Article 1 - Definitions

Surging Agency, located in Amsterdam is recognized as a service provider in these general terms and conditions.

The counterparty of the service provider is indicated in this general condition as the client

Parties are service provider and client together.

The agreement means the agreement for the provision of services between the parties.

​

Article 2 - Applicable general conditions

These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.

Deviation from these conditions is only possible if this is expressed and determined in writing by the parties.

The agreement always contains inspection obligations for the service provider, not result obligations.

​

Article 3 - Payment

Invoices must be paid within 14 days of the invoice date, although other agreements have been made in writing that a different payment term has been stated on the invoice.

Payments are made without any reliance on suspension of setoff by transferring the amount due to the bank account number or paypal account specified by the service provider.

​

Article 4 - Offers and quotations

The offers of the service provider are valid for a maximum of 1 month, unless a different period of acceptance is stated in the offer. If the offer is not accepted within the specified period, the offer will expire.

Delivery times in quotations are indicative and do not give the client the right to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.

Offers and quotations do not automatically apply to repeat orders. Parties must agree this explicitly and in writing.

​

Article 5 - Prices

The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.

The prices of goods are based on the known cost prices at that time. Increases in this, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may lead to price increases.

With regard to the service provision, parties can agree a fixed price when concluding the agreement.

If no fixed price has been agreed, the rate with regard to the services can be determined on the basis of the hours actually spent. The rate is calculated according to the service provider's usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed upon.

If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate up to 10% from this. if the target price is to be more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel a part of the assignment that is above the target price plus a 10% outcome.

​

Article 6 - Price indexing

The prices and hourly rates agreed upon entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually from 1 July.

Adjusted prices, rates and hourly wages are communicated to the client as soon as possible.

​

Article 7 - Provision of information by the client

The client makes all information that is relevant for the execution of the assignment available to the service provider.

The client is obliged to provide all data and documents that the service provider believes are necessary for the correct execution of the assignment, in a timely manner and in the desired form and in the desired manner.

The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment dictates otherwise.

The client indemnifies the service provider against any damage in any form whatsoever arising from non-compliance with the first paragraph of this article.

If and insofar as the client requests this, the service provider returns the relevant documents.

If the client does not make the data and documents required by the service provider available, or does not do so in time or properly, and the execution of the order is delayed as a result, the resulting additional costs and additional fees will be borne by the client.

​

Article 8 - Withdrawal of assignment

The client is free to terminate the assignment to the service provider at any time.

​

Article 9 - Execution of the agreement

The service provider implements the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

The service provider has the right to have work performed by third parties.

The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance.

It is the responsibility of the client that the service provider can start the assignment on time.

​

Article 10 - Contract duration assignment

The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

If parties have agreed a term for the completion of certain activities within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must notify the service provider in writing.

​

Article 11 - Changes to the agreement

If during the execution of the agreement it appears that for the proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and by mutual agreement.

If the parties agree on the agreement to be changed or supplemented, the time of completion of the execution may be influenced by this. The service provider will inform the client of this as soon as possible.

If the change or supplement to the agreement has financial and / or qualitative consequences, the service provider will inform the client in writing as soon as possible.

If the parties have agreed on a fixed fee, the service provider will indicate to what extent the amendment or addition to the agreement will result in this fee being exceeded.

​

Article 12 - Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of his obligations vis-à-vis clients is prevented in whole or in part, or as a result of which the fulfillment of his obligation cannot reasonably be expected of the service provider. These circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.

If a situation as referred to above occurs as a result of which the service provider cannot meet its obligations to the client, those obligations will be suspended as long as the service provider cannot meet its obligations. In the case referred to in the second paragraph of this article, the service provider is not obliged to compensate for any damage, even if the service provider enjoys any advantage as a result of the force majeure situation.

​

Article 13 - Settlement

Client waives its right to set off a debt to service provider against a claim on services.

​

Article 14 - Suspension

Client waives the right to suspend the fulfillment of any obligation arising from this agreement.

​

Article 15 - Transfer of rights

Rights of one party to this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) of the Dutch Civil Code.

​

Article 16 - Expiry of the claim

Any right to compensation from the service provider expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

​

Article 17 - Insurance

The client undertakes to adequately insure the delivered goods that are necessary for the implementation of the underlying agreement, as well as the services of the service provider that are present at the client and the goods delivered under retention of title, and to keep them insured against fire, explosion and water damage, among other things, as well as theft.

Client provides the insurance policy for inspection upon first request.

​

Article 18 - Liability for damage

The service provider is not liable for damage arising from this agreement, unless the service provider caused the damage intentionally or with gross negligence.

In the event that the service provider owes compensation to the client, the damage is no more than the fee.

Any liability for damage arising from or in connection with the implementation of an agreement is always limited to the amount that is paid out in the relevant case by the (professional) liability insurance policy / policies concluded. This amount is increased by the amount of the deductible according to the relevant policy.

The liability limitation also applies if the service provider is held liable for damage that results directly or indirectly from the malfunctioning of the equipment, software, data files, registers or other matters used by the service provider in the performance of the assignment.

The service provider's liability for damage resulting from intent or deliberate recklessness on the part of the service provider or its managerial employees is not excluded.

​

Article 19 - Client's liability

In the event that an order is issued by more than one person, each of them is jointly and severally liable for the amounts due to the service provider under that order.

If an assignment is given directly or indirectly by a natural person on behalf of a legal person, this natural person can also be a private client. This requires that this natural person can be regarded as the (co) policy-maker of the legal person. In the event of non-payment by the legal person, the natural person is therefore personally liable for the payment of the invoice, irrespective of whether or not this, at the request of the client, has been put in the name of a legal person or in the name of the client as a natural person or both of them.

​

Article 20 - Indemnity

The client indemnifies the service provider against all claims from third parties that are related to the goods and / or services supplied by the service provider.

​

Article 21 - Complaint obligation

The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.

A complaint cannot in any case result in the service provider being obliged to perform other work than agreed.

​

Article 22 - Retention of title, right of suspension and right of retention

The goods present at the client and the delivered goods and parts remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke his retention of title and take back the goods.

If the agreed amounts to be paid in advance are not or not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a question of credit default. In that case, a late delivery cannot be invoked against the service provider.

The service provider is not authorized to pledge the goods falling under his retention of title or to encumber them in any other way.

If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The item will not be delivered until the client has paid in full and in accordance with the agreement.

In case of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.

​

Article 23 - Intellectual property

Unless parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, drawing and design right, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc.

The intellectual absolute rights mentioned may not be copied, shown to third parties and / or made available or used in any other way without the written permission of the service provider.

The client undertakes to maintain the confidentiality of the confidential information made available to him by the service provider. Confidential information is in any case understood to mean what this article relates to, as well as company data. The client undertakes to impose a written confidentiality obligation on its personnel and / or third parties involved in the execution of the agreement, with a view to the provision.

Unless the parties have agreed otherwise in writing, the service provider may note his name at the bottom of the delivered product.

​

Article 24 - Non-takeover of staff

Client does not employ employees of service provider (or of companies that service provider used to implement this agreement and who have been or have been involved in the implementation of the agreement). Nor does he otherwise let them work directly or indirectly for themselves. This prohibition applies for the duration of the agreement up to one year after its termination. One exception applies to this prohibition: parties can make different agreements with each other in good business consultation. These agreements apply insofar as they have been established in writing.

​

Article 25 - Dispute settlement

Dutch law applies to these terms and conditions.

The Dutch court is authorized to take cognizance of all disputes arising from these general terms and conditions.