1.1 These general terms and conditions apply to all offers, activities, quotations and orders placed by MYOBI Ltd. (hereinafter: MYOBI) are released or. executed. The persons authorized by MYOBI to accept assignments on behalf of MYOBI are hereinafter also referred to as “partner”.
1.2 Deviations and additions to these general terms and conditions are only valid if they have been agreed in writing.
1.3 The applicability of purchase conditions or (other) general terms and conditions of the client, party affiliated with MYOBI, offering or accepting party is explicitly rejected.
1.4 Not only MYOBI but also its partners can invoke these general terms and conditions. The same applies to successors under universal title of associated persons, formerly associated persons, and the legal successors under universal title of formerly associated persons.
2.1 All offers and other expressions of MYOBI are without obligation, unless indicated otherwise by MYOBI.
2.2 MYOBI offers are based on the information provided by the client. The client guarantees the correctness and completeness of the information provided by or on behalf of him to MYOBI on which MYOBI bases its offer. The client further guarantees that he has provided all essential information for the services provided by MYOBI to the best of his knowledge. MYOBI will perform the services to be provided to the best of its knowledge and ability. This obligation has the character of a best efforts obligation.
3 Involving third parties in the provision of services
3.1 The ‘WBO arrangement’ consists of various components, including legal counseling and the provision of Privacy Seals. MYOBI will have these parts of the WBO arrangement performed by Duthler Associates. For those parts, the general terms and conditions of MYOBI do not apply, but the general terms and conditions of Duthler Associates apply.
3.2 The involvement or engagement of third parties for other purposes in the performance of the services by the client or MYOBI only takes place after mutual consultation.
4 Price and payment
4.1 All prices are exclusive of turnover tax (VAT) and other levies that have been or will be imposed by the government. Unless otherwise agreed, all prices are always in euros and the client must make all payments in euros.
4.2 If there is a periodic payment obligation of the client, MYOBI is entitled to adjust the applicable prices and rates in writing within a period of at least three months.
4.3 Amounts due are paid by the client in accordance with the agreed payment conditions or stated on the invoice. In the absence of a specific arrangement, the client will pay within a term to be determined by MYOBI after the invoice date. The Client is not entitled to suspend any payment or to set off amounts owed.
4.4 If the client does not pay the amounts due or does not pay on time, the client will owe statutory commercial interest on the outstanding amount without any reminder or notice of default being required. If the client fails to pay the claim after a reminder or notice of default, MYOBI can hand over the claim, in which case the client is also obliged to pay all judicial and extrajudicial costs, including all costs charged by external parties, in addition to the total amount owed. experts.
5 Intellectual property rights
5.1 All intellectual property rights to the software, websites, electronic files, data files, privacy seals, reference work, documentation, reports, agreements and forms made available to the client, as well as preparatory material thereof, rest exclusively with MYOBI or TTP Associates. Client only obtains the rights of use that are granted by these general terms and conditions and by law. A right of use accruing to the client is non-exclusive, non-transferable to third parties and non-sublicensable.
5.2 The client is not permitted to make any designation regarding the confidential nature or regarding copyrights, brands, trade names or any other intellectual property right from the software, websites, electronic files, data files, privacy seals, reference work, documentation, reports, agreements and forms. delete or change.
5.3 MYOBI is permitted to apply technical provisions to protect the software, websites, electronic files, data files, privacy seals, reference work, documentation, reports, agreements and forms in connection with an agreed limitation in the content or the duration of the right to use of these objects. The client is never permitted to remove or have such a technical provision removed or circumvented.
6.1 Parties are obliged to observe strict confidentiality with regard to all confidential information with which they come into contact. Confidential information is in any case considered to be all materials (including methods, hardware / software), documents, ideas, data, products subject to intellectual property rights or other information. Information will in any case be regarded as confidential if it is designated as such by one of the parties.
7.1 If an event occurs during the performance of an assignment that leads to MYOBI’s liability, then that liability is limited to the amount that is paid out under the professional liability insurance taken out by MYOBI in that case. An event is also understood to mean an omission.
7.2 If MYOBI is liable for damage to persons or property, then that liability is limited to the amount that is paid out under MYOBI’s corporate liability insurance (AVB) in that case, plus the applicable deductible.
7.3 A condition for the existence of any right to compensation is always that the client reports the damage to MYOBI in writing immediately after it has arisen.
7.4 Any claim for compensation will lapse one (1) year after the start of the day following the day on which the client became aware of the damage and MYOBI as the person liable for it.
7.5 If MYOBI engages a person (third party) not affiliated with it for the performance of an assignment, then MYOBI is not liable to the client for errors made by the affiliated person.
7.6 If MYOBI is held liable by third parties in connection with the provision of services, the client indemnifies MYOBI for and against all liability claims, costs, including the costs of defense and damages.
7.7 The liability limitations and reimbursement rights included in these general terms and conditions also apply to every person associated with MYOBI, persons associated in the past and legal successors under the general and special title of the associated persons. The connected persons can invoke these general terms and conditions.
8 Formation, duration and termination
8.1 Client joins MYOBI by means of a connection agreement.
8.2 This connection agreement is entered into for a period of three years. After that, the connection agreement will be tacitly renewed each time unless it is terminated on the basis of the provisions of the connection agreement, the TTP policy or Article 8.3.
8.3 The connection agreement can be terminated by the client by written notice at the end of a current period. For such termination, the client will observe a notice period of at least two months.
9 Applicable law
9.1 Dutch law applies to these general terms and conditions and the legal relationship between MYOBI and its clients.
9.2 Any disputes between MYOBI and the client will be submitted for arbitration on the basis of the arbitration rules to the Stichting Geschillen solution Automatisering in The Hague, unless the client or MYOBI indicates in writing within one month after MYOBI or the client has invoked this clause that they opt for settlement by the competent Dutch court.
MYOBI Ltd. is located in The Hague and registered in the trade register under no. 27173205.
There is a Dutch and an English version of these general terms and conditions. In the event of any discrepancy between the Dutch version and the English version, the Dutch version will prevail.