NoviaFacts B.V. Naar
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General Terms and Conditions


NoviaFacts BV General Terms and Conditions



Article 1 Offers, agreements and services

1.     These general terms and conditions shall apply to all offers, agreements and services for which NoviaFacts BV provides services and/or goods of whatever nature, including those not laid down in these terms and conditions, unless otherwise specifically agreed in writing by the parties involved.

2.     A copy of these terms and conditions shall be discussed with the customer before or upon entering into any agreement. These terms and conditions shall be attached to all order forms and tenders on which the location of these terms and conditions shall be referred to expressly.

3.     All offers and tenders shall be free of any obligation.

4.     Any customer terms and conditions shall not apply unless this is expressly agreed in writing by NoviaFacts BV.

5.     Agreements shall be deemed to be entered into either upon signing of the tender by both parties, or by the signing of an order form by the customer.


Article 2 Tariffs and payment

1.     Tariffs do not include value added tax (VAT) or other levies imposed by any authority.

2.     All invoices shall be paid by the customer in accordance with the conditions of payment stated on the invoice. In the absence of specific conditions, the customer shall pay within 14 days of the date stated on the invoice.

3.     If the customer fails to pay the amount owed within the agreed term, the customer shall, without any proof of default or legal intervention, be obliged to pay interest on the amount due at a rate of 1.5% per month (part of a month shall be treated as one whole month).

4.     The customer shall be in default on expiry of the agreed term of payment and when the amount due has not been paid in full. If the customer fails to pay the amount due, NoviaFacts BV reserves the right to turn the debt over to a collection agency, in which case the customer shall be obliged to pay, in addition to the amount due, non legal expenses amounting to 15% of the full amount due from a minimum of EUR 114, and any legal expenses incurred.

5.     In the customer is in default as referred to in the previous article, all amounts owed by the customer to NoviaFacts BV shall be immediately payable on demand and in full without further proof of default and/or legal intervention.

6.     Tariffs for work activities shall be agreed per order between NoviaFacts BV and the customer at all times and shall be recorded in the tender. Tariffs shall be based on hourly or daily rates only. These tariffs shall be valid for a period of six months. NoviaFacts BV reserves the right to revise its tariffs on a six-monthly basis and in accordance with the CBS [Dutch Central Bureau of Statistics] index for CAO [Dutch collective labour agreement] wage rates, business services category, increased by 4% or otherwise if NoviaFacts BV considers this to be reasonable.

7.     The tariff shall apply for normal working hours, i.e. from Monday to Friday with the exception of recognised national holidays, and up to a maximum of eight hours a day during the normal working hours of between 7 am and 7 pm. The following increased tariffs shall apply for work activities carried out for longer than eight hours or outside these normal working hours: (tariff = 100%):

o   Sunday 24.00 hrs to Friday 24.00 hrs - 150%

o   Saturday 00.00 hrs to Sunday 24.00 hrs - 200%

o   On generally recognised national holidays - 300%

8.     Longer than eight hours on a normal work day: a supplement of 50% shall apply after 8.5 hours worked for the relevant hourly tariffs (either normal or increased).

9.     If the nature of the work allows it, overtime shall be compensated for wherever possible on the basis of “time for time worked” and taking increased tariffs into account where applicable.

10.   If changes are made to the nature or the content of work activities, or the location in which they are carried out, NoviaFacts BV reserves the right to determine new terms and conditions and hourly or daily tariffs where necessary provided this is signed and laid down in writing, and attached to the original order form and confirmation of the said order.

11.   NoviaFacts BV shall ensure and guarantee that employee income tax and national/social insurance contributions are deducted correctly and promptly. At the end of a quarterly term, NoviaFacts BV shall submit an accountant’s declaration or a ‘declaration of fair tax practices’ on request by, and to the satisfaction of, the customer, which shows that the deduction and declaration of sales tax, income tax and national/social insurance contributions has been carried out correctly, and that the payment of said taxes and contributions has been made promptly.


Article 3 Confidential information

Each party shall take every reasonable precautionary measure possible in order to keep secret confidential information that has been received from the other party. A declaration of secrecy shall be signed by NoviaFacts BV as required and at the request of the customer.


Article 4 – Intellectual property rights

1.     NoviaFacts BV shall have copyright and all other intellectual property rights on all its written and/or digitally stored advice, reports, models and other such information. This information shall not be made available to third parties, multiplied in whatever form, copied, stored in an electronic database, or publicised in any way without the express written permission of NoviaFacts BV.



2.     The conditions laid down in article 1 shall not apply if the customer has requested advice and/or services from NoviaFacts BV on behalf of its own adversaries. This only applies when the customer has done so as part of his/her profession or company, and not withstanding a prohibition by NoviaFacts BV in writing.


Article 5 Customer cooperation

1.     In view of the fact that customer cooperation is required in order to execute the agreement, the customer shall at all times ensure the prompt supply of all useful and necessary data or information. Failure of the customer to provide the data required in order to execute the agreement, failure to provide this on time or as agreed for use by NoviaFacts BV, or failure of the customer to meet its obligations in any other way, may lead to the suspension of work being carried out, and extra costs incurred by NoviaFacts BV at the usual tariffs may be charged.

2.     The customer shall not employ NoviaFacts BV employees without prior permission from NoviaFacts BV as from the start of the secondment until 12 months following the completion of the last assignment, and shall also refrain from making business proposals or offers to those employees. In the event of the customer failing to meet the conditions laid down in this article, NoviaFacts BV shall have the right to terminate its secondment activities immediately and without any further obligations, and shall forfeit a penalty per event of EUR 50,000 which shall immediately become due and payable.

3.     If a customer employee informs NoviaFacts BV that they wish to take up employment at NoviaFacts BV, parties shall be free to enter into discussion regarding this matter.


Article 6 Delivery

1.     Delivery times shall always be approximate and never regarded as deadlines unless otherwise agreed.

2.     With regard to deliveries, NoviaFacts BV shall only be in default in the event that successive delivery times have been exceeded after which the customer has allowed NoviaFacts BV a reasonable term of notice and has provided written notice sent by recorded delivery and stating an allegation that NoviaFacts BV is in breach of agreement.

3.     No delivery times shall be agreed upon with regard to the provision of advice due to the nature of the service.


Article 7 – Maintenance of software

In addition to the general provisions of the general terms and conditions, the provisions laid down in the section entitled “maintenance of software” shall apply if maintenance is included in the software user fee.

Maintenance obligations:

1.       NoviaFacts BV shall, to the best of its abilities, repair defects in new versions of the software, with the provisions laid down in paragraph 1.5 remaining in force. The result shall be made available to the customer depending of the urgency of the matter, and in a manner and within a period of time determined by NoviaFacts BV.

2.       Defects shall be investigated on the condition that they occur in a version of the software that is under maintenance by NoviaFacts BV at that moment in time, and provided that the customer has applied all changes and additions to that version as supplied by NoviaFacts BV.

3.       NoviaFacts BV shall supply the customer with improved versions of the software as they become available. Three months after NoviaFacts BV has supplied an improved version, NoviaFacts BV shall no longer be obliged to repair any defects in the old version, nor shall it be obliged to provide support with regard to the old version. In order to supply a new version with new options and functions, NoviaFacts BV shall have the right to demand that the customer enter into a new agreement with NoviaFacts BV and to charge a new fee for supplying the new version.

4.       If the customer does not enter into a maintenance contract with NoviaFacts BV at the same time as entering into the agreement for the supply of software, NoviaFacts BV shall not be obliged to enter into a maintenance contract with the customer at a later date.


Article 8 Provision of services

The provisions laid down in this section entitled “Provision of services” shall, in addition to the general provisions of the general terms and conditions, apply for services provided such as feasibility studies, project management, consultancy, educational courses, workshops, training courses, support, secondment, moderating and help desk services. These provisions shall not impede the provisions laid down in these general terms and conditions with regard to specific services such as computer services, the development of software, and maintenance.

1.     Help desk services

a.     If the customer enters into a contract with NoviaFacts BV regarding help desk services, the following and other provisions shall apply:

b.     The help desk services consist of assisting with and coordinating customer queries. These services shall be provided on working days during the normal office hours applicable to NoviaFacts BV, and as specified in the tender and during the period stated in the tender.

Responsibilities of NoviaFacts BV

c.     Providing answers to questions and/or giving instruction with regard to operational problems and the use of the products specified in the tender.

d.     Assisting with problem determination.

2.            Secondment

e.     NoviaFacts BV shall carry out work as commissioned by the customer and as part of a project to be carried out by the customer, further details of which shall be set out in the signed tender.

f.     NoviaFacts BV shall provide a specialist as specified in the tender to carry out the work. A separate tender shall be signed for each specialist to be provided. NoviaFacts BV shall, in consultation with the customer, have the right to replace the specialist with another specialist that meets the qualification specified in the tender.

g.     The period during which the work is to be carried out shall be specified in the tender. The commission shall be extended automatically by one month unless the customer wishes to receive a new tender for this. The customer shall thereupon have the right to cancel the commission subject to one month’s written notice of cancellation.

h.     The work shall be carried out in close consultation with the project leader and at the location specified in the tender.

i.      In order to record the execution of the project, NoviaFacts BV shall keep a record of the hours worked using the forms intended for this purpose. These forms shall be signed by the customer project leader responsible.

j.     If a trial period has been agreed upon and specified in the tender, both parties shall have the right to cancel the project with immediate effect and without further mutual obligation.

k.     In the event of illness, accident, death or the dismissal of the employee, NoviaFacts BV shall strive to provide an equivalent replacement.

l.      If work is suspended prematurely, at the request of the customer and at any time, NoviaFacts BV shall strive to provide the same employee when work is resumed.

m.    Employees of NoviaFacts BV shall abide by the customer’s rules and provisions with regard to working hours and methods used. Employees shall be provided with or informed of these rules and provisions by NoviaFacts BV on commencement of the work.

n.     In consultation between the customer and NoviaFacts BV, employees shall be allowed to take annual or other leave in accordance with the regulations applicable to NoviaFacts BV.

o.     The customer shall take responsibility for the purpose for which the work is intended, and for the result of that work.

p.     The customer shall send immediate and written notice of any complaints regarding NoviaFacts BV employee conduct stating the grounds for complaint. NoviaFacts BV shall, in this event and at their discretion, have the right to replace the employee in question with a different member of staff provided he/she is equivalently qualified.

q.     Any production costs for drawing up reports, the use of equipment and/or software, and any costs for other materials not covered by the customer shall be charged to the customer separately by NoviaFacts BV and in accordance with provisions specified in the general provisions of these general terms and conditions.


Article 9 Cancellation

1.     The customer shall be authorised to cancel the agreement if reasonable grounds exist for doing so. The customer shall then be obliged to pay for work carried out prior to the cancellation.

2.     If the agreement is cancelled on grounds entirely beyond the scope of NoviaFacts BV, the customer shall then be obliged to pay reasonable damages as compensation for loss of profit by NoviaFacts BV, with the exception of cases in which the application of the provisions in this article would place an unreasonable burden on the customer.

3.     If the customer is declared bankrupt, requests the suspension of payment, if the customer company is fully or partially in liquidation, if the legal status of the customer company changes, if the customer sells his/her company or its shares, if the customer has been served a garnishment order and/or the customer is in serious default with regard to the financial obligations laid down in the agreement, NoviaFacts BV shall have the right to cancel the agreement, whereby the agreed assignment charges shall be payable on demand and in full without further proof of default and/or legal intervention. This shall not impede the right of NoviaFacts BV to compensation.

4.     With regard to help desk services, either party may cancel the agreement giving a six-month period of notice, without either party being under obligation to pay any damages.


Article 10 Liability

1.     NoviaFacts BV guarantees it shall carry out the activities it has been commissioned to perform with the utmost of care.

2.     In the event of major progress problems, NoviaFacts BV shall take measures such that a solution may be reached as soon as possible.

3.     The customer guarantees NoviaFacts BV its full cooperation during the execution of the activities commissioned to NoviaFacts BV.

4.     Commissions to provide support in certain activities shall be carried out to the best of our abilities at all times unless otherwise expressly agreed. If the desired result is not achieved, the adversary party shall at all times be obliged to meet its obligations by virtue of this and the specific agreement. The adversary party shall be relieved of its obligations only if there is any question of deliberate acts, gross negligence or gross recklessness on the part of NoviaFacts BV

5.     NoviaFacts BV shall be expressly exempt of any liability with regard to:

a.     Damage caused directly or indirectly as a result of the self-interpretation and/or improper use of expertise, information, products or other commercial matters supplied by NoviaFacts BV.

b.     Damage caused directly or indirectly as a result of activities not, or not promptly, being carried out by NoviaFacts BV due to events and circumstances for which NoviaFacts BV is not accountable by law, by judicial process or according to social conceptions.

c.     Damage suffered directly or indirectly by the customer, customer employees or third parties during the execution of activities carried out by NoviaFacts BV, unless this damage is the result of intentional harmful conduct, or gross negligence by NoviaFacts BV and by persons authorised by NoviaFacts BV, and unless NoviaFacts BV is insured against this type of damage.

d.     Damage caused directly or indirectly as a result of inadequate cooperation by the customer after the customer has been informed by NoviaFacts BV of the said inadequate cooperation.


6.     NoviaFacts BV does not accept any liability whatsoever regarding the use and application of models supplied by NoviaFacts BV, unless NoviaFacts BV has been intensively involved with the use and application of these models.

7.     Liability of NoviaFacts BV shall amount to a maximum of the invoice charges paid by the customer but shall in all cases be limited to the sum of EUR 4000 per event.


Article 11 Non-attributable failure to meet obligations

NoviaFacts BV cannot be held accountable for failure to meet its obligations due to exceptional circumstances such as and including storm damage and other natural disasters, impediments caused by third parties, impediments caused by traffic in general, full or partial strikes, riots, war or threat of war, full or partial mobilization, restrictive measures taken by any government, fire, defects and accidents within the company or involving third party transport, protracted illness of NoviaFacts BV consultants, the levying of taxes or other government measures, disturbances among NoviaFacts BV employees or third parties whose services NoviaFacts BV make use of, boycotts, faults in the electricity supply or communication connections or equipment belonging to NoviaFacts BV or third parties whose services NoviaFacts BV make use of and which involves a change in the actual circumstances. NoviaFacts BV shall be relieved of its obligations to supply and/or execute the assignment without the customer being entitled to compensation of any nature or any form whatsoever. NoviaFacts BV is entitled, in these or similar instances, to cancel the agreement or to suspend the agreement until such time as the exceptional circumstances have ceased to exist.


Article 12 Applicable law and disputes

1.     All disputes shall be settled before the authorised courts in NoviaFacts BV’s place of business. NoviaFacts BV has the right to settle disputes with overseas customers using the relevant authorised foreign court. This shall apply unless the customer requests, in writing and within 1 month, that the dispute be settled by the legally authorised court.

2.     Dutch law only shall apply to these terms and conditions, the agreements resulting from these, and all legal proceedings involving NoviaFacts BV.


Article 13 – Validity of tenders

Tenders shall remain valid until two weeks following the date on the tender unless otherwise stated in the tender concerned.