General Terms and Conditions for Massui

1. DEFINITIONS
The definitions below have the following meanings in the context of these general terms and conditions:
Documents: All information or data provided to Massui by the client, whether contained on tangible or intangible carriers and whether housed with third parties, as well as all data produced or collected by Massui in the context of the execution of the assignment/agreement, whether contained on tangible or intangible carriers and whether housed with third parties, and all other information of any relevance for the execution or completion of the assignment, whether contained on tangible or intangible carriers.
Employee: A natural person working at or associated with Massui, whether based on an employment contract or not.
Assignment / Agreement: The contract of assignment where Massui commits to the client to perform certain tasks.
Client: The natural person or legal entity that has given Massui the assignment to perform tasks.
Tasks: All tasks to be performed by Massui for the client to which an assignment has been given and accepted by Massui, as well as all resulting tasks for Massui.

2. APPLICABILITY
These general terms and conditions apply to: all offers, quotations, assignments, legal relationships, and agreements, by any name, in which Massui commits/will commit to perform tasks for the client, as well as all resulting tasks for Massui.
Deviations from and additions to these general terms and conditions are only valid if they have been explicitly and in writing agreed upon, for example, in a (written) agreement or assignment confirmation.
If any condition in these general terms and conditions and the assignment confirmation is contradictory, the condition in the assignment confirmation will apply with regard to the contradiction.
The applicability of the general terms and conditions of the client is explicitly rejected by Massui. By signing the assignment confirmation or accepting the offer made by Massui, the client accepts the applicability of these conditions and the exclusion of other general terms and conditions.

3. FORMATION OF ASSIGNMENT
All quotes and price estimates made by or on behalf of Massui are non-binding in terms of price, content, and delivery time, and expire after 30 days unless otherwise quoted by Massui.
An agreement is established at the moment the offer, assignment confirmation, contract, or agreement signed by the client for approval is received and accepted by Massui.
Additions to and modifications of the agreement can only be made with mutual consent.

4. CLIENT’S DATA
The client is obliged to provide all documents that Massui deems necessary for the correct execution of the granted assignment in the desired form, manner, and timely manner to Massui. Massui determines what is to be understood by desired form, manner, and timely.
The client is responsible for the accuracy, completeness, and reliability of the documents provided by them, even if these documents are from third parties, unless the nature of the assignment dictates otherwise.
Massui has the right to suspend the execution of the assignment until the client has fulfilled the obligations mentioned in the first and second paragraphs.
The client indemnifies Massui against damage resulting from incorrect or incomplete documents.
The extra costs and additional hours incurred by Massui, as well as other damages to Massui due to the client’s failure to timely or properly provide the necessary documents for the execution of the tasks, are at the expense and risk of the client.
Upon the client’s first request, Massui will return the original documents provided by the client.

5. EXECUTION OF THE ASSIGNMENT
Massui will execute the assignment to the best of their ability and in accordance with applicable laws and regulations.
Massui determines the manner in which the assignment is executed and by which employee(s).
Massui has the right to have tasks performed by a third party designated by Massui.

6. FORCE MAJEURE
If the parties are unable to fulfill the obligations of the agreement on time or properly due to force majeure as defined in Article 6:75 of the Dutch Civil Code, these obligations are suspended until the parties are again able to fulfill them in the agreed manner.
In the event the situation as referred to in the first paragraph occurs, the parties have the right to terminate the agreement in whole or in part, effective immediately in writing, without any right to any compensation.

7. FEES AND COSTS
The tasks performed by Massui are billed to the client based on the time spent and costs incurred. The payment of the fee is not dependent on the result of the tasks unless agreed otherwise. Travel time and accommodation costs are charged separately unless otherwise agreed.
In addition to the fee, the expenses incurred by Massui and the invoices of third parties engaged by Massui are charged to the client.
If, after the agreement has been concluded but before the task is fully executed, fees or prices undergo a change, Massui is entitled to adjust the agreed rate accordingly.
VAT is separately charged on all amounts due by the client to Massui if required by law.

8. PAYMENT
Payment by the client of the amounts due to Massui must be made within 30 days of the invoice date without the client having the right to any deduction, discount, or offset, unless otherwise agreed. The day of payment is the day the amount due is credited to Massui’s account.
If the client fails to pay within 2 months after the term mentioned in the first paragraph, the client is obliged to compensate all judicial and extrajudicial (collection) costs incurred by Massui.

9. TERMS
The delivery times or schedules provided by Massui are indicative and are never to be considered as absolute deadlines. Exceeding a mentioned delivery time or schedule does not put Massui in default and cannot be used as a basis for any claim against Massui by the client.

10. LIABILITY AND INDEMNITIES
Massui is not liable for any damage to the client that arises because the client has provided Massui with incorrect or incomplete documents.
Massui is not liable for any consequential damage, business damage, or indirect damage that results from Massui’s failure to perform, perform on time, or perform adequately.
The client indemnifies Massui against all claims, including those of third parties and the client themselves, unless the claim is the result of intentional unlawful conduct by Massui. In no case shall any compensation payable by Massui exceed the amount invoiced to the client in the relevant period of 3 months.
If, for any reason, the liability insurer does not make a payment, Massui’s liability is limited to the amount of the fee charged for the execution of the assignment, up to a maximum of the amount invoiced to the client over 3 months. In no case shall the total compensation for damage under this article exceed €10,000 for all attributable shortcomings in their entirety. A related series of attributable shortcomings is considered as one single shortcoming.
The client is required to take measures to limit damage. Massui has the right to undo or limit the damage by repairing or improving the performed tasks.
The client indemnifies Massui against claims from third parties for damage caused by the client not providing Massui with incorrect or incomplete documents.
The client indemnifies Massui against claims from third parties (including employees of Massui and third parties engaged by Massui) who suffer damage in connection with the execution of the assignment, which is the result of the client’s action or omission or unsafe situations in their business or organization.

11. TERMINATION
The client and Massui may at any time (intermediately) terminate the agreement with a notice period of one month. If the agreement ends before the assignment is completed, the client is obliged to pay the fee in accordance with the hours specified by Massui for tasks performed on behalf of the client.
Termination must be done in writing.
If the client initiates (intermediate) termination, Massui has the right to compensation for the resulting and demonstrable loss of occupancy on its side, as well as compensation for additional costs already incurred by Massui and costs arising from the possible cancellation of engaged third parties (including, but not limited to, costs related to subcontracting).

12. RIGHT OF SUSPENSION
Massui is authorized, after a careful consideration of interests, to suspend the fulfillment of all its obligations, including the delivery of documents or other items to the client or third parties, until the moment all due claims on the client are fully paid.
The first paragraph does not apply to documents of the client that have not (yet) been processed by Massui.

13. EXPIRATION PERIOD
Unless otherwise specified in these general terms and conditions, the rights to claim and other powers of the client of any kind against Massui related to the performance of tasks by Massui shall expire at least one year after the moment the client became aware or reasonably could have become aware of the existence of these rights and powers.

14. OTHER PROVISIONS
If Massui performs tasks at the client’s location, the client is responsible for providing a suitable workplace that complies with legally established ARBO (Occupational Health and Safety) standards and other applicable regulations regarding working conditions. The client must ensure that Massui is provided with office space and other facilities that, in Massui’s opinion, are necessary or useful for the execution of the agreement and meet all (legal) requirements. Concerning the provided (computer) facilities, the client is obliged to ensure continuity, including through adequate backup, safety, and virus control procedures.

15. APPLICABLE LAW AND FORUM SELECTION
The agreement is governed by Dutch law.
All disputes will be settled by the competent court in the district where Massui is located, namely the Court of Oost-Brabant.

16. REPAIR CLAUSE FOR NULLITIES
If any provision of these general terms and conditions or the underlying assignment/agreement is wholly or partially void and/or invalid and/or unenforceable, whether due to any legal regulation, judicial decision, or otherwise, this will have no effect on the validity of all other provisions of these general terms and conditions or the underlying assignment/agreement.
If a provision of these general terms and conditions or the underlying assignment/agreement is not valid for a reason as mentioned in the previous paragraph, but would be valid if it had a more limited scope or extent, then this provision will – for the time being – automatically apply with the most far-reaching or extensive limited scope or extent in which it is valid.
Notwithstanding the provision in paragraph 2, the parties may, if desired, enter into discussions to agree upon new provisions to replace the void or annulled provisions. In doing so, they will align as closely as possible with the purpose and intent of the void or annulled provisions.