and Tecforia having to be in the same room at the same time.
11. Confidential information: All the financial-, business-, and personal data that will be entered, processed and/or stored by the parties.
Article 3 – Applicability
1. These General Terms and Conditions apply to all offers and agreements of Tecforia. These General Terms and Conditions can be consulted on our website and will be added to the offer as an attachment.
2. By accepting the offer of Tecforia, the client is bound to these General Terms and Conditions. By accepting, the client explicitly distances himself from the text and content of his General Terms and Conditions.
3. Before an agreement between Tecforia and the client is concluded, the text of these General Terms and Conditions will be made available to the client.
4. If the creation of the agreement takes place electronically, the text of this General Terms and Conditions can be made available to the client electronically. All this in such a way that these General Terms and Conditions can be stored as easily as possible on a durable data carrier. If this is not reasonably possible, how the client can view the text of these General Terms and Conditions will be indicated before the agreement is concluded.
5. If besides these Generals Terms and Conditions there are also specific product or service conditions, the provisions in those specific conditions – if this is laid down in writing in those specific terms and conditions – shall prevail over the provisions in these General Terms and Conditions.
6. These Terms and Conditions will remain applicable for legal successors of the Client.
7. All rights and claims that will be stipulated in these General Terms and Conditions and possibly in any further agreement and conditions apply both to Tecforia and intermediaries and third parties engaged by Tecforia.
Article 4 – Changing and supplementing the General Terms and Conditions
Tecforia is entitled to change or supplement the General Terms and Conditions. The client will be notified of any changes or additions to the General Terms and Conditions before the amended General Terms and Conditions will take affect. Changes of minor importance can be made at any time.
Article 5 – The agreement
1. The agreement is concluded when the client accepts the offer made by Tecforia, unless the offer shows that it was made without any obligation. In the case of a non-binding offer, the agreement is concluded at the time that Tecforia accepts the acceptance of the offer.
2. Techniques for remote communication can be used for the offer and the acceptance of it. If these techniques are being used, Tecforia confirms the accepting of the acceptance of the offer by the same way. Tecforia also takes appropriate technical and organisational measures for the safety of the electronic transfer of data and Tecforia ensures a safe web environment.
3. The agreement between Tecforia and the client applies for a limited time, unless explicitly stated or agreed otherwise in part 2, special provisions of these General Terms and conditions or by parties. The agreement ends when both parties have fulfilled their obligations from the agreement.
Article 6 – Prices and fee
1. Tecforia keeps the right to change the prices that are shown on the website, in the agreement, in these General Terms and Conditions or made public in any other way. If changes are made to the prices, the client will be notified one month before the changes take place. This can be done by a letter or an e-mail.
2. The prices of a subscription may only be changed three months after the agreement is concluded. If the prices get changed within this period, the client has the right to end the agreement immediately.
3. All the prices that are shown on the website, in the agreement, in these General Terms and Conditions or in any other public way, are not including VAT tax or any other government imposed taxes.
4. The fee will be determined on hourly rates, unless the parties have agreed on a different way of compensation.
5. In addition to the hourly rate, Tecforia is entitled to a reimbursement of the necessary travel- and accommodation costs as well as the costs that have been made by third parties for the account of Tecforia to have made the services possible. Tecforia is also entitled to reimbursement in hourly rate for travelling time.
Article 7 – Payments
1. The invoices made by Tecforia need to be payed within 14 days after the invoice data and they can be payed by a deposit on the account number that is mentioned in the invoice.
2. Invoicing will – unless the parties agree otherwise in writing – take place by e-mail.
3. If the payment term is exceeded, the client will be in default from the latest day that the payment should have been made without a notice of default being required for this. From the first day after the occurrence of the default, the client owes the statutory interest of 8% on the invoice amount.
4. If the claim has not been settled after the written notice, Tecforia is entitled to call in a debt collection agency to collect the remaining amount. If a collection agency is required to collect the claim, the extrajudicial collection costs will need to be payed by the client.
5. If the payment term stated on the invoice has expired without receiving a payment, Tecforia has the right to suspend the execution of the agreement until the full invoice amount has been payed by the client.
Article 8 – Non-compete clause
1. During a period of 12 months after the termination of the agreement, the client is not allowed to approach (in)directly (former) relations from the network of Tecforia and or employees of Tecforia in any way, or to have any business relations with previously mentioned entities unless Tecforia has given written consent for this.
2. During a period of 12 months after the termination of the agreement, the client is not allowed, in any way, to directly or indirectly start an enterprise that is similar or related to the business of Tecforia, or to establish a financial interest therein unless Tecforia has given written consent for this.
3. Violation of this non-compete clause by the client makes the client liable to a fine. The then immediately due and payable fine is €10.000 (in words: ten thousand) per violation, not withstanding Tecforia’s right to claim compensation for any damage it may suffer as a result of the violation. All this without any legal intervention being required.
Article 9 – Intellectual property and copyright
1. Tecforia reserves the copyright to created texts, strategic/creative concepts, designs and other produced materials in the broadest definition of the word. Without written permission, the client may not copy the materials, show the materials to third parties or have it changed in any other way.
2. At the creation of the agreement, the client obtains a time-limited licence for the use of copyrighted works that are made for the execution of the agreement by Tecforia. This licence will only apply if the client meets the financial obligations arising from the agreement.
3. The given license only applies to use by the client. Use by third parties is explicitly not permitted.
4. Violation of this clause with regards to intellectual property by the client makes the client liable to pay a fine. The then immediately due and payable fine is €10.000 (in words ten thousand) per violation, not withstanding Tecforia’s right to claim compensation for any damage it may suffer as a result of the violation. All this without any legal intervention being required.
Article 10 – Confidentiality
1. Tecforia will keep all information received from the client, if applicable, strictly confidential – also after termination of this agreement – and will only use this information during this agreement for the fulfilment of the obligations under this agreement and will do this without disclosing this information to others or the public.
2. The statement above does not apply to information that is made public by Tecforia at the written request of the client and to information that is currently known in the public domain without breach of confidentiality.
3. All information provided by the client to Tecforia, if applicable, remains the property of the client. The client remains responsible for storing this information, unless agreed otherwise.
4. Tecforia stores all information for as long as necessary for a reasonable execution of the agreement. A longer period may be required due to a law, regulation, court order or decision of a government agency.
5. The confidentiality obligations in this article do not apply to the extent that confidential information is made public, if this is required by law, regulation, court order or decision of a government agency. However, disclosure must be limited as much as possible and the parties will inform each other of this.
Article 11 – Liability
1. If Tecforia would be liable, then this liability is limited to what is regulated in this provision.
2. Tecforia is principally not liable for its mistakes. This is only different if there is an attributable shortcoming in the execution of the agreement and if there is direct damage. The compensation for damage is – per event or related events – limited to an amount equal to the compensation that the client owes under the agreement per year. In no case will the total reimbursement amount be more than €10.000.
3. An attributable shortcoming means: damage which is the direct consequence of intentional or deliberate recklessness on the part of Tecforia, and of its employees, assistants or third parties engaged by it.
4. Direct damage means: The damage which is the direct result of a damage bringing incident.
5. Tecforia is not liable for indirect damage, including – but not limited to – consequential damage, lost profit, missed savings, mutilation or loss of (business)data and damage due to business interruption.
6. If damage is caused by incorrect, incomplete or unreliable information provided by the client, Tecforia is not liable for this damage.
7. Third parties can not hold Tecforia liable on any legal basis.
Article 12 – Indemnifications
1. The client indemnifies Tecforia against claims from third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.
2. If the client provides Tecforia with information carriers, digital datafiles or software etc. the client will guarantee that these information carriers, digital data files or software are free of viruses and defects.
Article 13 – Force majeure
1. In the case of a force majeure, which in any case means – but is not limited to – disruptions in telecommunications, illness, war, obstruction in transport, strike, fire and flooding, the performance of the agreement will be suspended or the agreement will be terminated. All of this without any obligation to pay compensation.
2. There can also be a force majeure if it reasonably can not be expected that Tecforia will proceed with the execution of the agreement based on special circumstances.
Article 14 – Processing of personal data
1. For the execution of the agreement by Tecforia, it is necessary to process the personal data of the client. Tecforia will ensure an appropriate level of security when processing this data.
2. The processing of personal data will take place in a way that is appropriate in accordance with the General Data Protection Regulation.
3. Tecforia has a privacy statement which can be consulted on the Tecforia Website.
4. If there is a data breach discovered at Tecforia, the client will be notified as soon as possible.
5. The entrepreneur remains responsible at all times for the compliance with the General Data Protection Regulation. Costs and damage that were created by not following the General Data Protection Regulation can not be reclaimed from Tecforia. Third parties also cannot recover such costs and damage from Tecforia.
Part 2 – Special provisions
Article 15 – Services
1. Tecforia offers services as a communication consultant, project/content consultant, project manager and mediator, and mostly helps with the communication between the client and a contractor (in the technical sector); Tecforia offers the following options for this:
a. The client can schedule a consultancy session on the website of Tecforia. The payment for this needs to be made immediately by creditcard or paypal.
b. The client can purchase individual hours per month. These hours are invoiced monthly after the end of the month.
c. The client can purchase a card with a number of hours on it, whereby these hours are invoiced monthly in advance.
d. The client can purchase a subscription for a certain number of hours, whereby these hours are invoiced monthly in advance.
e. The client can ask for guidance in the communication for an entire project for a fixed price, where 50% will be invoiced in advance and 50% afterwards.
2. ‘’Consultancy session’’ means: an appointment in which Tecforia (video)calls the client to give advice on issues in communication and/or project-content management.
3. ‘’Hours’’ means: the hours in which Tecforia (video)calls with the client, the hours in which preparations are being made, in which data gets processed or hours in which Tecforia is working for the client in any other way.
4. The work will explicitly not take place at the location of the client, unless the parties agree otherwise in the agreement.
5. Tecforia offers services as a mediator whereby a client and a contractor are brought into contact with each other. If these parties ultimately conclude to an agreement, Tecforia is entitled to a commission (in percentages) of the total assignment and future assignments up to one year after the signing of the agreement by both of these parties. If Tecforia acts as a mediator, an agreement is ultimately concluded between these parties and these parties are responsible for the implementation of the agreement, concluded by them, but Tecforia remains involved in the execution of the services.
Article 16 – Subscriptions
1. Contrary to the provisions in part 1 – The general provisions of these general terms and conditions are created for an indefinite period of time, but cannot be terminated prematurely during the first 12 (say twelve) months of the agreement. After this period has expired, the agreement can be terminated on a monthly basis. The termination takes place in the same way as the creation of the agreement. However, Tecforia has the right to terminate the agreement immediately if:
a. The client does not fulfill the obligations in the agreement in time, or does not fulfil them at all.
b. The client does not fulfil his payment obligation.
c. Future binding of the parties to the agreement based on the special circumstances of the case cannot be demanded.
2. A subscription is created for a predetermined number of hours per month. The hours that are not used will expire at the end of the month and can therefore not be carried over into the next month.
3. Additional hours can be purchased by the client at non-fixed rates. These hours will be invoiced afterwards on the invoice of the next period.
Article 17 – Obligations of the client
1. The client provides Tecforia with all the information that is necessary to execute the services as well as possible. This information is provided on time, in the desired form and the desired manner. What is meant by this is determined by Tecforia.
a. If the client does not comply with the provisions of the previous article, Tecforia has the right to suspend the execution of the agreement.
b. The data that gets supplied must be correct, complete and reliable. This is the responsibility of the client. If due to changed circumstances, the information is no longer correct, complete or reliable, this will be announced to Tecforia as soon as possible. In addition, the correct data must be provided as quickly as possible.
c. If there is damage caused by incomplete, unreliable or incorrectly supplied information or there need to be made additional costs, these additional costs will be reimbursed by the client.
2. During the consultancy session and/or (call)appointment, the client is responsible for a good internet connection which is necessary to be able to (video)call.
3. If (an employee) Tecforia needs to carry out work at a location before the closing of the agreement, the client needs to ensure that the workplace meets the legal working conditions standards. The following must be present at this workplace: suitable computer facilities and a secured Wi-Fi network. The client is liable for all the damage to (employees of) Tecforia and its goods arising at this work place.
Article 18 – Implementation of the services
1. Tecforia shall determine the manner in which and by which person(s) the services are performed and shall take the role of a good contractor into account when performing the services. However, no guarantee can be given for achieving any intended result.
2. Tecforia is entitled to engage third parties (from its network) in the performance of the agreement if it seems that this is desirable in the interest of the client. No engagement or explicit permission is required from the client for engaging third parties The applicability of art. 7:404, 7:407 and 7:409 of the Dutch Civil code are expressly excluded.
3. The periods stated in the agreement within which the services must be performed are only considered as a guideline and not as strict deadlines. If the term gets exceeded by Tecforia, there is therefore no ground of determination of the agreement. A fatal deadline only exists if this is named in the agreement.
Article 19 – Delivery and revisions
1. Tecforia only uses estimated delivery times. The delivery times mentioned in this article therefore only serve as a handle and not as strict deadlines.
2. After the delivery of texts, strategic/creative concepts, designs and other materials produced by Tecforia, the client is entitled to a revision round. If, after the first revision round, the client wishes adjustments to the texts, strategic/creative concepts, designs and other materials produced by Tecforia, the additional costs that Tecforia incurs for this will be reimbursed by the client.
Article 20 – Cancellations and/or changes
1. Any obstruction, regardless of the cause of it, as a result of which the client wishes to proceed with the cancellation of a consultancy session and/or (call)appointment, lies entirely within the risk of the client. The following applies to cancellation and modification of consultancy sessions and (call)appointments:
a. A consultancy session and/or (call) appointment can no longer be cancelled after booking/scheduling this, if the client nevertheless cancels, this does not release the client of his payment obligation.
b. A consultancy session and/or (call)appointment can be rescheduled until 48 hours before the start of the appointment. If the change is made after this moment, Tecforia will invoice the entire number of hours.
Part 3 – Applicable law and other provisions
1. These general terms and conditions, as well as all the agreements concluded by Tecforia with the client, are ruled by the Dutch law.
2. Disagreements are submitted to the court in Rotterdam.
3. Changes in management or the legal form of Tecforia or the entrepreneur have no influence on this agreement or the resulting agreements.
4. Each of the parties – unless otherwise is agreed – bears its own costs with regard to the implementation of this agreement.