Drawn up on January 5th, 2021
Note: The English translation of our Terms & Conditions is provided for legibility purposes only. In case of any doubt, the Dutch translation of these Terms & Conditions is leading and prevails when the Terms & Conditions below differ from the Dutch version.
In these terms and conditions the following wording refers to:
- Digiwolf: Digiwolf Holding B.V., registered at Wilnis (NL) under KvK (Chamber of Commerce) nr. 80097677;
- Client: with whom Digiwolf has entered into an agreement;
- Parties: Both Digiwolf and Client together;
- Consumer: a Client who is also an individual and is acting as a private individual;
- Coachee: person who participates in guidance, advisory or coaching process if they are not the Client themselves.
Applicability of Terms and Conditions
- These Terms and Conditions apply to all quotations, offers, activities, orders, agreements and deliveries where Digiwolf offers or delivers services. Deviations from these Terms and Conditions do not apply unless explicitly agreed in writing.
- Not only Digiwolf but any person or undertaking engaged in the execution of any contract for the Client shall have the right to invoke these Terms and Conditions.
- Parties are not allowed to deviate from these Terms unless explicitly agreed in writing.
- Parties explicitly agree that additional provisions and/or deviations from these Terms and Conditions of the Client or third parties do not apply.
Offers and Quotations
- Offers and quotations made by Digiwolf are non-binding, unless explicitly stated otherwise.
- An offer or quotation is valid for a maximum of 1 month, unless the offer or quotation contains another acceptance period.
- If Client does not accept an offer or a quotation before the applicable deadline, the offer or quotation will expire.
- The prices mentioned in the quotations are exclusive of VAT, unless stated otherwise.
- Offers and quotations do not apply in respect of repeat orders, unless explicitly agreed otherwise between the Parties in writing.
- Quotations are based on the information available to Digiwolf.
- In case of acceptance of a non-binding offer or quotation, Digiwolf shall still be entitled to cancel the quotation or offer within 3 days following the receipt of the acceptance, without the Client being able to derive any rights from these.
- Client’s oral acceptance only binds Digiwolf after Client having confirmed this acceptance in writing (or electronically).
Implementation of the Agreement
- Digiwolf shall implement the agreement to the best of its abilities and in accordance with the requirements of good craftsmanship.
- If and insofar this is required for a proper execution of the agreement, Digiwolf has the right to have certain activities carried out by third parties.
- The implementation of this agreement shall be made in mutual consultation and following agreement in writing and payment of the advance payable by the Client.
- It is the Client’s responsibility that Digiwolf can begin with the execution of the agreement on time.
- If the Client’s has not ensured that Digiwolf can begin with the execution of the agreement on time, the additional costs and/or extra hours that arise from this shall be borne by the Client.
- All prices of Digiwolf are in Euros exclusive of VAT and exclusive of any other costs including administration costs, taxes and travel, shipping or transport costs, unless explicitly stated or agreed otherwise.
- Digiwolf can at any time change all the prices for its products or services that are being communicated through its website or otherwise.
- Digiwolf determines the price for a service on the basis of the actual number of hours spent.
- The price is being calculated according to Digiwolf’s normal hourly rates that applies to the period in which the activities were performed, unless an alternative hourly rate has been agreed.
- If Parties have agreed a total amount for a service by Digiwolf, then this is a recommended price only, unless Parties have explicitly agreed a fixed price that cannot be deviated from.
- Digiwolf is entitled to deviate from the recommended price by a maximum of 10%.
- If the recommended price ends up being more than 10% higher, Digiwolf should inform the Client in good time of the reason why a higher price is justified.
- If the recommended price ends up being more than 10% higher, Client is entitled to cancel that part of the contract that is above the recommended price plus 10%.
Client’s Provision of Information
- Client shall make all information, data and documentation that are relevant to the proper execution of the agreement available to Digiwolf on time and in the desired format and manner.
- Client is responsible for the accuracy, completeness and reliability of the information, data and documentation supplied, even if originating from third parties, insofar it does not emerge otherwise from the nature of the agreement.
- In case and to the extent that the Client so requests, Digiwolf shall return all the relevant documents.
- If Client fails to make the by Digiwolf requested information, data or documents available in a proper manner and without any delay and the execution of the agreement is therefore delayed, the Client is responsible for the resulting extra costs and extra hours.
When Parties have entered a service-oriented agreement, this will only contain effort-based commitments for Digiwolf, not result-based commitments.
- Client should investigate a Digiwolf deliverable or performed service as soon as possible for any deficiencies.
- If the delivered product or performed service does not correspond to what Client could reasonably expect from the agreement, then Client should inform Digiwolf of this as soon as possible, and in any event within 1 month following the detection of the deficiencies.
- Consumers should inform Digiwolf of this no later than 2 months following the detection of the deficiencies.
- Client shall provide an as detailed description of the deficiency as possibly, so that Digiwolf can respond adequately.
- Client should demonstrate that the complaint refers to the agreement between Parties.
- If a complaint refers to ongoing activities, this cannot in any event result in Digiwolf being obliged to perform other activities than those agreed upon.
Notice of Default
- Client should inform Digiwolf of any notice of default in writing.
- Client is responsible to ensure that a notice of default actually reaches Digiwolf (in time).
Client’s Several Liability
In the event that Digiwolf enters into an agreement with several Clients, each Client has several liability for the total amounts that they owe Digiwolf on the basis of that agreement.
- Client ensures the following is insured sufficiently and remains insured against fire, damage caused by explosion or water and theft, amongst other things:
a. items delivered necessary for the implementation of the underlying agreement;
b. Digiwolf’s items that are under the control of Client;
c. items delivered subject to reservation of ownership.
- Client shall submit the policies of such insurance to Digiwolf for inspection at Digiwolf’s first request.
- Digiwolf shall only be held liable for any damage caused to Client if and insofar the damage is caused deliberately or is the result of conscious recklessness.
- In case Digiwolf is liable for any damage, it is only liable for direct damage resulting from, or in connection with the implementation of the agreement.
- Digiwolf is never liable for indirect damage, including consequential damages, lost profits, missed savings or damage to third parties.
- In case Digiwolf is liable then this liability is limited to the amount to be paid out under (professional) indemnity insurance and in the absence of payment of the (full) amount of damage by an insurance company the liability shall be limited to the (part of the) invoice amount to which the liability applies.
- Any images, photographs, colours, drawings, descriptions on the website are purely indicative and shall only be intended as a guide and may not lead to damages and/or (partial) termination of the agreement and/or suspension of any obligation.
Any right of Client to damages from Digiwolf shall expire within 12 months of the occurrence of the event that caused, whether directly or indirectly, the damages. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
- Digiwolf retains all intellectual property rights (including copyright, patent rights, trademark rights, drawings and design right, etc.) with regards to any designs, drawings, documents, carriers containing data or other information, offers, images, drafts, models, scale-models, etc., unless Parties have agreed otherwise in writing.
- Client shall not be permitted to copy (have copied), disclose and/or make available to third parties or use in any other way the intellectual property rights without the prior written agreement of Digiwolf.
- Digiwolf retains the rights to use the knowledge acquired through the performance of the work for other purposes, as long as no confidential information will be revealed to a third party in the process.
- Each Party shall keep confidential any information that he (in whichever format) receives from the other party and all other information with regards the other party of which he knows or can reasonably suspect that this is secret or confidential, or information of which he can expect that the dissemination of it could damage the other party.
- Parties will take all the necessary measures to ensure to keep the information referred to in paragraph 1 confidential.
- The confidentiality obligation referred to in this Article does not apply to information:
a. that was already public information before the receiving party got to know about this information or became public information at a later stage without this being the result of a violation of the confidentiality obligation of the receiving party;
b. of which the receiving party can provide evidence that this information was already in their possession at the time of its communication by the other party;
c. that the receiving party received from a third party where this third party was entitled to communicate this information to the receiving party;
d. disclosed by the receiving party on the grounds of a statutory obligation.
- The confidentiality obligation described in this Article shall apply for the duration of the underlying agreement and for a period of 3 years upon its termination.
- In case the Client breaches the Article of these Terms and Conditions on confidentiality or intellectual property, he shall forfeit to Digiwolf an immediately due fine for each infringement.
· if the other party is a Consumer then this fine will be € 1,000;
· if the other party is a legal entity then this fine will be € 5,000.
- In addition, Client shall forfeit an amount of 5% of the sum referred to in paragraph 1 for each day the infringement continues.
- No prior notice of default or legal procedures are required for forfeiting this fine. Also, there is not necessarily any damage.
- The forfeiting of the fine referred to in the first paragraph of this Article shall not prejudice Digiwolf’s other rights, including his right to claim compensation in addition to the fine.
Client indemnifies Digiwolf against any claims from third parties that relate to the products and/or services delivered by Digiwolf.
Amendment to the Agreement
- If at any point during performance of the agreement it becomes clear that the agreement must be amended or supplemented to ensure proper performance, Parties shall amend the agreement in a timely manner and by mutual consultation.
- If Parties agree that the agreement must be amended or supplemented, the completion time with respect to the agreement’s performance may be affected. Digiwolf will inform the Client of this as soon as possible.
- If the amendment or supplement to the agreement has financial and/or quality-related consequences, Digiwolf shall inform the Client of this.
- If a fixed fee has been agreed, Digiwolf shall also indicate to what extent the amendment or supplement to the agreement will result in an increase of this fee.
Right of Suspension
Unless the Client is a Consumer, the Client shall waive his entitlement to suspend the compliance of any obligations resulting from this agreement.
Unless the Client is a Consumer, the Client shall waive his entitlement to offset any debt to Digiwolf through a claim against Digiwolf.
- Unless agreed otherwise in writing, payment should take place within 30 days of the invoice date in a manner indicated by Digiwolf in the currency in which the invoice has been raised. Payment will be made without any deduction, compensation or suspension for any reason whatsoever.
- If Client has not paid the amounts owed by the due date, he will automatically be in default without any notification of default being required. In case of a payment default of the Client Digiwolf shall be entitled to discontinue or suspend the performance of services on behalf of the Client, without thereby incurring any liability towards the Client.
- In case of a payment default Digiwolf shall be entitled to charge interest of 1% per month with effect from the day that the Client is in default, taking into account a part of a month as a full month.
- When Client is in default, he also owes Digiwolf extrajudicial collection costs and any possible compensation.
- In the event of liquidation, bankruptcy or suspension of payment of the Client, Digiwolf’s claims and the Client’s obligations towards Digiwolf shall be due and payable immediately.
- Payments made by the Client are in the first instance always to cover all due interest and costs, and in the second instance due invoices that are overdue the longest, even if the Client mentions that the payment concerns a later invoice.
- If the Client refuses his participation in the performance of the agreement by Digiwolf, then he is still obliged to pay Digiwolf the agreed price.
Right to Termination
- Digiwolf has the right to cancel a coaching process or to refuse a Coachee appointed by Client without giving any reason, in which cases Client is entitled to reimbursement of the full amount paid to Digiwolf.
- Client for a coaching process is entitled to cancel the contract by registered letter.
- Cancellation of contract by Client can take place free of charge up to 4 weeks before the start of the coaching process. By not cancelling the Client is required to pay the full amount of the coaching process.
- When cancelling within 4 weeks up and to 1 week before the start of the coaching process Digiwolf is entitled to charge 50% of the amount owed and the full amount when cancelling within one week.
- If Client or the Coachee appointed by the Client after the start of the coaching process prematurely terminates their participation or otherwise not participates in the process, Client is not entitled to any reimbursement, unless the special circumstances of the case justify, in Digiwolf’s opinion, otherwise.
- An individual coaching session can be cancelled or postponed free of charge up to 48 hours before the start of the session. When cancelling or postponing within 48 hours, Client is obliged to pay the full rate agreed for the session. If Client or respective Coachee fails to attend the planned session, the same rates will apply.
- If either Party substantially fails in the performance of any of their obligations and after having been explicitly reminded of this by the other party, still fails to fulfil this obligation within a reasonable time, the other party shall be authorised to terminate the agreement without the terminating party owing the defaulting party any reimbursement. The services that have been provided on termination will be paid in the way that has been agreed.
- Digiwolf has the right to terminate the contract with the Client, if Digiwolf has become aware of circumstances that give him good reason to fear that the Client will fail to properly meet his obligations.
- In addition to the provisions in Article 6:75 of the Dutch Civil Code, any events of default on the part of Digiwolf in meeting any obligations towards the Client cannot be attributed to Digiwolf in circumstances independent of Digiwolf’s will, as a result of which Digiwolf is wholly or partially unable to fulfil its obligations towards the Client or can in reason not be expected to fulfil its obligations.
- The force majeure referred to in paragraph 1 also includes - though not explicitly: public emergency (including civil war, revolution, riots, natural disasters, etc.); mistakes and force majeure on part of the suppliers, delivery personnel or other third parties; unexpected power cuts, internet, computer and telephone interruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather and work interruptions.
- If Digiwolf is unable to fulfil 1 or more obligations towards the Client because of a force majeure, then those obligations will be suspended until Digiwolf can fulfil these again.
- From the moment that a force majeure has lasted at least 30 calendar days, each Party can wholly or partially terminate the agreement in writing.
- In case of a force majeure Digiwolf does not owe any compensation, even if there is any benefit because of the force majeure.
By entering an agreement with Digiwolf, Digiwolf is given permission to process any personal data submitted for the agreement. Digiwolf shall only use this personal data for its own activities.
Amendment to Terms and Conditions
- Digiwolf is entitled to amend or supplement these Terms and Conditions.
- Changes of minor importance can be made at any time.
- Digiwolf should in advance discuss with the Client any significant changes as much as possible.
- When there is a substantial amendment to the Terms and Conditions Consumers are entitled to terminate the agreement.
Transfer of Rights
- The rights of the Client based on an agreement between Parties cannot be transferred to a third party without the prior consent in writing of Digiwolf.
- This provision takes effect as a stipulation under law of property as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.
Consequences of nullity or declaration of nullity
- When one or more provisions of these Terms and Conditions are found to be null or void then this will not affect the other provisions of these Terms and Conditions.
- A null or void provision will in that case be replaced by a provision that best resembles that which Digiwolf had in mind when drawing up the Terms.
Applicable law and competent court
- Each agreement between Parties shall be governed exclusively by the laws of the Netherlands.
- The court of the Netherlands in the jurisdiction where Digiwolf has its registered office is exclusively qualified in case of possible disputes between the Parties, unless the law compellingly decides otherwise.