General Terms and Conditions

General Terms and Conditions Debitan in Hoorn

Article 1: General

1.1 The customer acknowledges the applicability of these General Terms and Conditions by the mere fact of giving an order to Debitan, of any kind whatsoever unless these conditions have been expressly rejected in writing by the customer. A mere reference by the customer to their own terms and conditions or a standard clause on the letterhead or in the customer’s own terms and conditions stating the exclusive applicability of these own terms and conditions is not sufficient.

1.2 If deviations have been agreed with regard to certain subjects regulated by these conditions, these General Terms and Conditions remain in force for the rest of that agreement. Agreed deviations are never valid for more than one order, unless confirmed in writing each time.

1.3 These conditions apply to all agreements to be concluded by Debitan with its customers and the resulting obligations, to the exclusion of any other conditions that may be declared applicable by customers.

1.4 The term “customer” refers to anyone who wishes to or has instructed Debitan to provide any kind of order, in any way whatsoever, for Debitan’s software products or wishes to use or uses third-party software to be provided by Debitan, wishes to use or uses their software-related services, or wishes to conclude or concludes any other type of agreement with them.

1.5 Conditions, provisions, etc. agreed with agents, representatives, or other intermediaries that deviate from these conditions only bind Debitan if they have been expressly confirmed in writing by them.

Article 2: Quotations

2.1 All offers are non-binding unless expressly agreed otherwise. Debitan is only bound after confirming the order in writing or by email.

2.2 If an order is quoted on a time and materials basis, the quoted prices are only indicative. The actual hours worked by Debitan or its subcontractors and the actual costs incurred by Debitan will be invoiced.

2.3 With composite price quotations, there is no obligation to deliver a part for a proportionate part of the total price stated.

2.4 All prices quoted by Debitan are exclusive of VAT, packaging, courier and shipping costs, parking fees, etc., and/or any other taxes, charges, or duties imposed on the software and/or services as such, including unforeseen external costs, unless expressly indicated otherwise in the order confirmation.

2.5 The prices in the quotations apply exclusively to the indicated quantities.

2.6 If only a part of the order to be executed is provided with data, information carriers

etc., Debitan is not bound by the price stated for the entire order if it turns out that the part of the order for which no data has been provided requires proportionally more work than the part for which data has been provided.

2.7 If an order is not placed, Debitan reserves the right to charge the costs of design, analysis, and calculation incurred or a portion thereof, only if an in-depth study of the project can be demonstrated and then calculated in consultation with the customer based on usage and fairness.

2.8 Changes to quoted prices, without prior notice and even after sending the order confirmation, are expressly reserved; thus, Debitan365.nl shall be entitled to pass on to the customer any cost increases incurred since the conclusion of the agreement and before the entire delivery has taken place, including increases in purchase prices, wages, social employer’s contributions, and/or other employment conditions, as well as increases in other rates, charges, levies, and taxes, as well as any change in exchange rates, which increase the costs for Debitan.

2.9 The images, descriptions, etc. attached, shown, or communicated with the quotations are for. Changes that cause the actual implementation to deviate slightly from intended models, images, or descriptions, but do not result in any substantial changes in the technical and aesthetic execution, do not obligate Debitan to provide any compensation and do not give the customer the right to refuse receipt or payment.

2.10 Offers and deliveries of non-standard software and custom work are based on data provided by the customer and solely relate to applications and specifications mentioned in writing by Debitan. Discussions regarding the operation and content of such software will be documented in writing and signed by the customer for agreement. In the absence of such documentation, the development of these non-standard software and custom work is undertaken at the customer’s own risk. Changes to already approved reports will be charged separately based on actual costs.

2.11 Development of non-standard software and custom work should be seen as an effort agreement rather than a result agreement. All development costs that arise due to changes in the customer’s specifications during development or that may arise during the implementation of the developed software will be charged to the customer.

Article 3: Duration and Termination

3.1 For all non-written orders, the customer may indicate in writing within seven days that they wish to cancel the order.

3.2 Any changes requested by the customer in the execution of the order after it has been given must be communicated to Debitan in a timely manner and in writing by the customer. If changes are provided orally, by email, or by phone, the risk of implementing the changes lies with the customer unless these changes are confirmed in writing by Debitan.

3.3 If the customer cancels the given order in whole or in part, they are obligated to pay the full compensation for the agreed service or delivery.

3.4 Agreed services can be rescheduled free of charge up to ten days before the start of the work; if rescheduled between ten and five days before the start of the work, 25% of the work costs will be charged; if rescheduled within five days before the start of the work, 50% of the work costs will be charged. Agreed work must be completed within one year of the agreement; failure to do so will result in the forfeiture of the right to execute the work, while the full agreed compensation remains payable.

3.5 Any changes of any kind made to the original order, whether in writing or orally, by or on behalf of the customer, that result in higher costs than originally estimated in the quotation and/or order confirmation will be charged to the customer.

3.6 Changes and/or cancellations of placed orders or given assignments are only binding on Debitan after written acceptance.

3.7 Debitan reserves the right to perform additional work beyond what is stated in the written order or order confirmation and charge the customer for such work if it is in the customer’s interest and/or necessary for the proper execution of the order. The customer will be notified as soon as possible of the execution of such additional work.

3.8 Orders that require regularly repeated work, whether slightly different or not, will be considered to be given for an indefinite period unless explicitly agreed otherwise.

3.9 Upon termination of an order for an indefinite period, each party must observe a notice period of at least three months. An agreement entered into for a specified period will be automatically extended for an equal period unless the customer notifies in writing their intention to terminate the agreement no later than three months before the end of the contract period.

Article 4: Prices

Prices communicated by Debitan in the context of quotations are always non-binding, unless expressly stated otherwise. The final prices stated in quotations have a validity period of only 15 days. All prices are exclusive of VAT. Debitan reserves the right to change the rates. The customer will be notified of any changes through the Debitan website.

Article 5: Delivery, Payment, and Protest Deadlines

5.1 The delivery times specified by Debitan are indicative and not binding, unless expressly agreed otherwise. Delay in delivery cannot under any circumstances entitle the customer to cancel an order or claim damages.

Any complaints regarding the delivery, of any nature whatsoever, must be communicated to Debitan by the customer within 8 working days from the delivery of the goods or the start date of the provision of services, by registered letter. Any complaints regarding the delivery or performance cannot be used as a pretext to suspend or delay payment of invoices.

5.2 Defects that could not reasonably have been detected within the period mentioned in the previous article must be reported to Debitan immediately upon discovery, while use should be limited as much as possible.

5.3 Defects in part of the delivered goods do not entitle the rejection of the entire delivered performance.

5.4 The customer shall cooperate with Debitan in any investigation of the complaint, including providing data and/or allowing Debitan to conduct or have an examination carried out on the quality and/or quantity of the delivered performance on-site. Debitan is always entitled to demonstrate that the software it has delivered functions properly by conducting a test run on or with the use of its own or designated equipment and/or software.

5.5 If Debitan considers a defect in the delivered performance proven, it will have the choice to either repair the non-compliant performance free of charge or to grant the customer a discount on the agreed invoice amount, to be determined in mutual consultation.

5.6 The lack of written protest of an invoice within 8 working days from its dispatch implies the irrevocable acceptance of the invoice and the amounts, products, and services mentioned therein. The due date of an invoice is 14 days from the invoice date. If the customer has not made payment within 14 days from the invoice date, the customer will be in default without further notice, and a contractual interest equal to 1% will also be due on the outstanding amount from the due date.

5.7 Invoicing for custom deliveries is based on milestones. The following scale is applied:

• At the start of the project: 30%
• At the first delivery of a working version: 30%
• At the delivery of the final test: 30%
• At the final delivery: 10%

5.8 After the due date, the customer is also liable for extrajudicial as well as judicial costs. If the customer is a legal entity or a natural person acting in the course of a profession or business, extrajudicial costs of 15% of the principal amount due will be claimed, with a minimum of €75.00 (excluding VAT).

5.9 If the customer is a consumer, extrajudicial costs will be charged in accordance with “The Decree on Compensation for Extrajudicial Collection Costs” as mentioned in Article 6:96 of the Dutch Civil Code.

The extrajudicial costs are as follows:

• Minimum fee: €40.00
• 15% on the first €2,500.00
• 10% on the next €2,500.00
• 5% on the next €5,000.00
• 1% on the next €190,000.00
• 0.5% on the excess of the principal sum, with a maximum of €6,775.00.

5.10 Disruptions in the company due to force majeure, including but not limited to: war, mobilization, riots, flooding, closed aviation, disrupted shipping, and other transportation disruptions, disruptions, limitations, or cessation of supplies by public utility companies or other energy or data communication companies, the occurrence of previously unknown viruses, lack of fuel, fire, machinery breakdown, and other accidents, strikes, lockouts, actions by employee organizations that make production impossible, government measures, non-delivery of necessary software to Debitan by third parties, and other unforeseen circumstances, including in the country of origin of the software, which disrupt normal business operations and delay or reasonably make the execution of an order impossible, release Debitan from meeting the agreed-upon deadline or performance obligation, without the customer being entitled to any rights or compensation for costs, damages, or interests thereof.

5.11 In case of force majeure, Debitan will immediately notify the customer, in which case the customer has the right to cancel the order in writing within eight days after receiving the notification, with the obligation for Debitan to reimburse the already completed part of the order. Debitan also has the right to invoke force majeure if the circumstance that constitutes force majeure occurs after its performance should have been delivered.

Article 6: Delivery of software

6.1 The delivery of products/services only entitles the non-exclusive use of the respective programs for the agreed number of users at the agreed locations.

6.2 By placing an order, the customer acknowledges that they have been adequately informed by Debitan about the capabilities of the delivered software.

The terms of use of standard software that is not developed by Debitan but is licensed to the customer as part of the agreement shall be complied with by the customer. The customer acknowledges that the software is only to be used for their own internal business processes. No third-party use is allowed for the customer’s business processes. Any violation of these conditions cannot in any way lead to liability on the part of Debitan.

6.3 Debitan undertakes to carry out the assigned tasks to the best of its knowledge and ability, but it is not liable for the failure to achieve the intended goal as desired by the customer.

6.4 If, during the execution of a task accepted by Debitan, it appears that the task cannot be performed due to unforeseen circumstances or force majeure unknown to Debitan, Debitan has the right to demand that the task be modified in such a way that its execution becomes possible. Any additional or reduced costs incurred as a result of such a modification shall be settled between the parties, and the customer is obligated to reimburse Debitan for any work already performed but proven to be futile.

6.5 No agreement with Debitan implies a transfer of any intellectual property rights with regard to any software unless explicitly agreed otherwise. Debitan or its licensor, as the case may be, remains the full and exclusive owner of the software.

Article 7: Unauthorized use

The customer may not use the offered services or facilities in any way that infringes, causes damage, or causes nuisance to Debitan or third parties. The customer’s activities should not give rise to such actions either. The customer waives their right to claim any compensation from Debitan.

Article 8: Liability

8.1 In the case of data provided by the customer, Debitan, unless proven otherwise by the customer in terms of debt or intent on the part of Debitan, shall not be liable for incomplete data provided, nor for the quality of such data.

8.2 Debitan accepts no responsibility for defects caused by the customer or third parties, or by external factors affecting the delivered product.

8.3 In no event shall Debitan be liable for indirect damages such as commercial or financial losses, loss of data, loss of reputation, loss of profits or revenue, loss of customers, or losses resulting from legal actions taken by third parties against the customer. Debitan cannot be held liable in any way for any disruption of internet connection due to technical or other malfunctions, both within and outside the Debitan network.

The customer is solely responsible for the proper use of the product, service, or software, taking into account the specifications, documentation, and instructions provided by Debitan.

 

8.4 Software, non-standard software, and customized solutions are provided “as is”; Debitan is not liable for damages arising from improper use or functioning of the software.

8.5 The presence of errors (bugs) in third-party standard software that do not significantly impair the functionality of the software does not entitle the customer to reject the software in whole or in part. Debitan’s liability does not extend beyond attempting to persuade the producer of the software in question to rectify these errors in a subsequent version of the software.

8.6 Debitan’s liability towards the customer shall be limited to the actual proven damages resulting from the obligations stipulated in the agreements concluded with Debitan, excluding any other implicit or unwritten obligations. Debitan’s liability under or in connection with an agreement with Debitan shall, for each claim or series of claims arising from the same incident or cause, in any case not exceed the total amount invoiced to and paid by the customer for the purchase price or recurring costs of the service over a period of three (3) months preceding the incident, relating to the specific project related to the claim.

Article 9: Privacy and Data Processing

9.1 The client, as the data controller under the laws and regulations governing the processing of personal data, is responsible for compliance with these laws and regulations. The client bears the responsibility for the personal data processed in the context of the services provided.

Debitan acts as a “data processor” within the Agreement, and the Parties have set out the arrangements regarding the processing of personal data in the Data Processing Agreement of Debitan. The client warrants to Debitan that the content, use, and/or processing of personal data are not unlawful and do not infringe upon any rights of third parties, and that these personal data are lawfully collected and shared, and the client indemnifies Debitan against any claims from third parties arising from the processing of this personal data, unless the client proves that the facts underlying the claim are attributable to Debitan.

If we process your personal data, you have the right to request access to your personal data and/or correct it. You can send a request for access or correction to us by mail. For questions or comments about our privacy policy, you can contact Debitan.

Article 10: Miscellaneous

10.1 The rights and obligations arising from the agreements concluded with Debitan for the customer cannot be partially or entirely transferred to third parties without the prior written consent of Debitan.

10.2 If any provision of an agreement concluded with Debitan or the application thereof to any party or circumstance at any level becomes or is unenforceable, it shall not affect the rest of the agreement.

10.3 Changes to contact details such as addresses, phone numbers, and email addresses of the

customer must be promptly communicated to Debitan by the customer.

Article 11: Applicable Law and Exclusive Jurisdiction

11.1 Dutch law exclusively applies to all agreements and transactions of Debitan.

11.2 All disputes, regardless of their nature, shall be submitted to the jurisdiction of the competent Dutch court in Alkmaar, to the exclusion of all other arbitration, advisory, and adjudicating bodies.

Article 12: Intellectual Property Rights

12.1 All intellectual property rights related to the products and/or services, as well as the designs, software, documentation, and all other materials developed and/or used for the preparation or execution of the agreement between Debitan and the customer, or resulting from it, belong exclusively to Debitan or its suppliers. The delivery of products and/or services does not entail any transfer of intellectual property rights.

12.2 The customer only obtains a non-exclusive and non-transferable right to use the products and results of the services for the agreed purposes. The customer shall strictly adhere to the conditions set forth in the general terms and conditions or otherwise imposed on the customer.

12.3 The customer is not permitted to modify, reproduce, or duplicate the implementation of a design by Debitan, even if it concerns only a part of Debitan’s design, without the express written permission of Debitan. Debitan may attach conditions to such permission, including the payment of a financial compensation. The customer shall not remove or modify any indications of copyrights, trademarks, trade names, or other intellectual property rights of Debitan or its suppliers.

12.4 Debitan guarantees that it is authorized to grant the mentioned right of use to the customer and indemnifies the customer against any claims by third parties in this regard. This provision does not apply if and to the extent that the products and/or results of the services have been modified and/or delivered in conjunction with third-party goods, unless the customer demonstrates that the claims of third parties relate exclusively to the products and/or results of the services provided by Debitan.