General terms & conditions and privacy statement
text on General Conditions
Article 1. General.
- These terms and conditions apply to every offer, quotation and agreement between Cyprio BV, hereinafter referred to as “User”, and a Client to which the User has declared these terms and conditions applicable, to an extent that the parties have not explicitly deviated from these conditions in writing.
- The present conditions also apply to agreements with the User, for implementations of which the User must involve third parties.
- These general terms and conditions are also written for the employees of the User and his management.
- The applicability of any purchase- or other conditions of the Client is explicitly rejected.
- If one or more provisions in these general terms and conditions are at any time completely or partially invalid or should be destroyed, the other provision in these general terms and conditions will remain fully applicable. User and Client will then enter into consultation in order to agree on new provisions, taking into account as much as possible of the purport of the original conditions
- If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must be take place “in the spirit” of these provisions.
- If a situation occurs between parties that is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
- If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Quotation and offers.
- All quotations and offers from the User are without obligation, unless a period for acceptance is stated in the quotation. If no acceptance period has been set, no rights whatsoever can be derived from the quotation or offers if the product to which the quotation or the offer relates is no longer available in the meantime.
- User cannot be held to his quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The prices stated in the quotation or offer are exclusive of VAT and over government levies, any costs to be incurred in the context of the agreements, including travel and accommodation, shipping and administration costs, unless stated otherwise.
- If the acceptance (whether or not on minor points) deviates from the proposal included in the offer or quotation, then the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
- A composed quotation does not oblige the User to execute part of the commission against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration, execution times, risk-transfer, execution and modification agreement; price increase.
- The agreement between the User and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or of the parties expressly agree otherwise in writing.
- If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give the User written notice of default. The user must be offered a reasonable period to still implement the agreement.
- User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.
- User has the right to have certain work done by third parties. This applicability of the article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
- If work is performed by the User or third parties engages by the user in the context of the commission at the location of the Client or at the location designated by the Client, the Client will provide the facilities reasonably required by those employees free of charge.
- Delivery takes place from the User’s company. The Client is obliged to take delivery of the goods at the moment that they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions that are necessary for the delivery, then the User is entitled to charge waiting time or downtime costs and/or store the goods at the Client’s expense and risk. The risk of loss, damage or depreciation is transferred to the Client at the time when items are available to the Client.
- User is entitled to execute the agreement in different phases and to invoice the executed part separately.
- If the agreements is executed in phases, the User can suspend the implementation of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
- The Client ensures that all data, of which the User indicates that they are necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to the User in a timely manner. If the data required for the implementation of the agreement are not provided to the User in a timely manner, the User has the right to suspend the performance of the agreement and / or to charge the Client for the additional costs resulting from the delay in accordance with the usual rates. The execution period does not commence until the Client has made the data available to the User. The User is not liable for damage of whatever nature caused by the fact that the User relied on incorrect and / or incomplete information provided by the Client.
- If during the execution of the agreement it appears that for a proper implementation thereof it is necessary to change or supplement it, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is thereby amended in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The user will quote as much as possible in advance. In addition, the originally specified term of implementation can be changed by changing the agreement. The Client accepts the possibility of altering the agreement, including the change in price and execution time.
- If the agreement is amended, including an addition, the User is entitled to implement it only after approval has been given by the person authorized by the User and the Client has agreed to the price and other conditions specified for the implementation, including the then to be determined time at which it will be implemented. Failure or immediate implementation of the amended agreement does not constitute a default on the part of the User and does not constitute grounds for the Client to cancel or cancel the agreement.
- Without failing to do so, the User may refuse a request to amend the agreement if this could have a qualitative and / or quantitative consequence, for example for the work to be performed or the goods to be delivered in that context.
- If the Client should be in default in the proper performance of what it is obliged to the User, the Client will be liable for any damage caused directly or indirectly to the User as a result of this.
- If the User agrees a fixed fee or price with the Client, then the User is nevertheless entitled to increase this fee or price at any time without the Client being entitled in that case to terminate the agreement for that reason, if the increase in the price arises from a power or obligation under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
- If the price increase, other than as a result of a change to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Client is entitled to appeal to Title 5, Section 3 of Book 6 of the Dutch Civil Code. entitled to terminate the agreement by a written statement, unless User:
- is still prepared to execute the agreement on the basis of the originally agreed upon;
- if the price increase results from a power or an obligation imposed on the User under the law;
- if it is stipulated that the delivery will take place longer than three months after the conclusion of the agreement;
- or, upon delivery of an item, if it is stipulated that the delivery will take place longer than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement.
- User is entitled to suspend compliance with the obligations or to terminate the agreement if the Client does not, not fully or not in time, fulfil the obligations arising from the agreement, circumstances that come to the knowledge of the User give good reason to fear that the Client will not fulfil its obligations if, at the conclusion of the agreement, the Client has been requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the side the Client can no longer be expected to comply with the agreement under the originally agreed conditions.
- Furthermore, the User is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement is impossible or if circumstances differently arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be assumed of the User.
- If the agreement is dissolved, the User’s claims against the Client are immediately due and payable. If the User suspends compliance with the obligations, he retains his rights under the law and the agreement.
- If the User proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs arising in any way.
- If the termination is attributable to the Client, the User is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
- If the Client fails to fulfil its obligations arising from the agreement and justifies this non-compliance, then the User is entitled to terminate the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the Client, due to non-performance, compensation or compensation is required.
- If the agreement is terminated prematurely by the User, the User will arrange the transfer of unfinished work still to be performed to third parties in consultation with the Client. This unless the cancellation is attributable to the Client. If the transfer of the activities entails additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the User indicates otherwise.
- In the event of liquidation, (application for) a suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, of debt rescheduling or any other circumstance whereby the Client is not can freely dispose of his assets for a longer period of time, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or compensation. The User’s claims against the Client are immediately due and payable in that case.
- If the Client cancels an order in whole or in part, then the work that has been carried out and the items ordered or prepared for it will be increased by any delivery and delivery costs thereof and the working time reserved for the implementation of the agreement, be fully charged to the Client.
Article 5. Force majeure.
- User is not obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted views on his account.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all of external causes, foreseen or unforeseen, over which the User cannot influence, but as a result of which the User is unable to fulfil his obligations. This includes illness as well as strikes in the business of the User or third parties. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after the user should have fulfilled his obligation.
- User can suspend the obligations in the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
- Insofar as the User at the time of the occurrence of force majeure has partly fulfilled his obligations under the agreement or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, the User is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and costs.
- Payment must always be made within 30 days after the invoice date, in a manner to be specified by the User in the currency in which the invoice is made, unless otherwise indicated by the User in writing. Client pays for all bank or administration costs involved in payment. User is entitled to invoice periodically.
- If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe an interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the claimable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- The User is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. The User may, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. The user can refuse full repayment of the principal if the vacant and accrued interest and collection costs are not also paid.
- The Client is never entitled to set off what it owes to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who does not appeal to section 6.5.3 (articles 231 up to and including 247, book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default or omission in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. However, if the User has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs.
Article 7. Retention of ownership or title.
- The items supplied by the User under the agreement remain the property of the User until the Client has properly fulfilled all obligations arising from the agreement (s) concluded with the User.
- The items supplied by the User that fall under the retention of title pursuant to paragraph 1. may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber the property subject to retention of title in any other way.
- The Client must always do everything that can reasonably be expected of it in order to safeguard the ownership rights of the User. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform the User thereof. Furthermore, the Client undertakes to insure and to keep the delivered goods insured under retention of title against fire, explosion and water damage as well as against theft, and to provide the User with the policy of this insurance for inspection upon first request. In the event of payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Client undertakes vis-à-vis the User in advance to lend its cooperation to everything that may prove to be necessary or desirable in that context.
- In the event that the User wishes to exercise his ownership rights referred to in this article, the Client gives the User unconditional and irrevocable permission in advance to enter all those places where the properties of the User are and return them to take.
Article 8. Warranties, research and complaints, limitation period.
- The items or services to be delivered by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. For use outside the Netherlands, the Client must verify for itself whether the use thereof is suitable for use there and meet the conditions set for this. In that case, the User may set different warranty and other conditions with regard to the items to be delivered or work to be performed.
- 2. The guarantee referred to in paragraph 1 of this article applies for a period of 12 months after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User relates to an item produced by a third party, then the guarantee is limited to that provided by the producer of the item for it, unless stated otherwise.
- Any form of warranty will lapse if a defect has arisen as a result of or proceed from improper use or use after the expiry date or use of improper storage or maintenance thereof by the Client and/or third parties when, without written permission from the User, the Client or third parties have made changes to the item or have attempted to make changes to it, other items that have not been confirmed or have been modified or processed in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances over which the User cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), et cetera.
- The Client is obliged to investigate the goods supplied or have them examined, immediately as soon as the goods are made available to him or the relevant activities have been performed. In addition, the Client should investigate whether the quality and/or quantity of the delivery corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any case no later than within fourteen days, after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Client must give the User the opportunity to investigate a complaint or have it investigated.
- If the Client complains in time, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the other ordered items and what he has instructed the User to do.
- If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
- If it is established that an item is defective and a timely complaint has been made in that regard, the User will within a reasonable period of time after receipt thereof return or, if return is not reasonably possible, written notice of the defect by the Client, at the option of User, replace or arrange for its repair or pay replacement fee therefor to the Client. In the event of replacement, the Client is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.
- If it is established that a complaint is unfounded, then the costs incurred as a result, including the research costs incurred by the User as a result, will be borne in full by the Client.
- After the guarantee period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Contrary to the statutory limitation periods, the limitation period of all claims and defences against the User and the third parties involved by the User in the execution of an agreement is one year.
Article 9. Liability.
- If the User should be liable, then this liability is limited to the determinations of this provision.
- The User is not liable for damage of any nature whatsoever caused by the User relying on incorrect and/or incomplete data provided by or on behalf of the Client.
- If the User carries out work at the Client’s location and/or with the use of resources made available by the Client, then the Client is expected to meet the circumstances and available resources that are necessary for the successful execution of the work. If these conditions are not met, the User is not liable for consequential work and/or any consequential damage to the advice obtained in this way.
- If the User should be liable for any damage, then the liability of the User is limited to the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of the User is in any case always limited to the amount paid out by his insurer where appropriate in each seperate case.
- User is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to let the User compensate for the poor performance with respect to the agreement, insofar as they can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The user is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial employees.
Article 10. Indemnity.
- The Client indemnifies the User against any claims from third parties who suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than the User. If the User should be addressed by third parties on that basis, the Client is obliged to assist the User both externally and legally and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, then the User is entitled to do so without notice of default. All costs and damage on the part of the User and third parties that arise as a result, are entirely for the account and risk of the Client.
Article 11. Condifentiality and intellectual property.
- The User, and/or any third parties who carry out work for the User and the Client undertake to take all measures to ensure that the work and the provision of information, if desired, are carried out by the Client under strict confidentiality and are complied with by the parties involved.
- User or persons / companies under contract working for User and Client undertake reciprocal confidentiality vis-à-vis third parties and not use it for the benefit of third parties and themselves of all data and information that the parties involved have or still have at their disposal.
- In the event of non-compliance or violation of confidentiality, the User and the Client may dissolve the agreement entered into over and over again and, in the event of damage or loss, demand compensation equal to the directly quantifiable damage subject to the conditions set out in Article 9.
- The user reserves the rights and powers that he is entitled to under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained through the implementation of an agreement for other purposes, provided that no strictly confidential information from the Client is disclosed to third parties.
Article 12. Applicable law and disputes.
- All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The judge in the place of business of the User is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
- Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 13. Location and change of conditions
- These terms and conditions are filed with the Chamber of Commerce in Groningen. The most recent version of these conditions are also available via www.cyprio.nl or can be requested by e-mail.
- The most recently filed version or the version as it applied at the time the legal relationship with the User was established applies.
- The Dutch text of the general terms and conditions always determines the explanation thereof.
Privacy statement Cyprio BV
A. Cyprio BV (“Cyprio”) is committed to respect and protect your privacy.
- Contact Cyprio (Mr. S. Heijs) via firstname.lastname@example.org.
- Cyprio maintains all personal information as private to the best of the company’s ability. However, personal information may be disclosed under the limited circumstances described below, and by submitting your personal information, you agree that Cyprio may do so.
B. Collection of personal information.
To participate in certain activities and to obtain certain information or services offered on our web-site, you will be asked to provide varying amounts of personal information. You understand and agree that the personal information provided by you that is collected by us via our website or by e-mail correspondence can be stored on computers or servers in various jurisdictions around the world. In addition to the information you provide, Cyprio may also collect information during your visit to a Cyprio website through our automatic data collection tools, which may include web beacons, cookies, embedded web links, and other commonly used information-gathering tools. These tools collect certain standard information that your browser sends to our website such as your browser type and language, access times, and the address of the website from which you arrived at a Cyprio website. They may also collect information about your Internet Protocol (IP) address, clickstream behavior (i.e. the pages you view, the links you click, and other actions you take in connection with the Cyprio website) and viewed product services and product information. Cyprio may also use automatic data collection tools in connection with emails sent from Cyprio and therefore may collect information using these tools when you open the email or click on a link contained in the email.
C. How Cyprio uses personal information and how to “opt-out”.
Cyprio uses your personal information to better meet individual needs and to respond to specific requests for products, services and information. Cyprio reserves the right to send or call registrants or customers email communications from time to time regarding products, services, company updates or any other information considered valuable or essential to its registrants or customers. Cyprio does not intentionally send unsolicited emails to anyone who has requested that Cyprio not contact them.
When you provide personally identifiable information through a form on a Cyprio website, you have the option to opt-out to not receive any communication from Cyprio. If you opt-in and change your mind at any time, you may tell the company that you do not wish to receive any messages by sending an email to email@example.com or by following the “unsubscribe” instructions at the bottom of any email newsletter you receive.
D. What information is shared with third parties – if applicable?
Cyprio does share non-personal, non-individual information from which individuals cannot be identified and which do not relate to individuals in aggregate form with third parties for business purposes, such as consultants and advisors to the company. Any company that Cyprio shares personally identifiable information with will have executed a confidentiality agreement, requiring that they keep all data received confidential. Cyprio will not disclose personal information to any third parties without your consent except in the following very limited circumstances:
- Cyprio may share client information with suppliers/vendors in case of quotation requests on behalf of its clients in case it is better for supplier/vendor to reply directly in response to the client’s specific inquiry with respect to vendor’s products and services. In any case, third parties/vendors cannot use or otherwise disclose any personal information provided by Cyprio except as authorized agent for the purpose of providing the products and services that client has requested.
- If needed, Cyprio will only provide those companies the information they need to deliver the service and or product related to client’s information, and they are prohibited from using that information for any other purpose.
- Legal Requirements and Investigations: Cyprio will disclose your personal information to a third party if required to do so by law or if, in good faith, Cyprio believes that such action is necessary to:
- comply with the law or with legal process;
- protect and defend the company’s rights and property or prevent fraud;
- protect the company against abuse, misuse or unauthorized use of Cyprio’s services or products; or
- protect the personal safety or property of personnel, users or the public (this means among other things that if you provide false or deceptive personal information or attempt to pose as someone else, information about you including your computer’s IP address – may be disclosed to a third party (including the recipient(s) of email) as part of any type of investigation into your actions.)
E. IP addresses and linked websites.
F. Data Protection and Information Security.
Cyprio employs industry-standard data protection and information security procedures and processes to safeguard the confidentiality of users’ personal information. Cyprio, or partners and suppliers/vendors on behalf of Cyprio, do everything in their reasonable control to protect your information. If one of Cyprio’s partners has access to or maintains sensitive personal information, the company enters into confidentiality agreements in order to ensure the privacy of such user information before sharing that information. Internally, access to all users’ and registrants’ personally identifiable information is restricted to those employees who need access in order to fulfill their job responsibilities. Furthermore, Cyprio employees who deal with user information are kept up to date on applicable security and privacy practice issues as they present themselves. Finally, the server for our website is stored in a physically secured, offsite facility. Beyond the physical security of your information, Cyprio also backs up its server and client database locally on a regular basis to prevent loss of data. While the goal is to safeguard personal information, Cyprio cannot ensure or warrant the security of any digital/analog transmission and your information is submitted at your own risk.
G. Duration of data storage.
Cyprio stores company data and client information – including personal contact details – for a duration of up to 10 years after termination of activities/contract. Thereafter, only technical information without personal data from client or documents or data-sheets produced by Cyprio are maintained. Any other information including personal data will be deleted in any form (hardcopy and/or digital). In case client information including personal contact details is shared during a tender process but Cyprio did not win the contract, the client data is stored for a duration of maximal 2 years. Thereafter, any personal information details are deleted in any form. In case of training activities/evaluation of training results and supply of course certificates, any personal data obtained during the course of a training (e.g., name, date of birth and place of birth) for providing a training certificate is deleted from our servers and mail system after two weeks after delivery of the certificate to client.
H. Sale of assets.
Cyprio may transfer its database, including personal information contained therein, to a third party who acquires all or substantially all of the assets of Cyprio whether by merger, acquisition, disinvestment reorganization or otherwise.
J. Review, modify or delete and your information.
If you prefer not to receive information from us or would like to update or change your personal information or preferences, follow the instructions below to review, modify or delete your personal information. To modify the information you have provided during registration, please send an email to: firstname.lastname@example.org. To unsubscribe from an email, please respond to any email you receive with the subject “unsubscribe” or follow the instructions in the applicable email newsletter you receive. If you request your registration or personal information to be deleted or if you unsubscribe from communications, we may maintain information about business transactions for record keeping purposes.
If you have a data privacy complaint, please contact us by email at: email@example.com.