2. Offers

2.1 All offers of Hortizon B.V. are subject to confirmation, if the offer as such doesn’t mention another option. Any contract and agreement shall become valid only by written confirmation of Hortizon B.V..

2.2 The principal shall not, neither in total nor in parts or in a reprocessed version, publish any offer provided by Hortizon B.V. to whomsoever without written consent of Hortizon B.V..

 

3. Specification and amount of services

3.1 All services provided by Hortizon B.V. are only supporting principal’s actions, schedules and the like. The principal takes over the sole responsibility for any of such support actions.

3.2 The amount of services is binding for Hortizon B.V. only, if the amount has been fixed prior to action between the principal and Hortizon B.V..

3.3 Hortizon B.V. shall fulfill any service according to the conditions of the contract and by usage of state of the art technology.

4. Cooperation duties of the principal

4.1 The principal ensures that all assistance work of the principal or his staff or his delegates shall be delivered in time, to the necessary extent and free of any charge for Hortizon B.V.. The cooperation duties of the principal are essential duties of the principal.

4.2 If the principal may supply any data carriers to POBV, these carriers must be of legal content and in technically immaculate. If there are any faults the principal shall reimburse POBV for all damages resulting of the usage of damaged data carriers and exempts POBV of any liability regarding claims of third parties.

4.3 POBV shall produce copies of all documents and data carriers provided by the principal, to which the principal may revert to. After complete fulfillment of the contract POBV has the right to destroy all materials provided by the principal. If the principal wishes back the materials after fulfillment of the contract POBV shall send all materials back.

4.4 More duties and obligations of the principal are fixed in the following terms and in the contract.

4.5 If the principal shall not fulfill any necessary assistance or shall not do it in time or in the agreed form, the principal shall take over any resulting responsibilities, for example on any time delays and additional costs.

5. Special duties of the principal

5.1 The principal is commited to report any change or extension of the purpose of his company immediately to POBV.

5.2 The principal shall use the rooms, interiors or the technical equipment provided to him by POBV carefully and according to the conditions fixed in the respective rental or lease contract with POBV.

5.3 POBV is neither responsible nor liable for the mode or content of the services provided by POBV in the name and order of the principal. If POBV may be sued according to civil or criminal law or by public authorities, the principal shall be fully liable and shall pay full compensation regarding any damage to POBV or its staff or cooperation partners.

5.4 It is not permitted to use the office rooms and the phone, fax or data lines of POBV for transfer or distribution of obscene or illegal materials or publications. It is not permitted to use the office rooms and the phone, fax or data lines of POBV for any illegal, fraudulent or obscene purpose.

5.5 It is not permitted to send or deliver perishable, spoiled, dangerous or bulky materials or goods to the office address of POBV. POBV has no duty to accept or to transfer any of such goods or materials.

5.6 POBV is under no circumstances liable against third parties regarding the content of letters, faxes, phone calls, other communication or actions executed in the name of the principal or to be executed, transferred or undertaken in the name of the principal. POBV shall be exepted from any liability by the principal.

5.7 The principal is commited to stop the usage of business address and the like immediately after termination of the contract. The principal has to disguise or to destroy notes pointing on the business address in business papers and advertising materials. Entries in commercial, phone or fax registers shall be changed or removed.

5.8 On demand of POBV the principal shall provide any news, instructions and the like in written form. In case the principal may terminate the contract he shall have the obligation to inform those business partners who may otherwise continue straining POBV after termination of the contract for whatsoever reason. If the principal may omit this duty he has the oblgation to reimburse POBV by paying the contractual fee until the straining by business partners will stop.

6. Terms, dates, time limits

6.1 The dates and time limit mentioned in contracts are only binding in case the principal and POBV have declared them as binding in written form. In all other cases dates and time limits are not binding.

6.2 If POBV fails to comply with a time limit based on reasons POBV is not responsible for, the time limit shall be extended.

6.3 If POBV fails to comply with a time limit for more than two (2) weeks, the principal may ask for a reimbursement of 0,7% of the value of the service for any full week of delay, limited to a maximum of 7% of the value of the service. With this amount all claims for compensation shall be satisfied. In case of time limit violation POBV shall not take over any further liability.

7. Payment and maturity

7.1 The terms of payment are fixed in any contract. VAT (value added tax) shall be added to the prices, if applicable.

7.2 If the parties agree to fix prices based on time consumption the work reports of POBV shall be the compensation basis. The prices shall be fixed with an accuracy of 0.5 hours. Invoices shall be created immediately after completion of the respective service.

7.3 Additionally POBV shall bill extra expenses like stamps or phone calls on a monthly consumtion basis. POBV may in certain cases like call routing into foreign countries and the like decide to ask for an acceptable amount of down payments. There shall be no interest payments on down payments. POBV shall have a denial of service right until reception of the respective down payment.

7.4 If the principal shall ask POBV to work outside business hours the following extra charges per work hour shall be billed: 50% on workdays from 8 p. m. to 6 a. m., 75% for work on Saturdays, 100% for work on Sundays and holidays.

7.5 If the amount of work – based on incomplete or untrue information of the principal - shall pile up considerably over estimations fixed by POBV with contract closure, POBV shall be entitled even in case of a fixed price or a price limit to increase the contractual fee by an acceptable amount.

7.6 Invoices are payable immediately without any deduction, if there is no other contractual regulation. POBV shall be entitled to charge a late payment fee of 50 €, if the payment shall not be credited to any account of POBV until the end of the fourth (4.) workday after maturity date. Further claims for damages are not excluded.

7.7 If POBV shall need law enforcement to cash in any bill, the principal shall pay in addition to all law enforcement costs interest on the amount billed at a rate of 7% over the actual interest rate of the Central Bank of The Netherlands.

7.8 If the principal shall not fulfill his payment duties for more than two (2) months POBV is entitled to cancel any contract immediately after a last deadline of one (1) week. In this case the principal shall have the duty to compensate POBV by paying an amount including all contractual fees or rentals until the regular end of the contract, if he has no proof of a smaller damage. Further claims of POBV shall be kept unchanged hereof.

8. Service shortcomings

8.1 If there are shortcomings in the service of POBV and POBV is responsible for these shortcomings, then POBV is entitled to remove these lacks on its own expense. The principal shall have the duty to give written notice on detection of shortcomings immediately to POBV.

8.2 If the pricipal has set an acceptable time limit after a first notice and POBV fails to remove the shortcomings or if two (2) rework trials or replacements based on the same reason shall fail, the principal shall be entitled to immediate termination of the contract. If the principal may ask for compensation on legal basis, he may assert a claim limited to 7% on the value of the respective faulty service, in case of several faulty services the claim is limited to 7% of the contract value. Further claims based on shortcomings shall be excluded; this liability limitation shall not be valid, if an assured quality is absent, if POBV shall keep faults secret in a malicious way or with criminal intent or with gross negligence.

9. Liability on other damages

9.1 The liability of POBV on delays is finally regulated in these general business conditions under points 5 and 7.

9.2 POBV is especially not liable for

a) service interruptions based on extraordinary circumstances like war, strike, lockout and work interruptions based hereon and force majeure,
b) transmission errors based on misunderstandings among persons, who give or receive informations in terms of content or importance of such informations,
c) any delay of information transfers based on mistakes of KPN or any other phone company or any of their cooperation partners not under influence of POBV.

9.3 Compensation claims shall come under the statute of limitations according to the legal regulations, latest one (1) year after completion of a service not according to contract.

10. Period of contract

10.1 If the contract is fixed without mentioning any maturity date, the contract may be cancelled by any party with a respite of three (3) months to the end of each calender quarter.

10.2 If the contract is fixed for a limited period of time any party shall be entitled to terminate the contract with a respite of three (3) months to the regular end of the contract. If no party shall use their respective termination rights, the contract shall be extended tacidly by twelve (12) months.

10.3 In case of a termination the principal shall have the duty to pay for all services rendered according to contract immediately.

10.4 POBV shall accept terminations only in written form and by registered mail. Terminations by fax, email or another kind of electronic transmission shall not be accepted.

11. Confidentiality

11.1 Both principal and POBV have the duty to keep secret any documents and informations marked or named as confidential or such documents and informations apparently not dedicated to third parties. Both principal and POBV shall impose such duties also to their repective staff and any eventually involved external persons like chartered accountants.

11.2 The staff of POBV are covenanted to keep all data secret.

 

12. Compensation

The principal shall only be entitled to charge undisputed and legally valid demands against receivables of POBV.

 

13. Transfer of rights and duties

The principal shall transfer any contractual rights or duties only with written consent of POBV to any third party.

14. Amendments and supplements

Amendments of and supplements to any contract shall only be fixed and approved in written form.

 

15. Applicable law, court of jurisdiction

15.1 All contracts shall underlie the law of The Netherlands.

15.2 Court of jurisdiction for all factionalisms from any contract or in conjunction with any contract shall be the location of POBV.

 

16. Reinstatement clause

If one or more provisions of any contract are totally ot partially legally ineffective, the validity of all other provisions shall be kept untouched. Ineffective provisions shall retroactively be replaced by a provision of similar content and according to the intention of the deliberate provision.