General Terms

The following registered terms and conditions apply to all our deliveries and services. We also have general purchasing conditions for suppliers, which can be requested from the Chamber of Commerce.

Article 1: Applicability

1.1 These terms and conditions apply to all quotations, agreements, execution of assignments, and deliveries by NetCare, including any amendments thereto. 1.2 Deviations from these terms and conditions are only valid if confirmed in writing by NetCare. 1.3 All quotations issued by NetCare and the prices and conditions stated therein are entirely without obligation and non-binding. 1.4 Assignments are only binding if confirmed in writing by NetCare.

Article 2: Pricing

2.1 All prices are exclusive of VAT. 2.2 If a fixed price has been agreed upon, this may be deviated from if the information on which this price is based proves to be incorrect or incomplete. In that case, the price will be calculated based on a final calculation of hours and materials after consultation with the client. 2.3 All prices in quotations, price lists, brochures, and offers are subject to change.

Article 3: Delivery

3.1 If an agreed delivery time proves unachievable, the client will be notified in a timely manner. Exceeding the delivery time does not entitle the client to compensation for damages. 3.2 A delivery note signed for approval, or a form detailing the hours worked, serves as proof of the service delivery in accordance with the agreements. 3.3 If payments are outstanding past their due date, NetCare reserves the right to refuse new assignments or suspend already agreed-upon assignments until the payment obligation has been met.

Article 4: Complaints/Liability

4.1 Complaints regarding the delivered services must be reported in writing within eight days of delivery. NetCare must be given the opportunity to remedy the complaint and/or limit the damage within a reasonable period. If the client fails to do so or does not cooperate, the right to compensation for damages lapses. 4.2 If there is damage demonstrably caused by the work performed by NetCare, the client may receive compensation for this. 4.3 Only direct damage, understood as demonstrable damage to equipment or software caused by NetCare's work, will be compensated. Indirect damage, such as loss of profit, is explicitly excluded. 4.4 The amount of compensation for damages will not exceed the amount NetCare charged for the service to which the damage relates, with a maximum of three months of service provision. NetCare's liability is always limited to the amount covered by a professional liability insurance policy.

Article 5: Force Majeure

5.1 Force majeure includes, but is not limited to: natural disasters, strikes, pandemics, cyberattacks, or other unforeseen circumstances beyond NetCare's sphere of influence. 5.2 In the event of force majeure, there is no right to compensation for damages, and agreed delivery times may be postponed without the client having the right to cancel the agreement.

Article 6: Payment

6.1 Payment must be made in full within 14 days of the invoice date. If payment is not made on time, the invoice amount will be increased by an interest rate of 1% per month and €25 administration costs per reminder. All costs incurred to collect the invoice, including legal fees, are for the account of the client. 6.2 Set-off of any claim asserted by the client is excluded. 6.3 A dispute regarding the amount due must be reported in writing immediately upon receipt of the invoice. Failure to do so implies that no dispute exists.

Article 7: Termination

7.1 Agreements between parties may be dissolved without judicial intervention, provided the dissolution is confirmed in writing, if one of the parties loses the authority to dispose of their assets, such as in the event of seizure, an application for suspension of payments, or a bankruptcy filing.

Article 8: No Takeover Clause

8.1 During the assignment or its extension, as well as for one year from the termination of the assignment, it is prohibited to approach employees or freelancers working for NetCare for a direct agreement. In case of violation, the client owes an immediately due penalty of €25,000 per event without further notice or default. This penalty does not affect the other rights of both parties, including the right to compensation for damages.

Article 9: Disputes

9.1 All disputes arising from the agreement shall initially be submitted to an independent mediator. If mediation does not lead to a resolution, disputes shall be exclusively submitted to the court in ’s-Hertogenbosch, without prejudice to the right of appeal.

Article 10: Filing

10.1 These terms and conditions of delivery have been filed with the Chamber of Commerce in Eindhoven under number 17085365 and can also be consulted on the website of NetCare.