These are the terms and conditions of Netach (Netach). Netach is a Dutch company, registered with the Chamber of Commerce (Kamer van Koophandel) under number: 62978985.

If you have any questions about these conditions, please contact us via the contact form on the website.

Netach reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.

1.1        Article 1 – Services

We offer the following services: maintaining and updating supplied software, software engineering, automation and mechanical engineering.

1.2        Article 2 – Applicability of these General Terms and Conditions

These terms and conditions apply to every offer, proposal and assignment between Netach and you (Client). On request, Netach shall send these terms and conditions to you, free of charge.

1.3        Article 3 – Establishment of the Assignment

The assignment shall be deemed established when Client consents to the service or at the start of a subscription or service contract.

1.4        Article 4 – Proposals and Offers

1. All offers and proposals from Netach are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
2. If the Client provides Netach with certain information, Netach may assume that the provided information is correct and will base the proposal on that information.

1.5        Article 5 – Pricing

1. Netach can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
2. In case Netach has raised prices due to the circumstances referred to in the previous section, the Client has the right to annul the assignment. The Client will be charged for costs incurred for working hours or the execution of parts of the assignment. The Client in such case has no right to compensation or damages.
3. An offered price does not include expenses for Netach and does not include taxes or levies by the authorities.

1.6        Article 6 – Payment and Collection Charges

1. Client must pay within thirty days after the invoice date. Netach shall send an invoice weekly or if mutually agreed per delivery phase.
2. If the payment by Client is due, he will automatically be in default (verzuim), without a notice of default (ingebrekestelling) being required. In case of default, Client owes Netach the statutory interest (in case he is a consumer) or alternatively the statutory commercial interest plus 1%. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
3. If Client does not pay in time, he shall immediately be in default. He will then be due to Netach all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
   1. 15% on the first € 2,500;
   2. 10% on the part that remains thereafter, up to € 5,000;
   3. 5% on the part that remains thereafter, up to € 10,000;
   4. 1% on the part that remains thereafter, to € 200,000;
   5. 5% on the remaining part, whereby the total collection fees are maximized to € 6,775.
4. Any outstanding amounts by the Client are immediately payable in the following cases:
   1. Client fails to pay within the payment term;
   2. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
   3. Client (company) is dissolved or liquidated;
   4. Client (private individual) is placed under guardianship or deceased.

1.7        Article 7 – Duration

1. Client and Netach enter into the contract for an indefinite period of time, unless Parties agree otherwise.
2. For an assignment of an indefinite term, the following notice periods apply:
   • Netach can terminate the agreement per every first day of the month. The notice period is one month. Netach terminates the agreement by means of a signed letter.
   • The Client can terminate the agreement per every first day of the month. For the Client a notice period is one month. The Client terminates the agreement by means of a signed letter. In this letter he must specify the reason for cancelling the agreement.
   • Parties can terminate an agreement at any given time by mutual consent.

1.8        Article 8 – Third Parties

Netach may involve third parties to (partially) perform the activities. The following articles of the Dutch Civil Act (Burgerlijk Wetboek  do not apply:

• 7:404 (execution by a certain person);
• 7:407 sub 2 (joint and several liability);
• 7:409 (death of a certain person).

1.9        Article 9 – Execution of the Assignment

1. Netach shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
2. Netach may execute the assignments in different phases and send separate invoices on the different phases.
3. If Netach performs the assignment in different phases, Netach may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
4. Client shall timely provide Netach with all information or material, required for the execution of the assignment.
5. If Client does not provide the material or information in time, Netach may suspend the execution of the assignment and charge the additional costs, resulting from the delay. Netach is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

1.10    Article 10 – Changes of the Assignment

1. If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
2. If parties agree on altering the assignment, Netach may raise or lower the price. If possible, Netach shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
3. Netach may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.

1.11    Article 11 – Suspension, Dissolution

1. Netach may temporarily suspend the execution of the activities if he cannot comply because of force majeure.
2. If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
3. Netach may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Netach for damages.

1.12    Article 12 – Termination in the Interim

1. If Netach cancels the assignment in the interim, Netach shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Netach, these costs shall be borne by Client.
2. Netach may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
   1. Client fails to pay within the payment term;
   2. Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
   3. Client (the company) is dissolved or liquidated;
   4. The occurrence of circumstances in which Client can no longer freely dispose of his capital.

1.13    Article 13 – Force Majeure

1. Netach is not obliged to comply in the event of force majeure.
2. Netach may suspend the obligations, coming from the assignment, for as long as the force majeure continues. If this period lasts longer than 2 weeks, both parties may dissolve the assignment, without being obliged to pay compensation.
3. If Netach complied with a part of its obligations, and that part has an independent value, Netach may charge that part to Client.

1.14    Article 14 – Retention of title

1. Everything supplied by Netach shall remain the property of Netach until Client has fully fulfilled all its obligations.
2. Client must do everything he can reasonably do to secure the properties of Netach.
3. If Netach wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Netach to enter all places where the properties are located, so that Netach can take them back.

1.15    Article 15 – Examination

1. Client shall examine the result of the assignment when the assignment is finished. Client shall examine if the quantity and the quality of the result is in accordance with the agreement.
2. Client shall notify Netach in writing within fourteen days after completion of the assignment, of any visible defects or shortcomings. Client shall notify Netach in writing within thirty days on shortcomings or defects that are invisible at first sight. The notification must contain a detailed description of the shortcoming.

1.16    Article 16 – Complaints

1. Client shall notify Netach in writing of any complaints within one month after detection (or –on invisible shortcomings– after he could have detected it).
2. A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
3. If Client does not notify Netach timely, Client is not entitled to any recovery, replacement or compensation.
4. If it is established that the complaint is justified and the notification by Client thereof was timely delivered, Netach shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
5. If it is established that a complaint is not justified, Client shall compensate Netach for made expenses (like research costs).

1.17    Article 17 – Liability

1. Netach is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Netach.
2. Netach is not liable for any damages resulting from Netach due to incorrect or incomplete information provided by Client.
3. The liability of Netach shall never exceed the amount paid by its insurer.
4. If Netach’s professional liability insurer does not cover the damages, Netach’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €500,00.
5. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

1.18    Article 18 – Privacy Statement

Netach protects your personal data well. You can find our privacy statement on our website.

1.19    Article 19 – Limitation Period

The limitation period on all claims and defenses against Netach is one year.

1.20    Article 20 – Indemnification

1. Client indemnifies Netach from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Netach.
2. If third parties address Netach to be liable for damages resulting from the execution of the assignment, Client shall support Netach both judicial and extrajudicial and Client shall do what may be expected from him.
3. If Client does not provide the support described in paragraph 2, Netach may take the actions it deems required. All expenses and damages made by Netach in this respect shall be borne by Client.

1.21    Article 21 – Intellectual Property

1. Unless expressly agreed otherwise in writing in advance, Netach reserves all rights to plans, documents, pictures, drawings, programming, creations and related information, made by Netach, remain property of Netach. This also applies if related expenses are charged or when these are improved, later on.
2. Client can only copy the aforementioned properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by Netach.
3. Client and Netach shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Netach. If parties do not agree on further terms concerning the licenses, Netach grant Client a non-transferrable license to use the works, made by Netach (like: software, designs, illustrations or any other creation), for an indefinite period of time.

1.22    Article 22 – Non-Disclosure

1. Netach shall not disclose any of Client’s information to third parties, unless Netach is required by a statutory or professional obligation to disclose the information.
2. Netach shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Netach and the information can be of importance.
3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Netach, whether they are in writing or not.

1.23    Article 23 – Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

1.24    Article 24 – Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the provisions of these terms and conditions shall prevail.

1.25    Article 25 – Applicable Law

Dutch law.

1.26    Article 26 – Competent Court

The Court of Oost-Brabant.