GENERAL CONDITIONS YONEGO
Yonego : Yonego B.V., Yonego Holding B.V. its subsidiaries or sister companies.
Customer : Every natural or legal person Yonego makes an offer to supply goods or services or contracting of work as well as those concluded with whom a contract for the supply of goods or services.
Agreement : Any agreement to which these general terms and conditions apply.
- These conditions apply to the exclusion of third party terms and conditions applicable to all supplies of goods or services from Yonego to the Customer, as well as all related agreements and acts.
- If any provision of these terms and conditions or the agreement is not valid, the parties will negotiate about the content of a new provision, which states the content of the original provision as closely as possible.
- All offers (quotes) from Yonego are non-committal, unless expressly indicated otherwise in writing by Yonego.
- If an offer (quote) from Yonego is accepted by the Customer, Yonego has the right to withdraw the offer or the offer within fourteen (14) days after receipt of the acceptance.
3. Prices / rates
- All prices and rates in quotations are exclusive of sales tax (VAT), unless otherwise stated.
- If prices and rates of price-determining factors, such as wages, materials, and currency fluctuations are increased, by whatever cause, Yonego is entitled to increase the price or increase the rate accordingly.
- If, at the request of, or be conducted in consultation with the Customer, work is done which is not in the original contract or order confirmation, the resulting costs will be charged at the current prices or rates at that time by Yonego.
- The specified delivery times, which are stated by Yonego, will never be regarded as a deadline. In case of late delivery, Yonego must be noticed of default electronically or in writing within fourteen (14) days, whereby Yonego will be given a reasonable time for delivery.
- Yonego is entitled to postpone new deliveries until the Customer has met all its outstanding payment obligations and the Customer of the outstanding payment has been informed.
The Customer intends all information in any form, by Yonego provided to the Customer, for internal use only. This information may not be used for any purpose other than the purpose for which the delivery is made. This information will be handled by the Customer as strictly confidential.
- Payment must be made within fourteen (14) days of invoice date, failing which the Customer of law will be in default without any notice being required.
- Based on the value date indicated on the bank statements Yonego determines the date of payment.
- The Customer is not entitled to set off amounts for which Yonego has the right to invoice and the Customer thinks he has the right to receive.
- From the moment when the Customer is in default until the date of full payment, the Customer is due to Yonego default interest of 1.5% per month.
- All costs of collection of the amount owed by the Customer, and out of court, shall be borne by the Customer. The height of the extrajudicial costs owed to Yonego is set at 15%.
- Payments from the Customer to Yonego will always be regarded as seeking to pay the outstanding invoices including interest and / or costs.
7. Intellectual property rights
- All intellectual property rights to the delivered goods remain with Yonego. The Customer is therefore not permitted to use the property of Yonego, which are protected by these rights, without authorization of Yonego, other than in the context of the normal use provided for by the Agreement. For normal use Yonego grants the Customer a non-exclusive, non-transferable license, under the conditions as stated in the Agreement and these Terms and Conditions. This license is not (also) provided to the Customer affiliates or settings unless otherwise agreed in writing.
- The Customer is not allowed any designation concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, websites, databases, equipment or materials of Yonego to remove or change.
- If and insofar as the delivered products of Yonego that uses the intellectual property of the Customer or any third party, the products remain the intellectual property of the Customer or the third party. The Customer grants Yonego permission for the use of the works for which the intellectual property rights for the purpose of execution of the Agreement. In the event the parties want to implement an agreement to use the intellectual property of a third party who is not a party to the Agreement, then the party making the proposal to use that work, care for the permission of that third .
- If the Customer infringes the intellectual property rights of Yonego and / or a third party, then the Customer is liable for any damage resulting.
- The Customer indemnifies Yonego against any liability for (alleged) infringement of those rights. In some cases Yonego has the right to suspend delivery to the Customer until clarification of the alleged infringement.
- The customer is obliged to cooperate in the delivery and to accept the delivery. In the absence of taking the goods supplied by the Customer, Yonego reserves the right to charge for any related costs to the Customer.
- Where by Yonego service / goods must be installed on hardware that is made available by the Customer, the hardware should always meet all technical requirements imposed on it by Yonego, and also that its in normal traffic requested requirements.
- Yonego shall not be liable in cases referred to in this Article for any damage caused by or to the Customer or third parties.
- The Customer acknowledges that the goods from Yonego contain confidential information and that trade secrets Yonego and the Customer undertake may not be discloses to any third parties. The Customer shall instruct its personnel accordingly and ensure that only those employees who need access to the goods due to the activities of their work have access to the goods.
- Yonego is obliged to take in relation to third party confidentiality with respect to the Customer to its data and to consider them as confidential. Yonego will accordingly instruct its staff and ensure that only those take note of the activities and data of the Customer where this is necessary by virtue of their work for Yonego.
- Yonego and Customer guarantee that all data received from each of which one knows or should know to be of a confidential nature shall remain secret, unless a legal obligation prohibits disclosure of that information. The party receiving the confidential information shall only use it for the purpose for which they were provided. Data are considered in any case as confidential if it is designated by the parties as such
10. Prohibition on transfer
Customer may not transfer the rights and obligations under the Agreement to third parties.
Customer will perform during the term of the Agreement and one year after the termination of the Agreement, no staff to work for them or hire that is employed by Yonego or in any other way Yonego work, unless otherwise agreed with Yonego. By violating this provision, the Customer is immediate and not for compensation penalty of EUR 25.000, - payable per event.
12. Force Majeure
Yonego nor the Customer is obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure means interference in telecommunications (including Internet), failure of the power supply, equipment malfunctions of Yonego, improper performance of obligations by suppliers prescribed by the Customer to Yonego well as defects in objects, materials , third party software, the use of which has been prescribed by the Customer to Yonego.
- Yonego is not liable for damages suffered by the Customer of any kind arising in connection with the delivered, unless the damage was caused by intent or gross negligence of Yonego. Under intent or gross negligence is in any case not included damage to the Customer or any third party as a result of inaccuracy or incompleteness of the information contained in the delivery.
- The Customer is aware of the limitations and risks of using the Internet or any other medium, which Customer is using now or in the future. He is familiar with the risks of the digital storage and transmission of information, including data loss. The Customer agrees that Yonego is not liable for any damage as a result of the above-mentioned risks.
- Damage to the judgment of the Customer is the result of intent or gross negligence Yonego shall as soon as possible but no later than thirty (30) days after the occurrence thereof, to be reported in writing to Yonego. Damage that is not made in writing to Yonego within this period, only then is eligible for compensation if the Customer has proved that he could not report the damage earlier.
- If and insofar Yonego is liable for a breach of the fulfillment of the Agreement, this liability is limited to direct damages up to the amount of the agreed contract price (excl. VAT) for a period of one calendar year. In no event, however, shall the total compensation for direct damage be higher than EUR 5.000, -.
- Any liability of Yonego for consequential or other indirect damages, including lost profits, lost savings, loss of data, the customer himself invested time or costs enabled without the prior written consent of Yonego, is expressly excluded.
- Yonego has the right to change these terms and conditions. Changes also apply to existing agreements. Changes go into one month after publication by means of a written notice.
- After the entry into force of the Customer is considered the changes - implicitly - to have accepted.
15. Governing Law and Jurisdiction
- The Agreement is Dutch law.
- The Court of Breda to the exclusion of other courts have jurisdiction to rule on disputes arising from the Agreement.