General Terms
and Conditions

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always indicated with a capital letter, are used in the following meaning.

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1. Automagency: the user of these general terms and conditions, located at Keizersgracht 482, 1017 EG Amsterdam, registered in the Trade Register under Chamber of Commerce number 78034973.
2. Client: any legal entity or natural person acting in the course of a profession or business, with whom Automagency has entered into or intends to enter into an Agreement.
3. Parties: Automagency and the Client jointly.
4. Agreement: any agreement between the Parties under which Automagency has undertaken to provide Services to the Client.
5. Services/Service Provision: the services to be provided by Automagency in the context of the Agreement, including but not limited to advisory services with regard to and the realization of automations and further developments thereof within the organization of the Client, including implementation, support, and maintenance of Software. The specific Services to be provided in the context of the Agreement are solely determined by what the Parties have expressly and in writing agreed upon.
6. Term Agreement: an Agreement pursuant to which, by its nature and/or purpose, the Parties have committed themselves to continuous, recurring, or successive performances for an indefinite period, such as in the case of support and/or maintenance of Software and/or further development of the realized automations.
7. Software: software advised by Automagency as part of the Service Provision, maintained by Automagency and/or with respect to which Automagency provides support. In agreements regarding the delivery of Software, Automagency is not a party; Software is acquired by the Client from third parties at its own expense and risk.
8. In Writing: written communication, communication by email or any other means of communication that can be considered equivalent to this with regard to the state of the art and generally accepted views in society.

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ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to any offer from Automagency, any concluded Agreement, and all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Client, referred to by any name whatsoever, is expressly rejected.
3. Deviation from the provisions of these general terms and conditions can only be made expressly and in writing. If and to the extent that what the Parties have expressly and in writing agreed upon deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed upon shall apply.
4. Annulment or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to reach a replacement arrangement with regard to the affected provision. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.

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ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

1. Any offer from Automagency to enter into an Agreement is non-binding, even in the event that a term for acceptance is stated therein. An offer from Automagency can be revoked by Automagency at any time immediately after acceptance by the Client.
2. The Client cannot derive any rights from an offer from Automagency that contains an obvious mistake or error.
3. Every Agreement is concluded, without prejudice to the provisions of paragraph 1, at the moment the offer from Automagency is accepted by the Client, in the manner designated for this purpose by Automagency, if any.

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ARTICLE 4. | DURATION, TERMINATION AND CANCELLATION OF AGREEMENTS

1. The Agreement ends upon completion of the Services or upon expiration of the expressly and in writing agreed term, unless it concerns a Term Agreement.
2. A Term Agreement is entered into for an indefinite period. The Parties may expressly and in writing agree to amend the content of a Term Agreement. In such a case, both the content of the Services and the agreed monthly fee may be changed. The changes apply until a new change has been agreed upon in accordance with the above or the Term Agreement has been terminated by notice of termination in accordance with the provisions of the following paragraph.
3. A Term Agreement ends by termination by email no later than ten days before the invoice date of the next monthly invoice that would follow if no termination had taken place. Termination by the Client must be done via info@automagency.nl. If termination has not taken place in a timely manner, the Term Agreement ends after the end of the next monthly term.
4. If the Client cancels the Agreement prematurely or does not observe the applicable notice period, the Client remains fully liable for the compensation that it would also owe if Automagency had been able to fully perform the Agreement.

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ARTICLE 5. | OBLIGATIONS OF THE CLIENT IN GENERAL

1. The Client guarantees that it will provide Automagency, whether or not at the request of Automagency, with all information that is reasonably relevant for the design and execution of the Agreement, in a timely, complete, and in the manner prescribed by Automagency, if any. The Client is responsible for the accuracy of this information. Automagency is never liable for damage caused as a result of incorrect or incomplete information provided by the Client.
2. The Client must always provide Automagency with all necessary cooperation for the execution of the Agreement, including but not limited to granting all powers and authorizations necessary for proper execution of the Agreement. The Client is also obliged to inform Automagency as soon as possible of all facts and circumstances that become known, whether or not after the conclusion of the Agreement, and which it reasonably knows are of influence on the timely and/or proper execution of the Agreement. The Client shall take all reasonable measures to optimize the execution of the Agreement.
3. If employees, such as network administrators or managers within the organization of the Client, or third parties engaged by the Client are involved in the execution of the Agreement, the Client guarantees that these persons are available to Automagency in a timely manner and that they provide all cooperation necessary to enable proper execution of the Agreement.

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ARTICLE 6. | EXECUTION OF THE SERVICES IN GENERAL

1. Unless expressly and in writing agreed otherwise, the Services are provided remotely. If and to the extent that it has been expressly and in writing agreed that the Services will be provided at the location of the Client or at another location designated by the Client and agreed upon by the Parties, the Client must ensure the correct and timely execution of all facilities, provisions, and other conditions necessary for proper execution of the Services. Furthermore, the Client must ensure, at its own expense and risk, that the persons employed by Automagency at the location of the execution of the Services have free access to electricity and other facilities reasonably necessary.
2. If the Client fails to fulfill its obligations as referred to in the previous paragraph or as provided for in Article 5, Automagency, without prejudice to the provisions of the remaining part of these general terms and conditions, is entitled to suspend the execution of the Agreement and/or charge the Client the additional costs resulting from the delay.
3. Automagency provides the Services to the best of its knowledge and ability. However, to the extent that the nature or purpose of the Service Provision does not preclude this, Automagency is committed exclusively to a best efforts obligation and cannot guarantee the results that the Client aims to achieve by entering into the Agreement.

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ARTICLE 7. | THIRD PARTIES

1. Automagency is entitled to fully or partially assign the execution of the Service Provision to third parties and involve third parties in the execution of the Agreement. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. Automagency will exercise the care of a good contractor in the execution of the Agreement and in the selection of other persons to be engaged by it.
2. These general terms and conditions are also stipulated for the benefit of any third parties to whom Automagency assigns the execution of the Service Provision in whole or in part. Therefore, these third parties, to the extent that the right to performance of the provisions cannot exclusively be reserved for Automagency by their nature or intent, can invoke the provisions of these general terms and conditions against the Client as if they were themselves a party to the Agreement instead of Automagency.
3. It is possible that the third parties involved by Automagency in the Service Provision may want to limit their liability in this respect. Automagency assumes, and if necessary stipulates hereby, that the Agreement concluded with it includes the authority to accept such liability limitations on behalf of the Client.

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ARTICLE 8. | TERMS

1. Any execution periods to which Automagency has committed itself towards the Client are indicative, non-fatal terms.
2. Automagency will not be in default before the Client has given Automagency written notice of default, in which notice a reasonable period for performance is stated and Automagency has still not complied with the performance after the expiration of the last-mentioned period.
3. Default on the part of Automagency entitles the Client to dissolve that part of the Agreement to which the default relates, but never entitles the Client to additional damages.

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ARTICLE 9. | SOFTWARE

1. Software or licenses thereto must be purchased by the Client at its own expense and risk from the respective Software provider. Automagency is not a party to such commitments. In order to maintain the realized automations, the Client must continue to fulfill any continuing commitments entered into with the aforementioned third parties. Automagency advises Software to the best of its knowledge and ability but is never liable for errors and deficiencies of the suppliers of the Software, nor for the cessation of the exploitation of Software by the respective supplier. Interruption, errors, or other defects of Software and the cessation of the exploitation of Software by the respective supplier will never be considered a default on the part of Automagency.
2. For the use of Software, the Client is bound by the license conditions applied by the supplier of the Software. The Client must comply with the aforementioned license conditions, failing which the Client will indemnify Automagency against all third-party claims in this regard.

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ARTICLE 10. | FORCE MAJEURE

1. Automagency is not obliged to fulfill any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act, or generally accepted views.
2. If the force majeure situation makes the fulfillment of the Agreement permanently impossible, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If Automagency has already partially fulfilled its obligations when the force majeure situation occurs or can only partially fulfill its obligations, it is entitled to invoice the already performed or performable part of the Agreement separately as if it were an independent Agreement.
4. Damage caused by force majeure shall never be eligible for compensation, without prejudice to the application of the previous paragraph.

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ARTICLE 11. | SUSPENSION AND DISSOLUTION

1. Automagency is, if the circumstances of the case reasonably justify it, entitled to suspend the execution of the Agreement or to dissolve the Agreement with immediate effect, if and to the extent that the Client does not fulfill its obligations under the Agreement, or if after the conclusion of the Agreement Automagency becomes aware of circumstances that give good grounds to fear that the Client will not fulfill its obligations.
2. If the Client is declared bankrupt, has applied for a moratorium, or if any of its assets are seized, Automagency is entitled to dissolve the Agreement with immediate effect, unless the Client has already provided adequate security for the payment(s) due under the Agreement.
3. The Client is never entitled to any form of compensation in connection with the right of suspension or dissolution exercised by Automagency on the basis of this article.
4. The Client is obliged to compensate Automagency for the damage suffered as a result of the suspension or dissolution of the Agreement.

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ARTICLE 12. | PRICES AND PAYMENTS

1. Unless expressly stated otherwise, all prices stated by Automagency are exclusive of VAT and other government levies.
2. Automagency is entitled to adjust its prices periodically. Price adjustments will be communicated to the Client at least one month in advance.
3. Automagency is entitled to demand full or partial advance payment of the agreed fee. Automagency is not obliged to (further) execute the Agreement until the requested advance payment has been made.
4. Payment must be made within the specified term on the invoice. If no payment term is stated, payment must be made within 14 days after the invoice date.
5. If the Client fails to pay on time, the Client is in default by operation of law. From the day that the Client is in default, the Client owes interest on the outstanding amount equal to the statutory commercial interest rate. In addition, all judicial and extrajudicial costs necessary to obtain the amounts owed by the Client are borne by the Client.

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ARTICLE 13. | LIABILITY AND INDEMNIFICATION

1. Automagency is not liable for damage resulting from a failure in the performance of the Agreement, except and to the extent that the damage is the result of intent or deliberate recklessness on the part of Automagency.
2. Should Automagency be liable for any damage, its liability is limited to compensation for direct damage up to a maximum of the amount invoiced under the Agreement, or at least that part of the Agreement to which the liability relates.
3. Direct damage is exclusively understood to mean:
   • the reasonable costs for determining the cause and extent of the damage, to the extent that the determination relates to damage within the meaning of these terms and conditions;
   • any reasonable costs incurred to have the defective performance of Automagency comply with the Agreement, to the extent that these can be attributed to Automagency;
   • reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these terms and conditions.
4. Automagency is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
5. The Client indemnifies Automagency against all third-party claims that are related to the execution of the Agreement.

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ARTICLE 14. | INTELLECTUAL PROPERTY

1. Unless the work delivered by Automagency is explicitly a software license, all intellectual property rights to the work developed or made available under the Agreement, including but not limited to analyses, designs, documentation, reports, quotations, and preparatory materials thereof, rest exclusively with Automagency or its licensors.
2. The Client only obtains the rights of use and powers that are expressly granted by these terms and conditions or otherwise expressly and in writing. In all other respects, the Client will not reproduce or disclose the works or other materials.
3. Automagency is permitted to use the knowledge gained through the execution of the Agreement for other purposes, provided that no confidential information of the Client is disclosed to third parties.

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ARTICLE 15. | FINAL PROVISIONS

1. Automagency is entitled to amend these terms and conditions. Amendments will take effect at the announced effective date. Automagency will send the amended terms and conditions to the Client in a timely manner. If no effective date has been communicated, amendments towards the Client will take effect as soon as the Client has been informed of the amendment.
2. In case of any disputes arising from the Agreement or these terms and conditions, the Parties will first attempt to reach an amicable solution in consultation. If consultation does not lead to a solution, the disputes will be submitted to the competent court in the district where Automagency is established, unless mandatory law dictates otherwise.
3. Dutch law exclusively applies to all legal relationships between the Parties.