TERMS AND CONDITIONS 

1.1. The provisions as laid down in these General Terms and Conditions of Nekst IT hereinafter referred to as the General Terms and Conditions and as filed with the Chamber of Commerce under number 58226729, apply to all offers and agreements of Nekst IT. 

1.2. In those cases where the terms and conditions as stated in this agreement/offer are contradictory/contrary to these General Terms and Conditions, the following order of precedence applies; (1) the terms of the agreement, (2) these General Terms and Conditions. 

1.3. The Client has taken note of these General Terms and Conditions and agrees to them. The applicability of purchase or other terms and conditions of the Client is expressly rejected. 

1.4. The Client and Nekst IT will ensure that all information received from the other party that is known or should reasonably be known to be of a confidential nature will remain secret. If this is necessary for the execution of the agreement, Nekst IT will, upon request, inform the Client in writing about the way in which Nekst IT implements possible obligations under the legislation in the field of the AVG. 

1.5. An Agreement between Nekst IT and the Client is concluded after unconditional acceptance by the Client within 30 (thirty) days after and of the offer from Nekst IT and Nekst IT has accepted this in writing/digitally. Nekst IT cannot be held to offers if the Client can reasonably understand that the offer (or a part thereof) contains an obvious mistake or clerical error. 

1.6. Nekst IT is entitled to increase its prices and rates in the interim within reasonable limits. If the price increase takes place within three months after the conclusion of the relevant agreement. If the increase is more than 20% (twenty percent), the client is entitled to terminate the agreement by registered letter within 7 (seven) days after notification of the increase. The work performed up to the moment of termination for and/or delivered products to the Client must at all times be paid by the Client to Nekst IT. 

1.7. Nekst IT reserves the right to outsource the work to be performed under the relevant agreement/offer to third parties. Nekst IT’s rights and obligations will not be affected by such outsourcing. 

1.8. With regard to any used products and services from suppliers, a guarantee is only given insofar as these are provided by the aforementioned suppliers. Nekst IT will make every effort towards the Client to ensure that any justified claims are honored by suppliers. The Client furthermore undertakes to notify Nekst IT in writing and stating reasons, on pain of forfeiture of rights, within 7 (seven) days after delivery of any products. If the Client’s complaint relates to work performed by Nekst IT, the complaint must be submitted, on pain of forfeiture of rights, within 15 (fifteen) days after the alleged shortcoming or within 15 (fifteen) days after the moment at which that shortcoming should reasonably have been discovered, after which the right to address Nekst IT lapses. 

2.1. in connection with secondment of personnel, the agreed work (best efforts obligation) will be performed entirely at its own discretion by the consultant named in the agreement/offer. In the event that the consultant is unable to perform the work, Nekst IT will freely designate another consultant of a comparable level of competence. The costs related to the transfer of the work of the consultant to be replaced are for the account of Nekst IT, unless the Client can be blamed for the reason for replacement. If it should become apparent within 3 (three) weeks after the commencement of the work that the designated consultant is not the right person for the assignment, the Client may terminate the agreement in writing. 

2.2. There is no form of employment relationship of any kind between the Client and employees of Nekst IT and/or there is no leadership and authority of the Client in relation to the consultant. In those cases where the consultant makes possible use of ‘tools’ of the Client in the performance of the work, the Client will charge costs for this to Nekst IT. In that case, prior written consultation will take place. 

2.3. If it has been agreed in writing that the services will possibly take place in phases, Nekst IT is entitled to postpone the start of the services, which belong to a following phase, until the Client has approved the results of the preceding phase in writing. in connection with installation of any products in writing and this has been agreed separately in writing, Nekst IT will install the products in the manner described in the order. in connection with an acceptance test agreed in writing, which must take place within three (3) working days after delivery, the products are regarded as having been accepted by the Client after the acceptance test has been successful. If the test cannot take place within the stated period, the Client has also accepted the products. This also applies if the products are used commercially or commercially by the Client. The Client will reimburse the assistance provided by Nekst IT during the installation, unless otherwise agreed in writing. 

2.4. At the request of the Client, Nekst IT will cooperate without reservation in solving problems where other suppliers or service providers may also be involved. Nekst IT will carry out this work on the basis of the applicable rates. If it is established that the problems can be attributed to Nekst IT, Nekst IT will bear these costs for its activities. The Client will reimburse Nekst IT for the costs of solving problems that cannot be attributed to Nekst IT. 

2.5. Unless otherwise agreed in writing, the intellectual property rights of the work performed in the context of this assignment agreement, with regard to the documentation, data, instructions, results and the information contained therein, rest with Nekst IT. Nekst IT does provide the Client with an infinite, non-exclusive and non-transferable right to use the aforementioned items. 

3.1. Unless otherwise agreed, the fee to be paid by the Client to Nekst IT per hour worked will be as much as stated in the special provisions of the agreement. 

3.2. This rate is exclusive of VAT. and including travel and accommodation costs to the work location in the case of secondment. In the case of other services, the rate is exclusive of VAT. and excluding travel and accommodation costs. Travel costs consist of the hours required to travel to and from the Client’s location. The hours are charged from Rotterdam in accordance with the applicable hourly rate. For both secondment and other services, part-days of 4 (four) hours are charged at all times. The costs for business kilometers on behalf of the Client amount to € 0.19 per km. 

3.3. in connection with For projects accepted by Nekst IT, payment of 50% (fifty percent) of the project sum will be made by the Client before the start of the work. Payment of the remaining 50% (fifty percent) of the project sum will take place immediately after delivery. 

3.4. Nekst IT is also at all times entitled to demand advance payment or security before proceeding with the performance of its performance or continuing with that performance. If the Client fails to make the required advance payment or security, the performance obligation resting on Nekst IT will lapse, without prejudice to Nekst IT’s right to compensation for all damage, costs and interest by the Client. 

3.5. in connection with For all other forms of service, Nekst IT will send an invoice to the Client at the end of each successive period of one month regarding the total amount due to it over the period of one month. 

3.6. The client is obliged to pay all amounts invoiced to it to Nekst IT within 14 (fourteen) days afterwards in the manner to be indicated by Nekst IT, in the context of the services and/or products delivered to it by Nekst IT. All goods delivered to the Client remain the property of Nekst IT until all amounts owed by the Client to Nekst IT under the agreement concluded between the parties have been paid in full to Nekst IT. 

3.7. In the event of late payment, Nekst IT is entitled to suspend its activities/services under the agreement until full payment of the amount owed by the Client has been made. 

3.8. In the event of late payment, Nekst IT is entitled to statutory interest on the amount owed by the Client with effect from the 10th (tenth) day after the invoice date, without any notice or notice of default being required. When calculating the interest, part of a month counts as a full month. 

3.9. Complaints regarding invoices from Nekst IT must be submitted in writing to Nekst IT within 7 (seven) working days of the invoice date. 

3.10. All costs of collection of arrears, including the full costs of legal assistance, both in and out of court, by whomever provided, will be fully borne by the Client. In any case, compensation for extrajudicial costs will always be charged without any further proof and will be owed by the Client of 10% (ten percent) of the principal amount owed with a minimum of € 500 (five hundred euros). 

3.11. Nekst IT will conduct a price indexation with regard to its prices and rates at least once a year. Nekst IT will inform the Client of this in advance with a term of at least 1 (one) month. 

4.1. The agreement is entered into for a period specified in the agreement/offer and in the absence of this, the conditions as stated under 1.1 and 1.2 of these General Terms and Conditions apply. in connection with an option for extension must be invoked at least 4 (four) weeks before the end of the assignment or any extension thereof. in connection with a tacit renewal, the agreement is extended for an identical period. 

4.2 Each of the parties is only entitled to dissolve the agreement due to an attributable shortcoming in the fulfillment of the agreement if the other party, in all cases after a written notice of default that is as detailed as possible, setting a reasonable term for the shortcoming, imputably fails to fulfill essential obligations under the agreement. Payment obligations of the Client and all obligations to cooperate and/or provide information by the Client or a third party to be engaged by the Client apply in all cases as essential obligations under the agreement. If the Client has already received performances for the execution of the agreement at the time of the dissolution, these performances and the related payment obligations will never be subject to cancellation. 

4.3 The total liability of Nekst IT due to an attributable shortcoming in the fulfillment of the agreement or on any legal basis whatsoever, expressly including any shortcoming in the fulfillment of a guarantee obligation agreed with the Client, is limited to compensation of only direct damage up to a maximum of the amount of the price stipulated for that agreement (excl. VAT). If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year. Under no circumstances will Nekst IT’s total liability for direct damage, on whatever legal basis, exceed € 100,000 (one hundred thousand Euro), nor is it liable for indirect damage. 

5.1. Nekst IT undertakes in no way to actively encourage employees of the Client to enter the employment of Nekst IT. 

5.2. The Client undertakes in no way whatsoever to actively induce an advisor deployed by Nekst IT to enter into its employment, or to have work performed directly or indirectly for the Client, other than through an agreement with Nekst IT. 

5.3. If an employee of the Client indicates to Nekst IT that he/she wishes to become employed by Nekst IT, Nekst IT will inform the Client of this. 

5.4. If an advisor engaged by Nekst IT informs the Client that it wishes to enter into employment with the Client or directly or indirectly perform activities other than through an agreement with Nekst IT, the Client will inform Nekst IT of this in writing. 

5.5. In all cases, it applies to both the Client and Nekst IT that the hiring of an employee of the Client or an advisor deployed by Nekst IT or having work performed directly or indirectly by the advisor deployed by Nekst IT other than through an agreement with Nekst IT is only possible with the prior written consent of both parties. in connection with violation of this article, the defaulting party will, without any demand or notice of default being required, forfeit an immediately due and payable compensation to the other party of € 35,000 (thirty-five thousand euros) per event (in the case of an employee on the basis of Article 9a paragraph 2 Waadi). 

5.6. The client declares that the working conditions for the consultant deployed by Nekst IT meet the legal requirements. 

6.1. Nekst IT has the right to change these General Terms and Conditions. These changes also apply to agreements already concluded and replace the existing conditions. Nekst IT will take into account the reasonable interests of its Client. Changes come into effect thirty (30) days after written/digital notification of the content by Nekst IT to the Client. Changes that are objectively not to the detriment of the Client do not mean that the Client can terminate the agreement with Nekst IT prematurely free of charge as a result of the change(s). Premature terminations are not possible on the basis of changes that are a necessary consequence to comply with rules laid down by or pursuant to the law. 

6.2. If and insofar as mandatory legal provisions do not stand in the way, all (possible) claims against Nekst IT become time-barred by the lapse of 12 (twelve) months, counting from the day on which the claim arose, likewise any claim against Nekst IT after the expiry of a term of 18 (eighteen) months after the claim arose. 

6.3. If a situation arises between the Client and Nekst IT that is not regulated in the general terms and conditions or is unclear, this situation must be assessed in the spirit of these general terms and conditions. 

6.4. Dutch law applies to the relevant agreement/offer between Nekst IT and the Client. International regulations and treaties, such as the Vienna Sales Convention, are excluded. All disputes, including proceedings in summary proceedings, will be settled exclusively by the competent Dutch court of the Gelderland District Court, Arnhem location.