Terms and conditions 

Blockdata B.V.

Last updated: 9th August 2018. 

Volerrakstraat 11-2 1078XM Volerrakstraat 11-2, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 71816046. 

If you have any questions, you can contact us via hello@blockdata.tech or by mail: Volkerakstraat 11-2 

Blockdata reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing. 

Article 1 - General

These terms and conditions apply to every offer, proposal and assignment between Blockdata and you ( Client ). On request, Blockdata shall send these terms and conditions to you, free of charge.

Article 2 - Establishment of the Assignment

The assignment shall be deemed established when Contractor receives a confirmation in writing from Client.

Article 3 - Proposals and Offers

1. All offers and proposals from Blockdata are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not for possible future assignments).

2. If the Client provides Blockdata with certain information, Blockdata may assume that the provided information is correct and will base the proposal on that information.

Article 4 - Pricing

1. Blockdata can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.

2. An offered price does not include expenses for Blockdata and does not include taxes or levies by the authorities.

Article 5 - Payment and Collection Charges

Client must pay within fourteen days after the invoice date. Blockdata shall send an invoice monthly.

If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default ( ingebrekestelling ) being required. In case of default, Client owes Blockdata the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.

Any outstanding amounts by the Client are immediately payable in the following cases:

Client fails to pay within the payment term;

Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;

Client (company) is dissolved or liquidated;

Client (private individual) is placed under guardianship or deceased.

If Client does not pay on time, he shall immediately be in default. He will then be due to the Supplier all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:

15% on the first € 2,500;

10% on the part that remains thereafter, up to € 5,000;

5% on the part that remains thereafter, up to € 10,000;

1% on the part that remains thereafter, to € 200,000;

0.5% on the remaining part.

Article 6 - Execution Time

If Client owes Blockdata a prepayment or if Blockdata needs Client to provide certain information or materials, the term within which Blockdata shall execute the activities (the execution time), shall not begin until the prepayment, information or material is received by Blockdata.

If a term is agreed before the execution, this shall never be a deadline. When the term is due, Client shall send a notice of default to Blockdata.

Client cannot terminate the agreement if Blockdata exceeds a term. This does not apply when execution of the activities is permanently impossible or if Blockdata does not execute the activities within a new term for execution. Such new term should be given in writing.

Article 7 - Execution of the Assignment

Blockdata shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.

Blockdata may execute the assignments in different phases and send separate invoices on the different phases.

If Blockdata performs the assignment in different phases, Blockdata may suspend any activities on the next phase until Client approved the execution of the last phase in writing.

Client shall timely provide Blockdata with all information or material, required for the execution of the assignment.

If Client does not provide the material or information in time, Blockdata may suspend the execution of the assignment and charge the additional costs, coming from the delay. Blockdata is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

Article 8 - Changes of the Assignment

If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.

If parties agree on altering the assignment, Blockdata may raise or lower the price. If possible, Blockdata shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.

Blockdata may refuse a request, made by Client, to change the assignment if changing the assignment could affect the quality or quantity of the activities.

Article 9 - Suspension, Dissolution

Blockdata may temporarily suspend the execution of the activities if he cannot comply because of force majeure .

If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.

Blockdata may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Blockdata for damages.

Article 10 - Termination in the Interim

If Blockdata cancels the assignment in the interim, Blockdata shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Blockdata, these costs shall be borne by Client.

Blockdata may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:

Client fails to pay within the payment term;

Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;

Client (the company) is dissolved or liquidated;

The occurrence of circumstances in which Client can no longer freely dispose of his capital.

Article 11 - Force Majeure

Blockdata is not obliged to comply in the event of force majeure .

Blockdata may suspend the obligations, coming from the assignment, for as long as the force majeure continues.

If Blockdata complied with a part of its obligations, and that part has an independent value, Blockdata may charge that part to the Client.

Article 12 - Retention of title

Everything supplied by Blockdata shall remain the property of Blockdata until Client has fully fulfilled all its obligations.

Client must do everything he can reasonably do to secure the properties of Blockdata.

If Blockdata wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Blockdata to enter all places where the properties are located, so that Blockdata can take them back.

Article 13 - Complaints

Client shall notify Blockdata in writing of any complaints within two months after detection (or –on invisible shortcomings– after he could have detected it).

A timely notified complaint does not suspend or cancel any payment obligation from the Client.

If Client does not notify Blockdata timely, Client is not entitled to any recovery, replacement or compensation.

If it is established that the complaint is justified and the notification by Client thereon was timely delivered, Blockdata shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.

If it is established that a complaint is not justified, Client shall compensate Blockdata for made expenses (like research costs).

Article 14 - Liability

Blockdata is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Blockdata.

Blockdata is not liable for any damages resulting from Blockdata relying on incorrect or incomplete information provided by Client.

The liability of Blockdata shall never exceed the amount paid by its insurer.

If Blockdata’s professional liability insurer does not cover the damages, Blockdata’s liability is limited to an amount of €2000,00, unless the (total) by Client paid amount does not exceed €2000,00. If so, Blockdata’s liability is limited to the total by Client paid amount.

The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

Article 15 - Limitation Period

The limitation period on all claims and defences against Blockdata is one year.

Article 16 - Indemnification

Client indemnifies Blockdata from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Blockdata.

If third parties address Blockdata to be liable for damages resulting from the execution of the assignment, Client shall support Blockdata both judicial and extrajudicial and Client shall do what may be expected from him.

If Client does not provide the support described in paragraph 2, Blockdata may take the actions it deems required. All expenses and damages made by Blockdata in this respect shall be borne by Client.

Article 17 - Intellectual Property

All the plans, documents, pictures, drawings, programming, creations and related information, made by Blockdata, remain property of Blockdata. This also applies if related expenses are charged or when these are improved, later on.

Client can only copy the aforementioned properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by Blockdata.

Client and Blockdata shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Blockdata. If parties do not agree on further terms concerning the licenses, Blockdata grant Client a non-transferrable license to use the works, made by Blockdata (like: software, designs, illustrations or any other creation), for an indefinite period of time.

Article 18 - Non-Disclosure

Blockdata shall not disclose any of Client’s information to third parties, unless Blockdata is required by a statutory or professional obligation to disclose the information.

Blockdata shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Blockdata and the information can be of importance.

Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Blockdata, whether they are in writing or not.

Article 19 - Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

Article 20 - Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.

Article 21 - Applicable Law

Dutch law.

Article 22 - Competent Court

The Court of Amsterdam.

Contact information

 Blockdata B.V.

 Volkerakstraat 11-2

 1078 XM Amsterdam

 KvK-number: TBA

 +31652734247

 hello@blockdata.tech

 

Data protection officer

 Jonathan Knegtel

 +31652734247, jonathan@blockdata.tech

   

© BLOCKDATA B.V.