MYCS Terms and Conditions
Amsterdamseweg 397, 1182 HC
Article 1 Definitions
1.1 In these general terms and conditions, the following terms are used with the following meanings:
a. MYCS BV: the user of the general conditions, registered in the trade register of the Chamber of Commerce in Amsterdam under number 02062679.
b. Client: the other party of MYCS BV
c. Agreement: the service agreement.
d. Software: the software-as-a-service (SAAS) developed by MYCS BV, including any accompanying documentation. Software does not include any modules or components developed by third parties, even if these modules or components form an integral part of the software.
e. Services: the training, coaching and workshop services provided by MYCS BV, including any accompanying user license of software.
e. Bugs: errors in the software developed by MYCS BV. The errors referred to here must be attributable to source code written by MYCS BV and not to the lack of functions or source code.
Article 2 General
2.1 These terms and conditions apply to every offer, quotation and agreement between MYCS BV and a client to which MYCS BV has declared these terms and conditions applicable, in so far as these conditions have not been deviated explicitly and in writing / electronically (signed) by the parties.
2.2 These conditions also apply to all agreements with MYCS BV, for the execution of which third parties must be involved.
2.3 Any deviations from these general terms and conditions are only valid if explicitly agreed in writing / electronically.
2.4 The applicability of any purchase or other conditions of the client is explicitly rejected.
2.5 If one or more of the provisions in these general terms and conditions are null and void or become void, the other provisions of these general conditions remain fully applicable. MYCS BV and the client will then enter into consultation in order to agree on new provisions to replace the null and void or the to become void provisions, whereby the purpose and intent of the original provisions will be taken into account if and insofar as possible.
Article 3 Offers and tenders
3.1 The offers of MYCS BV are issued in writing / electronically. This is based on the information provided by the client. The client guarantees that, to the best of his knowledge, he provides all information required for the execution of the order. All offers are without obligation.
3.2 The quotations made by MYCS BV are without obligation, unless the offer states a term for acceptance; they are valid for 14 days, unless stated otherwise. MYCS BV is only bound to an offer if the acceptance thereof is confirmed by the other party in writing / electronically within 14 days, unless stated otherwise.
3.3 The prices in the aforementioned offers and quotations are exclusive of VAT and exclusive of any costs to be incurred within the framework of the agreement, including travel and parking costs, unless stated otherwise.
3.4 If the acceptance deviates (on minor points) from the offer included in the quotation, MYCS BV is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless MYCS BV indicates otherwise.
3.5 A composite quotation does not oblige MYCS BV to perform part of the assignment against a corresponding part of the stated price.
3.6 Offers or quotations do not automatically apply to future assignments.
3.7 An agreement is first deemed to have been legally concluded after MYCS BV has confirmed the assignment in writing / electronically.
Article 4 Execution of the agreement
4.1 MYCS BV will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
4.2 If and in so far required for the proper execution of the agreement, MYCS BV has the right to have certain work carried out by third parties.
4.3 The client shall ensure that all data, of which MYCS BV indicates that these are necessary or of which the client should reasonably understand that these are necessary for the execution of the agreement, are provided to MYCS BV in time. If the information required for the execution of the agreement is not provided to MYCS BV in time, MYCS BV has the right to suspend the execution of the agreement and / or charge the extra costs resulting from the delay to the client according to the usual rates.
4.4 If it has been agreed that the agreement will be executed in phases, MYCS BV can suspend the execution of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing / electronically.
4.5 If work is carried out by or on behalf of MYCS BV at the location of the client or a location designated by the client, the client shall provide the facilitiesreasonably desired by those employees free of charge.
Article 5 Amendment of the agreement
5.1 If it appears during the execution of the agreement that it is necessary for a proper execution to modify or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.
5.2 If the parties agree that the agreement will be changed or supplemented, the time of completion of the execution can be influenced as a result. MYCS BV will inform the client as soon as possible.
5.3 If an interim change in the assignment or order execution occurs due to the fault of the client, MYCS BV will make the necessary adjustments if the quality of the service requires this. If such an adjustment results in additional and / or less work, this will be confirmed to the client in an additional assignment.
5.4 If the change or supplement to the agreement will have financial and / or qualitative consequences, MYCS BV will inform the client in advance.
5.5 If a fixed fee has been agreed, MYCS BV will indicate to what extent the change or supplement to the agreement will result in an exceeding of this fee.
5.6 Notwithstanding paragraph 3, MYCS BV will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to MYCS BV.
Article 6 Licenses
6.1 By approval of the quotation or offer, the Client acquires one or more user licenses for services and software, which include a non-exclusive, non-transferable and personal right to use services and software.
Article 7 Contract duration; execution time
7.1 The agreement between MYCS BV and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing / electronically.
7.2 If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a strict deadline. In the event that the execution period is exceeded, the client must therefore notify MYCS BV in writing / electronically.
Article 8 Fees
8.1 For offers and agreements in which a fixed fee is offered or agreed, paragraphs 2 and 4 to 6 of this article apply. If no fixed fee is agreed, paragraphs 3 up to and including 5 of this article apply.
8.2 Parties can agree on a fixed fee at the conclusion of the agreement.
8.3 If no fixed fee is agreed, the fee will be determined on the basis of actual hours worked. The fee is calculated according to the usual hourly rates of MYCS BV, applicable for the period in which the work is performed, unless a deviating hourly rate has been agreed upon.
8.4 The fee is and any cost estimates are exclusive of VAT, unless indicated otherwise.
8.5 In the case of assignments with duration of more than four weeks, the fee and the costs owed will be charged periodically.
8.6 MYCS BV may increase the fee if it appears during the execution of the work that the originally agreed or expected amount of work was insufficiently assessed at the conclusion of the agreement, and this cannot be attributed to MYCS BV, which cannot reasonably be expected of MYCS BV to perform the agreed work at the originally agreed fee.
Article 9 Payments
9.1 Payment must be made within fifteen (15) days of the invoice date. Objections to the amount of the invoices do not suspend the payment obligation.
9.2 If the client fails to pay within the term of art. 9.1 then this is legally in default and statutory interest on the invoice amount is due without further notice of default. The interest on the due and payable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount.
9.3 All costs, both judicial and extrajudicial, relating to the collection of amounts owed by the client and not paid on time are at the expense of the client. Any collection costs are calculated in accordance with the collection rate as advised by the Netherlands Bar Association in collection cases.
9.4 In case of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of MYCS BV on the client are immediately due and payable.
Article 10 Intellectual properties, reservation
10.1 The intellectual (property) rights with regard to the software, models, techniques, instruments, software and didactic methods developed by MYCS BV rest with MYCS BV. The client only obtains the right to use the intellectual property rights, unless the parties have expressly agreed otherwise.
10.2 Publication can therefore only take place with the permission of MYCS BV. Without prior permission, the knowledge, method, approach and materials of MYCS BV for the training, education and development of others in their functioning will not be used; nor can anything be resold for any purpose whatsoever.
10.3 The client acquires the right of use of the intellectual property rights, or if agreed the intellectual property rights, only after the client has fulfilled his obligations under all agreements concluded with MYCS BV.
10.4 At all times, MYCS BV will retain the user rights over its own developed software, models, techniques, instruments, software, source code and didactic methods, all this in so far as this is not in conflict with art 14 paragraph 1.
10.5 Without prejudice to the other provisions in these general terms and conditions, MYCS BV retains the rights and authorities for which MYCS BV is entitled under the Copyright Act.
10.6 The knowledge, method, approach, software, software and materials of MYCS BV are subject to patent law, copyright and trademark law.
Article 11 Warranty, complaints
11.1 The Client is responsible for the correct functioning of SAAS software delivered under license conditions in its (work) environment.
11.2 If the software developed by MYCS BV does not function optimally within the (working) environment of the client, then during in joint consultation between MYCS BV and the client, a workable solution will be sought within a reasonable period of time.
11.3 The reasonable term referred to in the previous paragraph may be longer due to a leave that is planned by the employee of MYCS BV.
11.4 Claims for the free repair of 'bugs' only exist if the parties agree in writing / electronically with which (minimum required) hardware and software, for example operating systems, the software should work correctly with.
11.5 Under 'bug' is not understood any defect that occurs by using hardware and / or software (of third parties) about which no agreements have been made.
Article 12 Termination of the contract or cancellation to participation
12.1 Both parties can terminate the agreement if one of them is of the opinion that the execution of the order can no longer take place in accordance with the confirmed offer and any subsequent additional order specification. Termination of the agreement must be motivated and made known to the other party in writing / electronically at all times. MYCS BV will only use its authority to premature termination if due to facts or circumstances that are beyond its control or are not attributable to it, completion of the assignment cannot reasonably be required.
12.2 The client is then obliged to pay the invoices for work done up until then. The preliminary results will therefore be made available to the client with reservation. Insofar as this entails extra costs, these will be charged.
12.3 If the agreement is terminated prematurely, MYCS BV will, in consultation with the client, arrange for the transfer of work still to be performed to third parties, unless there are facts and circumstances underlying the termination that can be attributed to the client.
12.4 If the transfer referred to in paragraph 3 for MYCS BV entails additional costs, these will be charged to the client.
12.5 In the event that one of the parties becomes bankrupt, applies for suspension of payments or ceases operations, the other party has the right to terminate the assignment without observing a notice period, subject to any rights.
12.6 If the assignment, outside the sphere of influence of MYCS BV, has not been taken within the date set in the quotation, the following cancellation conditions apply:
Counselling, coaching, guidance and training: cancellation within 5 working days before the start of the activity (s) concerned: 100% of the costs as described in the offer;
Counselling, coaching, guidance and training: cancellation within 24 hours before the start: 100% of the costs as described in the offer;
Counselling, coaching, guidance and training: cancellation between 24 and 48 hours before the start: 50% of the costs as described in the offer;
Counselling, coaching, guidance and training: cancellation more than 48 hours before the start: 25% of the costs as described in the offer.
Article 13 Liabilities
13.1 MYCS BV is never liable for indirect damage, including: consequential loss, lost profit, missed savings and damage due to business stagnation as a result of use and / or application of our services.
13.2 MYCS BV will only be liable up to a maximum amount, equal to the license costs, fees and / or fixed fee owed and paid by the client for the relevant (partial) order, for the damage suffered and to be suffered by the client, which is due to or the non-fulfilment, late or improper performance by MYCS BV of the obligations arising from the assignment.
13.2 The limitations of liability do not apply if the damage is due to intent or gross negligence of MYCS BV.
13.3 The client is obliged to indemnify MYCS BV against claims by third parties for compensation of material and immaterial damage, which directly or indirectly results from the services and / or goods provided by MYCS BV or from defects in the services delivered under the responsibility of MYCS BV and / or goods.
Article 14 Force majeure
14.1 The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and that neither under the law, a legal act nor generally accepted for their account.
14.2 Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which MYCS BV can not exert influence, but as a result of which MYCS BV is unable to fulfil the obligations.
Article 15 Confidentiality
15.1 Both parties are obliged to confidentiality when it comes to keeping all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
15.2 The client will therefore, without the permission of MYCS BV, not communicate to third parties about the approach of MYCS BV, its working method and the like, or make its education, training, coaching and coaching materials and software and licenses available to third parties. .
15.3 If, on the grounds of a statutory provision or a court order, MYCS BV is obliged to provide confidential information to third parties designated by the law or the competent court, and MYCS BV cannot rely on a legal or competent court recognized or allowed right of change, then MYCS BV is not obliged to compensation and the other party is not entitled to dissolution of the agreement on the grounds of any damage caused by this.
Article 16 Disputes
16.1 The judge in the place of business of MYCS BV is exclusively authorized to take cognizance of disputes, unless the cantonal judge is competent. Nevertheless, MYCS BV has the right to submit the dispute to the competent court according to the law.
16.2 The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 17 Applicable laws
17.1 Dutch law applies to every agreement between MYCS BV and the client.
Article 18 Change and location of the conditions
18.1 These terms and conditions have been filed at the office of the Chamber of Commerce in Amsterdam.
18.2 Applicable is always the last registered version or the version that applied at the time of the conclusion of the agreement.
Article 19 Final provisions
19.1 These General Terms and Conditions of MYCS BV apply with the exclusion of any conflicting provisions contained in or in connection with the agreements or the General Terms and Conditions of the client.
December 1st 2018, Amstelveen
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