General Terms and Conditions - OneChat B.V.

Drafted on 29 July 2019

General Terms and Conditions of OneChat B.V., established at Verfmolen 12, 3642 ZL, at Mijdrecht, the Netherlands, registered at the Chamber of Commerce under nummer 86023163.

Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions :         The General Terms and Conditions as stated below.

OneChat B.V. :                         OneChat B.V., registered with the Chamber of Commerce under number 86023163.

Service :                                 All work, of whatever form, that OneChat B.V. has carried out for, or for the benefit of, the Client.

Assignment :                                 The contract of instruction to provide services.

Client :                                 The one who has accepted the validity of these General Terms and Conditions and given instructions for the provision of the Service. A Client can be a business and/or a consumer.

Contract :                         Any contract entered into between OneChat B.V. and the Client.

Scope

These General Terms and Conditions apply to every quotation and Contract entered into between OneChat B.V. and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing.

These General Terms and Conditions are also applicable to contracts with OneChat B.V. for the implementation of which third parties must be involved.

The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.

If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, OneChat B.V. and the Client will consult with each other to agree new provisions to replace the void or voided ones.

Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with OneChat B.V. in writing.

If OneChat B.V. not always require the strict compliance of these General terms and Conditions, this will not mean that the provisions of the General terms and Conditions will not apply, or that OneChat B.V. to any degree would lose the right in other cases to demand the strict compliance of these General terms and Conditions.
          

Formation of the contract

The Contract comes into existence through the timely acceptance by the Client of OneChat B.V.’s offer.

Duration of the contract

The Contract will be concluded for an indefinite period, unless the nature of the Contract states otherwise or if parties have agreed otherwise explicitly and in writing.

Termination of the contract

OneChat B.V. and the Client can terminate the Contract at any time by mutual consent.  

Both the Client and OneChat B.V. are entitled to terminate the Contract at any time, with the observance of a period of notice of one month.

Amendments to the contract

If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then OneChat B.V. will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.

If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. OneChat B.V. will inform the Client of this as soon as possible.

If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then OneChat B.V. will inform the Client of this in advance.

OneChat B.V. may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to OneChat B.V..

Amendments to the Contract originally entered into between the Client and OneChat B.V. are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

 Uitvoering overeenkomst

OneChat B.V. will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.

OneChat B.V. is entitled to arrange for certain work to be carried out by third parties. The applicability of articles 7:404, 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.

The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are nec e ssary for implementation of the Contract, to OneChat B.V. in a timely manner.

If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then OneChat B.V. is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

Implementation periods

The work will be carried out within a period stated by OneChat B.V..

If a period is agreed or stated for the performance of particular work, then this period is only indicative and is not to be regarded as a strict deadline.

If OneChat B.V. needs information or instructions from the Client that are necessary for the implementation of the Contract, then the implementation period will commence after the Client has provided these to OneChat B.V..

If an implementation period is exceeded, the Client must issue OneChat B.V. with a written notice of default, whereby OneChat B.V. will be offered a reasonable period to nonetheless implement the Contract.

A notice of default is not necessary if the implementation has become permanently impossible, or it otherwise becomes apparent that OneChat B.V. will not meet its obligations arising from the Contract. If OneChat B.V. does not commence implementation within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.

Force majeure

Breaches may not be attributed to OneChat B.V. or the Client is they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.

In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which OneChat B.V. can exercise no influence and through which OneChat B.V. is not able to fulfil its obligations.

Circumstances regarded as resulting in force majeure include lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials and machinery components as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by OneChat B.V. cannot be reasonably sought by the Client.

OneChat B.V. is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after OneChat B.V. should have fulfilled its obligations.

In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.

During the period that the force majeure continues, both OneChat B.V. and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.

If the situation of force majeure is of a temporary nature, OneChat B.V. reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.

If at the time of the occurrence of force majeure OneChat B.V. has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then OneChat B.V. is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

 Liability

OneChat B.V. is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of OneChat B.V. Solely the following shall qualify as direct damages:

The liability of OneChat B.V. is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client.

OneChat B.V. is not liable for damage, of whatever nature, resulting from OneChat B.V. basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to OneChat B.V..

The limitations of liability as included in this clause shall not apply if the damages are caused by the intent or gross negligence by OneChat B.V. or its managers.

OneChat B.V. is not liable for mutilation, demolition, theft or loss of data or documents.

The Client must report the damage for which OneChat B.V. can be held liable to OneChat B.V. as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.

Any liability claim against OneChat B.V. lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Indemnity

The Client indemnifies OneChat B.V. against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.

If OneChat B.V. may be sued for this reason, then the Client is bound to provide OneChat B.V. with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of OneChat B.V. and third parties will be at the expense and risk of the Client.

Limitation period

In departure from the legal limitation period, a limitation period of one year applies to all claims against OneChat B.V. and any third parties brought in by OneChat B.V..

Intellectual property

OneChat B.V. reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.

OneChat B.V. reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.

Privacy

OneChat B.V. will store the details and information that the Client provides to OneChat B.V. carefully and confidentially.

OneChat B.V. acts in accordance with the General Data Protection Regulation (EU 2016/679) ("GDPR") which is effective from May 25, 2018. OneChat B.V. will keep a register of processing activities on the basis of the GDPR.

The Client has the right to inspect, correct and request deletion of all its personal data.

OneChat B.V. will only use the details and information of the Client in the context of the execution of its delivery obligation or the handling of a complaint.  

 The information that OneChat B.V. collects may only be used for necessary specific purposes.

 

It is not permitted for OneChat B.V. to lend out, rent, sell or in any other way make public the personal data of the Client.

 

OneChat B.V.  will not keep the personal data longer than necessary.

 

The Client is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.

Amendment of the general terms and conditions  

OneChat B.V. is entitled to amend the general terms and conditions unilaterally.

Amendments will also apply to Contract that are already concluded.

OneChat B.V. will inform the Client by e-mail about the amendments.           

The amendments to the general terms and conditions will be in force thirty days after the Client is informed of the amendments.  

If the Client does not agree with the announced amendments, the Client is entitled to terminate the Contract.

Applicable law and disputes

Dutch law is exclusively applicable to all legal relationships to which OneChat B.V. is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.

 Filing

These General Terms and Conditions are filed at the Chamber of Commerce under number 86023163.

General Terms and Conditions OneChat B.V.  29 July 2019

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