Terms and Conditions

Last update: 22 December 2023

Article 1 Definitions

1.1 In these Terms and Conditions, the following terms have the following meanings:

“Offer”: the agreement and / or quote issued by the User to the Client with regard to the provision of services by the User.

“Offer Price”: the total price stated in the Offer for the activities explicitly stated in the Offer to be performed by the User, with the exception of budget for the purchase of goods and / or services from third parties.

“User”: the user of these General Terms and Conditions, being C-boost B.V.

“Client”: any natural or legal person who enters into an agreement with User or who negotiates with the User on behalf of the Client.

Article 2 Applicability

2.1 These general terms and conditions apply to all Offers, agreements and activities provided by, concluded with or performed by the User. If the User makes use of subordinate or non-subordinate third parties in its work, these third parties can these General Terms and Conditions also apply.

2.2 The general terms and conditions of the Client are not applicable.

2.3 The User is authorized to change these general terms and conditions. The amended general terms and conditions apply from the moment the amended content is announced to the client, unless another date of applicability is specified at the time of the announcement.

Article 3 Offers

3.1 Unless otherwise stated, all Offers are valid for fourteen days from the date of the Offer. All Offers are without obligation. The User is only bound by the Offer if the Offer is signed by the Client and the signed Offer received by the User in a timely fashion.

3.2 Unless stated otherwise, all prices included in the Offer exclude VAT, other taxes and costs associated with the work to be performed.

3.3 Offers are based on the information that the Client has provided to the User in advance. Inaccuracies in the information provided are at the expense of the Client. Client is obliged to provide all relevant information requested by User to User. Information that has not been requested by the User but of which the Client knows or should know that it is important for the Offer or the work to be performed, should still be provided by the Client. In that case, the User is authorized to adjust its Offer.

3.4 Article 6: 225 paragraph 2 of the Dutch Civil Code is excluded. Deviation – however minor – from the Offer in the acceptance is considered a rejection of the Offer.

Article 4 Nature of the service

4.1 The User strives for high quality in the performance of its work. However, the User is expressly bound by a best efforts obligation and not a results obligation.

4.2 If completion or delivery terms are agreed upon, those terms are designated as target and / or target times. Under no circumstances will there be absolute and strict delivery times, unless explicitly agreed to otherwise.

4.3 Assignments are deemed to have been exclusively issued to and accepted by the User, not to any employee in particular. The applicability of articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is excluded. This means that personal obligation and / or liability of employees and / or auxiliary parties of the User is excluded. It also means that assignments given to the User do not end due to the death of employees or auxiliary parties of the User. 

4.4 Unless otherwise agreed, payment of an invoice sent by User to Client constitutes acceptance of client of User’s performed work and the full offer related to the performed work.

Article 5 Duration of the agreement

5.1 Unless otherwise agreed, agreements between User and Client are entered into for an indefinite period of time.

5.2 The agreement can be terminated by both parties, provided that a notice period of at least one month is observed in the event of cancellation. Termination must take place in writing, whereby in writing is also understood to mean an electronically sent message of which the sender can demonstrate receipt of the message by the addressee.

5.3 If the agreement is entered into for a specific period of time, a possible notice period will be determined in the Offer.

5.4 In addition, only the User is authorized to cancel with immediate effect if and insofar as one of the following situations applies:

1. bankruptcy of the Client; 
2. if the client is granted a moratorium on payments; 
3. if and insofar as the Client is in default due to non-fulfillment of one or more invoices  and / or fails to fulfill other obligations towards the User, despite written notice of default.

5.5 If part of an Offer, the Client will, prior to, during and after the end of agreements, cooperate with the User and any designated third parties to check activities and results, for the purpose of obtaining and retaining subsidies, funds and other resources as part of the Offer.

Article 6 Invoices and payment

6.1 The User periodically sends invoices to the Client. Invoices have a payment term of 30 days, calculated from the date of the invoice, unless a different payment term has been agreed.

6.2 The Client must pay invoices – without discount, settling or deduction – within the payment term referred to in Article 6.1. Default occurs without any notice of default or other notice being required. If the client is in default, he owes the statutory interest under Article 6: 119a of the Dutch Civil Code.

6.3 If the Client is in default with the fulfillment of one or more of its obligations towards the User, then all costs incurred in obtaining payment in and out of court are for the account of the Client, including the actual costs of legal assistance.

6.4 The Client will make an advance payment and / or provide security for the payment of invoices at the User’s first request.

Article 7 Defects in the service

7.1 If the Client is of the opinion that there are defects in the services of the User, it will immediately inform the User thereof in writing. If defects in the service are not reported within 30 days after the client is or could have been aware of the defects, the client’s right to complain about this will lapse. Payment of the invoice will be regarded as an acknowledgment of the correctness of the activities charged by means of the invoice.

Article 8 Limitation of Liability

8.1 The liability of the User is limited to the total invoiced amount of the invoices sent by the User to the Client and the invoices paid by the Client for the work that the User has carried out in the context of the assignment in which the action that led to liability was carried out, in a period of 6 months prior to the error.

8.2 The liability of the User is in all cases limited to direct damage. Direct damage is understood to mean damage that occurs directly as a result of the harmful event, such as damage to persons and objects. Liability for indirect damage, damage due to lost turnover and / or profit, business interruption, etc. is excluded, except in those cases in which the Client demonstrates that there was intent and / or gross negligence on the part of the User.

Article 9 Force majeure

9.1 In the event of force majeure, the User will be released from its obligations towards the Client for the duration that the force majeure situation continues. In that case, the client is not entitled to compensation.

9.2 Force majeure on the part of the User is understood to mean any circumstance that occurs independently of the will of the User and / or beyond its control, as a result of which the User is prevented from fully or partially fulfilling its obligations towards the Client, and in which fulfillment on the part of the User cannot reasonably be expected. Force majeure on the part of the User includes, but is not limited to, strikes and lockouts, business disruptions due to power outages, computer failures, interruptions in the service provision by hosting and / or internet companies and / or measures taken by government agencies.

Article 10 Confidentiality

10.1 User undertakes diligent measures not to disclose information that it obtains in the context of the performance of its activities to third parties, except if and insofar as useful and relevant in the context of the performance of those activities. If the User is obliged by law to provide such information to third parties, it will – unless the law does not permit it – consult with the Client in advance about the manner in which the relevant information will be provided.

10.2 Client undertakes diligent measures not to disclose information obtained within the framework of the agreement between the Client and User, which they know or could have known is to be kept confidential, in particular if this information is identified as meant to be kept secret or not to be provided to third parties, except insofar as the law requires it to be published.

10.3 During the term of the agreement and 1 (one) year thereafter,  the User and the Client agree not to employ and / or otherwise engage employees of the other party and / or its affiliated companies within its own company and / or its affiliated companies, unless explicitly agreed to otherwise.

Article 11 Intellectual Property

11.1 All (intellectual) property rights on the goods delivered by the User to the Client (such as software, concepts, design, documentation, data, all this in concept as well as in final form) are reserved by User, unless otherwise agreed in writing. All (intellectual) property rights arising from the work performed by the User for the Client belong to the User , unless otherwise agreed in writing. All intellectual and industrial property rights that belong to the Client prior to the activities of the User remain the property of the Client.

11.2 Unless otherwise agreed in writing, the User only grants the Client the non-exclusive right (license) to use the goods delivered and the works created by the User for an indefinite period of time for the purpose described in the Offer and / or Agreement. This non-exclusive right (license) is granted on the condition that the Client complies in a timely manner and in full and continues to comply with the Client’s obligations under the agreement with the User. Without the prior written consent of the User, the Client is not entitled to use the delivered goods in any other way and / or to make the rights and / or powers granted to him available in whole or in part to third parties, nor will Client transfer and / or (sub)license the delivered goods. If the Parties agree in writing that certain (intellectual) property rights are transferred by the User to the Client, for which the User can charge the Client a surcharge, the transfer will take place under the resolutive conditions that the Client does not at the latest within the agreed payment term – extended by a reasonable term after written notice by User – has fulfilled its payment obligations towards User.

11.3 If the User makes use of logos, brands, images or other images made available to the User by the Client in the performance of its activities , the Client guarantees that the User is free to use them in the performance of its activities. Client is obliged to indemnify and compensate User at first request if User is sued by third parties in connection with alleged infringement of intellectual property rights accruing to that third party.

Article 12 Applicable law and disputes

12.1 The agreement(s) between User and Client is / are governed by Dutch law to the exclusion of Dutch international private law. Applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

12.2 All disputes that may arise between the parties will be adjudicated exclusively by the competent court in the Zeeland-West-Brabant district , without prejudice to the right of User to summon the Client to appear before the competent court according to the law or convention.

Last update: 22 December 2023

Article 1 Definitions

1.1 In these Terms and Conditions, the following terms have the following meanings:

“Offer”: the agreement and / or quote issued by the User to the Client with regard to the provision of services by the User.

“Offer Price”: the total price stated in the Offer for the activities explicitly stated in the Offer to be performed by the User, with the exception of budget for the purchase of goods and / or services from third parties.

“User”: the user of these General Terms and Conditions, being C-boost B.V.

“Client”: any natural or legal person who enters into an agreement with User or who negotiates with the User on behalf of the Client.

Article 2 Applicability

2.1 These general terms and conditions apply to all Offers, agreements and activities provided by, concluded with or performed by the User. If the User makes use of subordinate or non-subordinate third parties in its work, these third parties can these General Terms and Conditions also apply.

2.2 The general terms and conditions of the Client are not applicable.

2.3 The User is authorized to change these general terms and conditions. The amended general terms and conditions apply from the moment the amended content is announced to the client, unless another date of applicability is specified at the time of the announcement.

Article 3 Offers

3.1 Unless otherwise stated, all Offers are valid for fourteen days from the date of the Offer. All Offers are without obligation. The User is only bound by the Offer if the Offer is signed by the Client and the signed Offer received by the User in a timely fashion.

3.2 Unless stated otherwise, all prices included in the Offer exclude VAT, other taxes and costs associated with the work to be performed.

3.3 Offers are based on the information that the Client has provided to the User in advance. Inaccuracies in the information provided are at the expense of the Client. Client is obliged to provide all relevant information requested by User to User. Information that has not been requested by the User but of which the Client knows or should know that it is important for the Offer or the work to be performed, should still be provided by the Client. In that case, the User is authorized to adjust its Offer.

3.4 Article 6: 225 paragraph 2 of the Dutch Civil Code is excluded. Deviation – however minor – from the Offer in the acceptance is considered a rejection of the Offer.

Article 4 Nature of the service

4.1 The User strives for high quality in the performance of its work. However, the User is expressly bound by a best efforts obligation and not a results obligation.

4.2 If completion or delivery terms are agreed upon, those terms are designated as target and / or target times. Under no circumstances will there be absolute and strict delivery times, unless explicitly agreed to otherwise.

4.3 Assignments are deemed to have been exclusively issued to and accepted by the User, not to any employee in particular. The applicability of articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is excluded. This means that personal obligation and / or liability of employees and / or auxiliary parties of the User is excluded. It also means that assignments given to the User do not end due to the death of employees or auxiliary parties of the User. 

4.4 Unless otherwise agreed, payment of an invoice sent by User to Client constitutes acceptance of client of User’s performed work and the full offer related to the performed work.

Article 5 Duration of the agreement

5.1 Unless otherwise agreed, agreements between User and Client are entered into for an indefinite period of time.

5.2 The agreement can be terminated by both parties, provided that a notice period of at least one month is observed in the event of cancellation. Termination must take place in writing, whereby in writing is also understood to mean an electronically sent message of which the sender can demonstrate receipt of the message by the addressee.

5.3 If the agreement is entered into for a specific period of time, a possible notice period will be determined in the Offer.

5.4 In addition, only the User is authorized to cancel with immediate effect if and insofar as one of the following situations applies:

1. bankruptcy of the Client; 
2. if the client is granted a moratorium on payments; 
3. if and insofar as the Client is in default due to non-fulfillment of one or more invoices  and / or fails to fulfill other obligations towards the User, despite written notice of default.

5.5 If part of an Offer, the Client will, prior to, during and after the end of agreements, cooperate with the User and any designated third parties to check activities and results, for the purpose of obtaining and retaining subsidies, funds and other resources as part of the Offer.

Article 6 Invoices and payment

6.1 The User periodically sends invoices to the Client. Invoices have a payment term of 30 days, calculated from the date of the invoice, unless a different payment term has been agreed.

6.2 The Client must pay invoices – without discount, settling or deduction – within the payment term referred to in Article 6.1. Default occurs without any notice of default or other notice being required. If the client is in default, he owes the statutory interest under Article 6: 119a of the Dutch Civil Code.

6.3 If the Client is in default with the fulfillment of one or more of its obligations towards the User, then all costs incurred in obtaining payment in and out of court are for the account of the Client, including the actual costs of legal assistance.

6.4 The Client will make an advance payment and / or provide security for the payment of invoices at the User’s first request.

Article 7 Defects in the service

7.1 If the Client is of the opinion that there are defects in the services of the User, it will immediately inform the User thereof in writing. If defects in the service are not reported within 30 days after the client is or could have been aware of the defects, the client’s right to complain about this will lapse. Payment of the invoice will be regarded as an acknowledgment of the correctness of the activities charged by means of the invoice.

Article 8 Limitation of Liability

8.1 The liability of the User is limited to the total invoiced amount of the invoices sent by the User to the Client and the invoices paid by the Client for the work that the User has carried out in the context of the assignment in which the action that led to liability was carried out, in a period of 6 months prior to the error.

8.2 The liability of the User is in all cases limited to direct damage. Direct damage is understood to mean damage that occurs directly as a result of the harmful event, such as damage to persons and objects. Liability for indirect damage, damage due to lost turnover and / or profit, business interruption, etc. is excluded, except in those cases in which the Client demonstrates that there was intent and / or gross negligence on the part of the User.

Article 9 Force majeure

9.1 In the event of force majeure, the User will be released from its obligations towards the Client for the duration that the force majeure situation continues. In that case, the client is not entitled to compensation.

9.2 Force majeure on the part of the User is understood to mean any circumstance that occurs independently of the will of the User and / or beyond its control, as a result of which the User is prevented from fully or partially fulfilling its obligations towards the Client, and in which fulfillment on the part of the User cannot reasonably be expected. Force majeure on the part of the User includes, but is not limited to, strikes and lockouts, business disruptions due to power outages, computer failures, interruptions in the service provision by hosting and / or internet companies and / or measures taken by government agencies.

Article 10 Confidentiality

10.1 User undertakes diligent measures not to disclose information that it obtains in the context of the performance of its activities to third parties, except if and insofar as useful and relevant in the context of the performance of those activities. If the User is obliged by law to provide such information to third parties, it will – unless the law does not permit it – consult with the Client in advance about the manner in which the relevant information will be provided.

10.2 Client undertakes diligent measures not to disclose information obtained within the framework of the agreement between the Client and User, which they know or could have known is to be kept confidential, in particular if this information is identified as meant to be kept secret or not to be provided to third parties, except insofar as the law requires it to be published.

10.3 During the term of the agreement and 1 (one) year thereafter,  the User and the Client agree not to employ and / or otherwise engage employees of the other party and / or its affiliated companies within its own company and / or its affiliated companies, unless explicitly agreed to otherwise.

Article 11 Intellectual Property

11.1 All (intellectual) property rights on the goods delivered by the User to the Client (such as software, concepts, design, documentation, data, all this in concept as well as in final form) are reserved by User, unless otherwise agreed in writing. All (intellectual) property rights arising from the work performed by the User for the Client belong to the Client , unless otherwise agreed in writing. All intellectual and industrial property rights that belong to the Client prior to the activities of the User remain the property of the Client.

11.2 If the User makes use of logos, brands, images or other images made available to the User by the Client in the performance of its activities , the Client guarantees that the User is free to use them in the performance of its activities. Client is obliged to indemnify and compensate User at first request if User is sued by third parties in connection with alleged infringement of intellectual property rights accruing to that third party.

Article 12 Applicable law and disputes

12.1 The agreement(s) between User and Client is / are governed by Dutch law to the exclusion of Dutch international private law. Applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

12.2 All disputes that may arise between the parties will be adjudicated exclusively by the competent court in the Zeeland-West-Brabant district , without prejudice to the right of User to summon the Client to appear before the competent court according to the law or convention.