This is an English translation provided for convenience. In case of any difference in meaning, the Dutch version prevails.
1. Definitions
MeyerIT: Meyer IT BV, with its registered office in Oosteind, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 95864393.
Client: the party that engages MeyerIT to perform services.
Engagement: the services agreed between the parties, as laid down in a quotation, engagement confirmation or framework agreement.
2. Applicability
These terms and conditions apply to all quotations, engagements and agreements between MeyerIT and the client. Purchasing or other terms and conditions of the client are expressly rejected, unless MeyerIT has accepted their applicability in writing.
Deviations apply only if they have been agreed in writing. What is laid down in the quotation or engagement confirmation takes precedence over these terms and conditions. If a provision is void or voidable, the remaining provisions remain in full force.
3. Quotations and formation of the agreement
Quotations are without obligation and valid for thirty days, unless stated otherwise. An agreement is concluded at the moment the client accepts the quotation in writing or by e-mail, or at the moment MeyerIT commences performance with the client’s consent.
4. Performance of the engagement
MeyerIT performs the engagement to the best of its knowledge and ability, and with the care that may be expected of a competent contractor. MeyerIT’s obligation is a best-efforts obligation, unless a result has been promised expressly and in writing.
Stated time periods are indicative and do not count as strict deadlines, unless agreed otherwise in writing.
5. Use of third parties
MeyerIT may engage third parties in performing the engagement. In doing so, MeyerIT remains the client’s point of contact and remains responsible for the quality of the work delivered.
6. Cooperation by the client
The client ensures that MeyerIT has timely access to the information, access, systems and availability of staff required for performance. If that cooperation is not forthcoming, MeyerIT may suspend performance and charge the resulting costs.
The client warrants the accuracy and completeness of the data it provides, including where those data originate from third parties.
7. Rates and payment
Rates are stated in euros and are exclusive of VAT and exclusive of travel and accommodation costs, unless stated otherwise. Work is in principle invoiced on the basis of time spent, unless a fixed price has been agreed.
Invoicing takes place monthly in arrears. Payment must be made within 30 days of the invoice date, without set-off or suspension.
If the payment term is exceeded, the client is in default by operation of law and owes the statutory commercial interest, as well as the extrajudicial collection costs. MeyerIT may suspend the work for as long as a due and payable invoice remains unpaid.
MeyerIT may adjust the rates annually. Changes are announced at least one month in advance.
8. Additional work
Work outside the agreed scope counts as additional work. MeyerIT reports additional work in advance and carries it out only after the client’s approval.
9. Term and termination
Engagements for a fixed term end by operation of law. Engagements for an indefinite term may be terminated by either party, subject to a notice period of one month. Notice of termination is given in writing or by e-mail.
Either party may dissolve the agreement with immediate effect if the other party is in a state of bankruptcy, has been granted a suspension of payments, or continues to fail attributably after notice of default. In that case, work already performed will be settled.
10. Liability
MeyerIT’s liability for attributable failures is limited to the amount paid out in the case concerned by MeyerIT’s professional or business liability insurance, plus the excess. If the insurance does not pay out, liability is limited to the amount invoiced for the engagement concerned in the three months preceding the event causing the damage, with a maximum of fifty thousand euros per event.
MeyerIT is not liable for indirect damage, including consequential damage, loss of profit, missed savings, reputational damage, loss of data and damage due to business interruption.
These limitations do not apply in the event of intent or wilful recklessness on the part of MeyerIT.
A claim lapses if it has not been reported to MeyerIT in writing within twelve months of its discovery.
11. Force majeure
In the event of force majeure, the obligations are suspended. If the force majeure lasts longer than sixty days, either party may dissolve the agreement without being liable for compensation. Work already performed will be settled.
12. Confidentiality
Both parties keep confidential information secret, including after the end of the engagement. Confidential information includes in any event all information about systems, security, access rights and business operations whose confidentiality may reasonably be assumed.
Given the nature of the work, this obligation applies in full to findings about vulnerabilities in the client’s environment. MeyerIT shares such findings exclusively with the contact persons designated by the client.
13. Intellectual property
Rights to reports, architectures, models and documentation produced by MeyerIT are vested in MeyerIT. The client obtains a non-exclusive, non-transferable right of use for its own organisation, after payment in full.
MeyerIT remains free to use the general knowledge, methods and experience gained during performance for other engagements, provided that no confidential information of the client is shared in doing so.
14. Personal data
If MeyerIT processes personal data on behalf of the client in the course of performance, the parties will conclude a data processing agreement. The processing of data via this website is governed by the privacy statement.
15. Hiring of personnel
During the engagement and for twelve months thereafter, the client will not employ specialists engaged by MeyerIT, nor otherwise have them work for it, except with MeyerIT’s prior written consent.
16. Governing law and disputes
All agreements are governed by Dutch law. Disputes are submitted to the competent court of the District Court of Zeeland-West-Brabant, unless mandatory law prescribes otherwise.
Company details
Meyer IT BV
Provincialeweg 155-A, Oosteind
Chamber of Commerce (KvK): 95864393
E-mail: info@meyerit.nl
Telephone: +31 6 4186 9062