Terms and Conditions

Article 1: Definitions

1.1. The client shall be understood to mean the natural or legal person who has commissioned the supply or service. If the trade name used by the client refers to multiple legal persons or businesses, they shall be jointly and severally liable for the fulfilment of all obligations arising from the agreement concluded with the contractor and the General Terms and Conditions.

1.2. The term ‘Contractor’ refers to the private limited company PuurData B.V., with its registered office in Arnhem and registered in the Commercial Register of the Chamber of Commerce under number 59175796.

1.3. A quotation shall mean the work or supplies, specified to a greater or lesser degree, and the estimate of the costs associated with that work or those supplies.

1.4. "Assignment" means the agreement between the client and the contractor. The client is not permitted to allow third parties to make use of the services or deliveries provided by the contractor, unless this has been agreed in writing.

1.5. "Order confirmation" means the client's oral or written acceptance of the quote offered by the contractor. 

Article 2: Application and scope

2.1. These General Terms and Conditions, version April 2021, apply to all quotes, work, (oral) assignments and supplementary subsequent assignments given to the contractor, as well as to the legal relationships arising from or related to them, inasmuch as these General Terms and Conditions have not been expressly and in writing deviated from by the parties.

2.2. The provisions in these General Terms and Conditions are not only made for the benefit of the contractor, but also (to the extent necessary) for the benefit of the director(s) of the contractor and all persons who work or will work for the contractor, respectively all persons or organisations engaged by the contractor in the execution of any assignment, respectively all persons for whose acts or omissions the contractor could be held liable.

2.3. The applicability of other general or specific (procurement) terms and conditions, whether or not used by the client, is expressly rejected, unless the applicability of these terms and conditions has been accepted in writing in advance by the contractor.

2.4. If the contractor does not insist on strict compliance with these General Terms and Conditions at all times, it does not mean that the provisions thereof are not (or no longer) applicable, or that the contractor would in any way lose the right to demand strict compliance with the provisions of these General Terms and Conditions in other cases.

2.5. In case of contradiction between the text of these General Terms and Conditions and accompanying annexes or other applicable delivery and/or financial general terms and conditions, including the ICT office (modules) conditions 2014 in the Netherlands (including updated versions of the ICT office (modules) conditions) or NLdigital conditions, the text of these General Terms and Conditions shall prevail, unless otherwise specified in these General Terms and Conditions.

2.6. In all cases where the relationship between the client and the contractor ends, these General Terms and Conditions shall continue to govern the legal relationship between the parties, insofar as this is necessary for the (financial) settlement of the relationship.

Article 3: Formation of the agreement

3.1. Upon request, the contractor shall submit a quote to the client for approval before commencing the work. If unavoidable deviations from the quote arise during the execution of the contract, the contractor shall inform the client at the earliest possible stage.

3.2. A verbal offer from the contractor shall lapse if it is not accepted immediately. If it is accepted immediately, the agreement shall be established. In the case of a verbal commission, the acknowledgement by the client of the commencement of the work by the contractor, without the client having objected to it in writing without delay, shall serve as proof of the commission.

3.3. A written offer or quotation from the contractor is non-binding and does not bind the contractor by itself, unless a period of acceptance is stated therein and the client accepts the offer within that period. If a non-binding offer, in which no period for acceptance was mentioned, is accepted by the client, the contractor has the right to revoke the offer within 14 working days after receiving this acceptance. If the client has accepted the offer in writing within the fulfillment period, the agreement has been concluded. If the client has accepted the offer verbally within the fulfillment period, the provisions in paragraph 2 of this article shall apply.

3.4. The Contractor cannot be bound by its quotations or offers, or by the order confirmation based thereon, if the Client could reasonably understand that the quotation, or a part thereof, contains an obvious mistake or typo. The Contractor may unilaterally correct such a mistake or typo as binding.

3.5. Appendices may be amended and/or added during the term of the agreement. Amended and/or added appendices shall be signed by both parties and shall, after signing, form an integral part of the agreement.

Article 4: Duration of the agreement

4.1. Unless otherwise agreed between the parties, the agreement shall be tacitly renewed each time under the same conditions for the duration of the original agreement, unless the client indicates by registered letter or writ at least three months before the end of the term of the (renewed) agreement that they do not wish to renew the agreement upon expiry of the latter term.

4.2. Unless otherwise agreed, the agreement may not be terminated prematurely by the client. The applicability of Article 7:408(1) of the Dutch Civil Code is expressly excluded.

4.3. Notwithstanding Article 7:408(2) of the Dutch Civil Code, only the contractor shall at all times be entitled to terminate the agreement, unless the nature of the agreement or reasonableness and fairness dictate otherwise. The contractor shall observe a notice period of at least 30 days. All this without the client being entitled to any form of compensation whatsoever.

Article 5: Content and Commencement of the Assignment

5.1. The assignment encompasses all that the parties have agreed. If the contractor has provided a quote, this forms part of the assignment, insofar as the parties have subsequently deviated from it.

The client guarantees that they will provide all necessary cooperation and information to the contractor in a timely and correct manner, to the best of their knowledge. If this is not done, or not done correctly or in a timely manner, the contractor is entitled to suspend the execution of the assignment.

5.3. The contractor shall carry out the assignment to the best of their knowledge and ability and in accordance with the requirements of good workmanship, all in accordance with the laws and regulations in force at the time.

Article 6: Remotely provided IT infrastructure

6.1. The Contractor shall endeavour to ensure that the ICT infrastructure (provided remotely) always functions properly and strives for the highest possible availability, system performance, and connectivity. However, the Contractor provides no guarantees in this regard.

6.2. The Contractor reserves the right to change the technical characteristics (including software) of the ICT infrastructure at an interim stage to improve functionality and to rectify any errors or to comply with the law or regulations.

established rules. The contractor will endeavour to detect and rectify any errors in the ICT infrastructure, however, the contractor cannot guarantee that all errors will be rectified in a timely manner.

6.3.  The Contractor reserves the right to temporarily suspend the ICT infrastructure made available (remotely via the internet) to the Client for the purposes of maintenance, adaptation, and/or improvement. The Contractor shall, as far as possible, schedule such suspension to take place outside of office hours and shall inform the Client in advance of the planned suspension. The Contractor shall never be liable for any compensation whatsoever to the Client due to such suspension of the ICT infrastructure.

6.4. The contractor does not undertake to make a backup of the data, except where it has been explicitly agreed in the agreement that the contractor is responsible for making backups.

6.5. The Contractor shall not be liable to the Client or any third party for unauthorised access to the Client's data or unauthorised use of the data.

6.6. The Client and its users will determine themselves which data are stored, edited, processed, or otherwise entered. The Contractor has no knowledge of this data and merely provides the IT infrastructure. The Client and its users therefore remain responsible for the data entered by it, data analyses, or loss thereof. The Contractor is consequently not liable for any damage resulting from the data entered by the Client and its users, data analyses, or loss thereof.

Article 7: Amendments to the Contract

7.1. The parties shall consult with each other regarding an adjustment of the assignment if changes occur in the premises or other circumstances underlying the assignment and/or if the proper performance of the assignment requires additional work. In this consultation, the parties shall take each other's justified interests into account.

7.2. Any amendments to the agreement agreed between the parties shall in principle be confirmed in writing by the client to the contractor, who shall then give their written consent. If amendments are only agreed verbally, the client shall bear the risk for the correct implementation of these amendments, as well as the consequences arising from them.

7.3. Any additional costs resulting from changes to the order shall be borne by the client. If an agreed execution period is unforeseeably brought forward by the client, any additional costs shall be borne entirely by the client.

7.4. The client accepts that the project schedule may be affected if the parties mutually agree in writing to expand and/or change the approach, method, or scope of the project and/or resulting work.

Article 8: Use of Third Parties

8.1 The contractor is free to have granted assignments carried out by one or more employees of the contractor under its responsibility, if necessary with the involvement of third parties.

8.2 When third parties are engaged, the client will be informed. If the general terms and conditions of the engaged third party, concerning their activities, apply to the agreement with the client, the contractor shall, in that case, be entitled to invoke (also) the provisions of the terms and conditions used by the third party, as if the activities had been carried out by the contractor itself.

8.3. The Contractor shall never be liable for shortcomings in the performance of work by third parties.

Article 9: Secondment with client

9.1 If a person employed by the contractor is seconded to the client, the contractor, subject to the other provisions of this article, shall only be responsible for the availability of this person with the agreed quality for the agreed period.

9.2     Save for the provisions in the previous paragraph, the contractor shall not be liable for compensation of damage sustained by the client or third parties (partly) caused by the seconded person/persons.

9.3 The client is liable for, and indemnifies the contractor with regard to, claims for damages by third parties caused by the person or persons made available to the client.

Article 10: Implementation Periods

10.1 Any agreed performance periods in the agreement and/or associated appendices shall never be considered as strict deadlines, but shall only apply as a reasonable estimate, unless otherwise agreed in writing. Exceeding the agreed performance period shall therefore not constitute a culpable failure and shall not give the client any right to compensation, termination of the agreement, or non-performance of any obligation or payment to the contractor.

10.2 If any deadline is likely to be missed, the client and contractor shall consult to discuss the consequences of missing the deadline for the further schedule.

Article 11: Suspension

11.1 The contractor is authorised to suspend the performance of its obligations under the agreement if and to the extent that the client fails to perform its obligations, or fails to perform them fully or on time, or if circumstances come to the contractor's attention after the agreement has been concluded which give it good reason to fear that the client will not perform its obligations. The contractor may also suspend the performance of its obligations under the agreement if, due to delay on the client's part, it can no longer be expected to perform the agreement under the originally agreed terms. The right of suspension referred to in this paragraph does not prejudice the contractor's right to terminate the agreement pursuant to Article 15.

11.2 If the contractor suspends performance, they shall not be liable in any way whatsoever for damages and costs incurred as a result thereof. The provisions of Article 10 shall not apply in the event of suspension.

Article 12: Retention of Title

12.1 The item(s) supplied under the agreement shall remain the property of the contractor until the client has fully met all financial obligations arising from the agreement concluded with the contractor. The client is not authorised to pledge or otherwise encumber the item(s) subject to the reservation of title. The client shall at all times do whatever can reasonably be expected of them to secure the contractor's ownership rights. If third parties attach the item(s) supplied under the reservation of title or wish to establish or assert (proprietary) rights on them, the client is obliged to inform the contractor of this immediately. Furthermore, the client undertakes to insure and keep insured the item(s) supplied under the reservation of title against fire, explosion and water damage, as well as against theft, and to provide the contractor with the insurance policy for inspection upon first request. In the event of an insurance payout, the contractor is entitled to these funds.

Article 13: Prices and payment terms

13.1 All prices and rates in quotes, agreements or other annexes are in Euros and exclude value added tax (VAT) and other levies imposed by the government. Travel and/or accommodation costs, overtime and other special costs related to the work are not included in the prices and rates and may be charged separately by the contractor.

13.2 Payment of the contractor's invoices shall be made within 14 days of the invoice date, without suspension or set-off.

13.3 If the client fails to meet their payment obligation to the contractor (in full or in part) within the agreed period, they shall be deemed to be in default by operation of law and shall be liable for interest on the outstanding invoice amount from the day on which the invoice should have been paid until the day on which the invoice is paid in full – without prior notice or demand for performance being required. This interest shall amount to one-twelfth of the statutory interest applicable at the time of invoicing per year for each month (or part thereof) the payment term is exceeded.

13.4 All costs, both judicial and extrajudicial, incurred in connection with the recovery of amounts owed by the client and not paid on time, shall be borne by the client. The submission of the relevant invoices shall be sufficient proof of the incurrence of these costs.

13.5 Objections to the invoice must be submitted in writing to the contractor within 7 days of the invoice date. The payment term will not be suspended as a result of such an objection.

Article 14: Guarantees

14.1 The contractor is entitled to demand security from the client in the form of a surety bond, bank guarantee, deposit, or another form of security if there is reasonable doubt as to whether the client will meet their payment obligations.

14.2 The amount for which security must be provided shall not exceed the amount that the client will owe the contractor over a period of six months for the agreed services and/or deliveries. The client shall comply with such a request from the contractor within two weeks.

14.3 Once the need for security no longer exists, the contractor shall inform that the guarantee or bank guarantee or other form of security may be cancelled or the security deposit shall be refunded.

14.4     No interest will be paid by the contractor on the security deposit.

Article 15: Grounds for Termination

15.1 The Contractor is entitled to terminate the agreement in the event of bankruptcy, seizure, suspension of payments by the Client, cessation of activities, liquidation of their business, merger, demerger or other changes to their legal or cooperative form, including dissolution of a legal entity or loss of legal personality, or other circumstances that give the Contractor good reason to fear that the Client will not fulfil their obligations. In addition, the Contractor is entitled to terminate the agreement if the Client fails to meet their payment obligations as described in Article 13 of these General Terms and Conditions.

15.2 If there is an attributable failure in the performance of the obligations under the agreement on the part of the contractor, the client shall inform the contractor in writing of this within a reasonable period after discovering the failure and give the contractor a reasonable period of time to rectify the failure and/or (have) the consequences thereof repaired. If the foregoing does not lead to the rectification of the failure and/or full repair of its consequences, then the client is entitled to terminate the agreement prematurely on this ground.

Article 16: Consequences of termination

16.1 If the assignment is terminated by the contractor, on one of the grounds referred to in Article 15, it shall not be liable for compensation in any form or under any name. The client is then obliged to pay the contractor's invoiced and any future invoiced costs, all in accordance with the state of the work at the time the termination takes effect.

16.2 If the assignment is terminated by the client, on the grounds mentioned in the second paragraph of Article 15, then the client is obliged to pay the costs charged and potentially yet to be charged by the contractor, all in accordance with the state of the work at the time the termination takes effect.

16.3 If the client terminates the contract without there being any attributable breach as referred to in the second paragraph of Article 15, the client shall be obliged to pay the contractor’s invoiced costs and any costs yet to be invoiced. In addition, the client shall owe 100% of the remaining costs that the client would have been liable for had the contract been performed in full.

Article 17: Liability

17.1 The Contractor shall only be liable for any shortcomings in the performance of the contract or in the goods or services it has supplied, in so far as these result from gross negligence or wilful misconduct. Furthermore, this liability is limited exclusively to direct loss, and under no circumstances shall the total compensation exceed 10% of the contract value.

17.2 The contractor is solely liable for direct damage and never for indirect damage, including but not limited to consequential damage, fines imposed by supervisory authorities, lost profits, missed savings, and damage due to business stagnation. The contractor's liability relating to the mutilation, destruction of data or damage due to data loss is also excluded.

17.3 The contractor's liability shall only arise if the client officially notifies the contractor in writing of its default within 30 days of discovery, stating a reasonable period for rectification of the default, and the contractor remains demonstrably in breach of its obligations after this period has expired. The notice of default must contain the most detailed description of the default possible, to enable the contractor to respond adequately. The obligation to provide notice of default shall lapse if performance or repair is permanently impossible.

17.4 All claims of the client against the contractor regarding the performance of the assignment expire 6 months after the provision of services.

Article 18: Disclaimer

18.1 The Client shall indemnify the Contractor against all third-party claims for damages sustained in connection with the performance of the agreement for which causes other than those attributable to the Contractor are responsible. If the Contractor were to be held liable by third parties on these grounds, the Client shall be obliged to assist the Contractor both out of court and in legal proceedings, and to act or refrain from acting immediately as expected of them in such a case. Should the Client fail to act or refrain from acting accordingly, the Contractor shall be entitled to take the necessary measures itself, without needing to formally notify the Client of default. All costs and damages incurred by the Contractor in this regard shall be for the Client's account and risk.

18.2 If the client requests the contractor to provide goods such as digital files and/or instructions to third parties, this shall be done outside the contractor's responsibility and therefore entirely at the client's expense and risk. The duty of care explicitly lies with the client to check (or have checked) what is supplied via third parties.

Article 19: Force Majeure

19.1   Neither party shall be obliged to perform any obligation if prevented from doing so by force majeure.

19.2 So far as not already covered, force majeure shall include: strikes, occupation of premises, blockades, embargoes, government measures, pandemics, epidemics, war, revolution and/or any similar situation, power failures, failures of the internet or other telecommunication facilities, defects in goods or delayed delivery or unsuitability of systems or other software, software or materials whose use is prescribed by the client to the contractor, cable breaks, fire, explosion, water damage, lightning strikes, natural disasters, floods and/or earthquakes, lack of and/or illness of personnel, solvency problems on the part of the contractor, as well as default by third parties engaged by the contractor.

19.3   Where the force majeure situation lasts longer than sixty working days, parties shall have the right to terminate the agreement by means of a registered written notice, unless it is foreseeable that the force majeure situation will be resolved within a reasonable period. What has already been performed under the agreement shall be settled proportionally in that case, without parties owing each other anything further.

Article 20: Confidentiality

20.1 The parties shall maintain confidentiality regarding all information and data received from each other that is designated as confidential or the confidential nature of which arises from the nature of that information and data, unless a statutory obligation or a court order requires disclosure of that information and/or data.

20.2 Neither party shall, without the consent of the other party, refer to the agreement in publications, advertisements, mailings or otherwise.

Article 21: Intellectual Property Rights

21.1 All intellectual property rights in products developed or made available under the agreement, including object and source code, programming languages, services, websites, databases, or other materials such as designs, documentation, reports, quotations, as well as preparatory material thereof, shall vest exclusively in the contractor, suppliers, or their licensors. The client shall only acquire the usage rights expressly granted by these General Terms and Conditions, the agreement, and/or the law.

Article 22: Third-party products

22.1 If and insofar as the contractor supplies products, such as licences or cloud services, from third parties to the client, the terms and conditions and End-User Licence Agreement (EULA) of those third parties shall apply to those products, to the exclusion of and in addition to any deviating provisions in these General Terms and Conditions. The terms and conditions and End-User Licence Agreement (EULA) shall determine the user rights of the software and any future upgrades, modifications or addenda thereto.

22.2 The Client accepts the relevant terms and conditions and End-User Licence Agreement (EULA) of third parties. The relevant terms and conditions and End-User Licence Agreement (EULA) shall be made available digitally by the Contractor as an appendix to the agreement between the Contractor and the Client. If necessary, the Contractor may send the terms and conditions and End-User Licence Agreement (EULA) of third parties to the Client free of charge.

22.3 The client agrees that the terms and conditions and the End-User License Agreement (EULA) of third parties shall apply between the client and the respective licensor, and not between the contractor and the client. The contractor is not liable for any damage related to third-party products.

22.4 If and to the extent that the aforementioned third-party conditions are deemed not to apply or are declared inapplicable in the relationship between the contractor and the client for whatever reason, the provisions of these General Terms and Conditions shall apply in full.

Article 23: Privacy

23.1 The execution of the agreement may involve the processing of personal data. Where applicable, the contractor may be regarded as the ‘processor’ and the client as the ‘controller’ within the meaning of the General Data Protection Regulation (hereinafter: GDPR).

23.2 The applicable agreement and/or these General Terms and Conditions shall be deemed by the parties to be an agreement within the meaning of Article 28(3) of the GDPR, unless the parties have agreed on a separate processor agreement.

23.3 The Contractor is not entitled to use any personal data made available to it, in whole or in part, in any way other than for the performance of the agreement at any time, subject to deviating statutory obligations.

23.4 The Contractor shall use its best endeavours to take appropriate technical and organisational measures as referred to in Article 32 GDPR with respect to the processing of personal data to be carried out and shall use its best endeavours to ensure that the security meets a level that, taking into account the state of the art, the sensitivity of the personal data and the costs of implementing security, is not unreasonable.

23.5 The Contractor shall process personal data solely within the European Economic Area, or a country designated as safe by a European Commission decision, unless otherwise agreed in writing.

Any limitations of liability agreed upon in the agreement and/or these General Terms and Conditions shall also apply to the processor agreement.

23.7 The client indemnifies the contractor against claims based on an infringement of statutory rules (regarding the processing) of personal and/or personal data of third parties.

Article 24: Mandatory reporting of security incidents

The Contractor shall inform the Client immediately upon discovery and within forty-eight (48) hours of all security breaches and other incidents which, by law, must be reported to supervisory authorities, without prejudice to the obligation to rectify or limit the consequences of such breaches and incidents as quickly as possible.

24.2 The contractor shall provide the client with the following information in the event of a data breach:

1. the date on which the data breach occurred. If no exact date is known, the period within which the breach occurred;
2. what the (alleged) cause of the data breach is;
3. the date and time on which the data breach became known to the contractor or to a third party or subcontractor engaged by them;
4. (potentially) affected personal data;
5. potential consequences of a breach of personal data processing;
6. The intended and/or already undertaken measures to plug the data leak and limit its consequences.

24.3 The client decides whether the data breach must be reported to the supervisory authority and/or data subjects. The contractor shall assist the client, where possible and to the extent necessary, in fulfilling the obligation to report the data breach to the Data Protection Authority.

The Contractor shall provide all necessary cooperation for the provision of supplementary information to the supervisor(s) and stakeholders, if necessary, as soon as possible.

Article 25: Electronic communication means

25.1 In the event that communication between the client and the contractor takes place by electronic means such as email and other forms of data transfer, both parties shall take all reasonable steps to ensure standard virus protection. Neither party shall be liable to the other for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication, or for messages not received or received in a damaged state.

Article 26: Interim Amendment of General Terms and Conditions

26.1 The Contractor may amend these General Terms and Conditions during their term if this is necessary due to (i) applicable law, including, but not limited to, a change in legislation; (ii) advice and/or a court order based on applicable law; (iii) the development of the services; (iv) technical reasons; (v) operational requirements; or (vi) changes to the terms to the benefit of the Client. The Contractor shall inform the Client of the intended amendment before it takes effect, either via the user interface, by means of an e-mail message, or by other reasonable means.

26.2 Changes shall take effect four weeks after their announcement or on a later date as specified in the announcement, unless written objection is made to any changes within four weeks of the date of the change.

Article 27: Transfer of rights and obligations

27.1 Parties are not entitled to transfer, assign or encumber any rights and obligations under this agreement, in whole or in part, to a third party without the written consent of the other party, unless otherwise agreed in these General Terms and Conditions.

27.2 The prohibition on the assignment of rights and obligations, as included in Article 27.1, is a stipulation within the meaning of Article 3:83(2) of the Dutch Civil Code and has proprietary effect.

Article 28: Dispute resolution

28.1 Dutch law shall apply to all agreements between the client and the contractor.

28.2 Disputes shall be settled exclusively by the competent court in the district where the contractor is established. Nevertheless, the contractor has the right to submit disputes to the competent court of the client's place of residence, or another competent court.

28.3 The parties shall, in the event of a dispute, use their best endeavours to reach a resolution.

28.4 If this agreement and its annexes are (partially) declared invalid, void or unenforceable, the parties shall remain bound by the remaining part. The parties shall replace the invalid, void or unenforceable part with provisions that are valid and enforceable and whose legal consequences, in view of the content and intent of the agreement, correspond as closely as possible to those of the invalid, void or unenforceable part.