Terms and conditions

Article 1. General
1. These terms and conditions apply to every offer, quotation, and agreement between Younify, hereinafter referred to as: “User”, and a Client to which User has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
2. The present terms and conditions also apply to agreements with User, for the execution of which User must involve third parties.
3. These general terms and conditions are also written for the employees of User and its management.
4. The applicability of any purchasing or other conditions of the Client is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be annulled, the remaining provisions in these general terms and conditions shall remain fully applicable. User and the Client will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.
6. If there is uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If User does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that User would in any way lose the right to require strict compliance with the provisions of these conditions in other cases.
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2. Quotations and offers
1 All quotations and offers from User are without obligation, unless a period for acceptance is stated in the quotation. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates has become unavailable in the meantime.
2 User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administrative costs, unless otherwise indicated.
4 If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or the offer, User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.
5 A composite quotation does not obligate User to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
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3. Contract duration; execution periods, transfer of risk, execution and amendment of agreement; price increase
1. The agreement between User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. In the event of a period being exceeded, the Client must therefore give User written notice of default. User must be offered a reasonable period to still execute the agreement.
3. User will execute the agreement to the best of its insight and ability and in accordance with the requirements of good craftsmanship. This is based on the state of science known at that time.
4. User has the right to have certain activities performed by third parties. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
5. If activities are performed by User or third parties engaged by User in the context of the assignment at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
6. Delivery takes place ex-works of User. The Client is obliged to take delivery of the goods at the moment they are made available to them. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage, or depreciation passes to the Client at the moment the goods are available to
the Client.
7. User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
8. If the agreement is executed in phases, User may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
9. The Client shall ensure that all data, which User indicates is necessary or which the Client should reasonably understand is necessary for the execution of the agreement, is provided to User in a timely manner. If the data required for the execution of the agreement has not been provided to User in time, User has the right to suspend the execution of the agreement and / or to charge the Client for the extra costs resulting from the delay according to the then-customary rates. The execution period does not commence until after the Client has made the data
available to User. User is not liable for damage, of whatever nature, because User has acted on incorrect and / or incomplete data provided by the Client.
10. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement it, the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative respects, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. User will provide a price quote for this in advance as much as possible. Furthermore, the originally specified period of execution may be changed by an amendment to the agreement. The Client accepts the possibility
of an amendment to the agreement, including the change in price and period of execution.
11. If the agreement is amended, including a supplement, User is entitled to only execute it after
approval has been given by the person authorized within User and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time at which it will be executed. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by User and is no ground for the Client to terminate or cancel the agreement.
12. Without being in default, User may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
13. If the Client should fail
in the proper fulfillment of what they are held to towards User, the Client is liable for all damage on the part of User arising directly or indirectly therefrom.
14. If User agrees on a fixed fee or fixed price with the Client, User is nevertheless entitled at all times to increase this fee or price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase in price results from a power or obligation under law or regulations or has its cause in an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
15. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, only the Client who is entitled to an appeal under Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by a written statement, unless User
– is then still prepared to execute the agreement on the basis of what was originally agreed;
– if the price increase results from a power or an obligation resting on User under the law;
– if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement;
– or, in the case of delivery of a good, if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and interim termination of the agreement
1. User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully, or not timely fulfill the obligations under the agreement, if circumstances come to the knowledge of User after the conclusion of the agreement that give good reason to fear that the Client will not fulfill the obligations, if the Client was requested at the conclusion of the agreement to provide security for the fulfillment of their obligations under the agreement and this security is not provided or is insufficient, or if due to the delay on the part of the Client, User can no longer be required to fulfill the agreement under the originally agreed conditions.
2. Furthermore, User is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of User.
3. If the agreement is dissolved, the claims of User against the Client are immediately due and payable. If User suspends the fulfillment of the obligations, he retains his claims under the law and the agreement.
4. If User proceeds to suspension or dissolution, he is in no way held to compensation for damage and costs arising in any way therefrom.
5. If the dissolution is attributable to the Client, User is entitled to compensation for the damage, including the costs, arising directly and indirectly therefrom.
6. If the Client does not fulfill their obligations arising from the agreement and this non-fulfillment justifies dissolution, User is entitled to dissolve the agreement immediately and with direct effect without any obligation on his part to pay any compensation or indemnification, while the Client, on account of breach of contract, is indeed obliged to pay compensation or indemnification.
7. If the agreement is terminated prematurely by User, User will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work entails extra costs for User, these will be charged to
the Client. The Client is held to pay these costs within the period mentioned for that purpose, unless User indicates otherwise.
8. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, of debt restructuring or another circumstance as a result of which
the Client can no longer freely dispose of their assets, User is free to terminate the agreement immediately and with direct effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The claims of User against the Client are in that case immediately due and payable.
9. If the Client cancels a placed order in whole or in part, the work that was performed and the goods ordered or prepared for it, increased by any transport and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged in full to the Client.

Article 5 Force Majeure
1. User is not held to fulfill any obligation towards the Client if he is hindered from doing so as a result of a circumstance that is not due to fault, and is not for his account by virtue of the law, a legal act, or generally accepted practice.
2. Force majeure is understood in these general terms and conditions, in addition to what is understood in this regard in law and jurisprudence, as all external causes, foreseen or unforeseen, over which User has no influence, but as a result of which User is unable to fulfill his obligations. Strikes in the company of User or third parties are included. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after User should have fulfilled his obligation.
3. User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without obligation to compensate damage to the other party.
4. Insofar as User has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, User is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is held to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs
1. Payment must always be made within 14 days after the invoice date, in a manner to be indicated by User in the currency in which the invoice was issued, unless otherwise indicated in writing by User. User is entitled to invoice periodically. Activation of software products will take place at the moment the payment is received.
2. If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client then owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
3. User has the right to have the payments made by the Client extend first of all to reduce the costs, then to reduce the interest accrued, and finally to reduce the principal sum and the current interest. User can, without being in default, refuse an offer for payment if the Client designates a different order for the allocation of the payment. User can refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
4. The Client is never entitled to set off what they owe to User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.
5. If the Client is in default or in breach in the (timely) fulfillment of their obligations, all reasonable costs to obtain satisfaction out of court are for the account of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if User has incurred higher costs for
collection that were reasonably necessary, the actual costs incurred are eligible for compensation. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.

Article 7 Retention of title
1. Everything delivered by User in the context of the agreement remains the property of User until the Client has properly fulfilled all obligations under the agreement(s) concluded with User.
2. What has been delivered by User, which under paragraph 1 falls under
the retention of title, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber what falls under the retention of title.
3. The Client must always do everything that can reasonably be expected of them to secure the property rights of User. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform User thereof immediately. Furthermore, the Client undertakes to insure the goods delivered under retention of title and keep them insured against fire, explosion, and water damage as well as against theft and to provide the policy of this insurance to User for inspection upon first request. In the event of any insurance payout, User is entitled to these funds. Insofar as necessary, the Client undertakes towards User in advance to provide their cooperation to everything that might (appear to) be necessary or desirable in that context.
4. In the event that User wishes to exercise his property rights indicated in this article, the Client gives unconditional and irrevocable permission in advance to User and third parties to be designated by User to enter all those places where User’s property is located and to take it back.

Article 8 Guarantees, research and complaints, limitation period
1. The goods to be delivered by User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Client must verify for themselves whether the use thereof is suitable for use there and meets the conditions set for it. User may in that case set other guarantee and other conditions regarding the goods to be delivered or work to be performed.
2. The guarantee mentioned in paragraph 1 of this article applies for a period of 90 days after delivery, unless the nature of the delivered goods dictates otherwise or parties have agreed otherwise. If the guarantee provided by User concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless stated otherwise.
3. Any form of guarantee expires if a defect has arisen as a result of or stems from incompetent or improper use thereof or use after the expiration date, incorrect storage or maintenance thereof by the Client and / or by third parties when, without written permission from User, the Client or third parties have made changes to the good or have attempted to do so, other goods were attached to it that should not be attached to it, or if these were processed or treated in a manner other than prescribed. The Client is also not entitled to a guarantee if the defect has arisen through or is the result of circumstances over which User has no influence, including weather conditions (such as, for example, but not limited to, extreme rainfall or temperatures), etc.
4. The Client is held to examine the delivered goods (or have them examined) immediately at the moment the goods are made available to them or the relevant work has been performed. In doing so, the Client should examine whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed upon in this regard. Any visible defects must be reported to User in writing within seven days after delivery. Any non-visible defects must be reported to User in writing immediately, but in any case no later than within fourteen days after discovery thereof. The report must contain as detailed a description of the defect as possible, so that User is able to respond adequately. The Client must give User the opportunity to investigate a complaint (or have it investigated).
5. If the Client complains in time, this does not suspend their
payment obligation. In that case, the Client also remains held to take delivery and pay for the otherwise ordered goods and what they have commissioned User to do.
6. If a defect is reported later, then
the Client is no longer entitled to repair, replacement, or compensation.
7. If it is established that a good is defective and a complaint has been made in time, User will, within a reasonable period after return receipt thereof or, if return is reasonably not possible, written notification regarding the defect by the Client, at
the choice of User, replace the defective good or ensure repair thereof or pay replacement compensation
therefor to the Client. In the event of replacement, the Client is held to return the replaced good to User and to provide ownership thereof to User, unless User indicates otherwise.
8. If it is established that a complaint is unfounded, the costs arising therefrom, including the research costs incurred on the part of User, will be fully for the account of the Client.
9. After the guarantee period has expired, all costs for
repair or replacement, including administration, shipping, and call-out costs, will be charged to the Client.
10. In deviation from the statutory limitation periods, the limitation period for all claims and defenses against User and the third parties involved by User in the execution of an agreement is one year.

Article 9 Liability
1. If User should be liable, this liability is limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused by User acting on incorrect and / or incomplete data provided by or on behalf of the Client.
3. If User should be liable for any damage, the liability of User is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
4. The liability of User is in any case always limited to the amount of the payout from his insurer in the occurring case.
5. User is exclusively liable for direct damage.
6. Direct damage is exclusively understood as the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these conditions, any reasonable costs incurred to have the defective performance of User conform to the agreement, insofar as these can be attributed to User, and reasonable costs incurred to prevent or limit
damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User or his managerial subordinates.
8. User is not liable for damage as a result of non-delivery of services and products by his suppliers.

Article 10 Indemnification
1. The Client indemnifies User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than User. If User should be addressed by third parties for that reason, the Client is held to assist User both out of court and in court and to immediately do everything that may be expected of them in that case. Should the Client fail to take adequate measures, User is entitled, without notice of default, to proceed to do so himself. All costs and damage on the part of User and third parties arising therefrom are fully for the account and risk of the Client.
Article 11 Intellectual property
1. User reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual property laws and regulations. User has the right to use the knowledge increased on his part by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties.
Article 12 Applicable law and disputes
1. Dutch law is exclusively applicable to all legal relationships to which User is a party, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship has their place of residence
there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the place of establishment of User has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise imperatively. Nevertheless, User has the right to submit the dispute to the court competent according to the law.
3. Parties will only appeal to the court after
they have made every effort to settle a dispute
in mutual consultation.

Article 13 Location and amendment of conditions
1. The most recently version, or the version that was in force at the time the legal relationship with the User was established, shall always apply.

2. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.