414 Terms and Conditions
Last updated: 19 July 2023
Main Provisions
Definitions
FourOneFour B.V..: established in Utrecht, Chamber of Commerce no. 82210217.
Customer: The party which FourOneFour b.v. has entered into an agreement with through the Proposal.
Software providers: AirTable, Coda, TypeForm, Intercom, Stacker and Zapier.
Services: Transmission of the deliverables as specified in the Proposal to the customer.
Parties: FourOneFour b.v. and customer together.
Consumer: A customer who is an individual acting for private purposes.
Applicability
These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products, by or on behalf of FourOneFour B.V..Parties can only deviate from these conditions if they have explicitly agreed upon in writing.The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Offers and Quotations
Offers and quotations from FourOneFour B.V. are without engagement, unless expressly stated otherwise.An offer or quotation is valid for a maximum period of 1 month from its date unless another acceptance period is stated in the offer or quotation.If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.Offers and quotations do not apply to repeated orders unless the parties have agreed upon this explicitly and in writing.
Acceptance Procedure
Upon acceptance of a quotation or offer without engagement, FourOneFour B.V. reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
Verbal acceptance of the customer only commits FourOneFour B.V. after the customer has confirmed this in writing (or electronically). Acceptance of the offer or quotation can be achieved through:
1- Payment Confirmation: The acceptance of an offer shall be confirmed upon successful payment processing by Chargebee or any other designated payment gateway. Upon receipt of the payment amount of the first invoice for the specified Products, FourOneFour B.V. shall initiate the delivery or provisioning of the Products.
2- Express Acceptance: If the client explicitly communicates their acceptance of the offer through a written communication, such as an email or signed agreement, within the acceptance period, this action shall serve as an acceptance of the offer.
Prices
All prices used by FourOneFour B.V. are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
FourOneFour B.V. is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.The parties agree on a total price for a service provided by FourOneFour B.V.. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
FourOneFour b.v. is entitled to deviate up to 10% of the target price. If the target price exceeds 10%, FourOneFour b.v. must let the customer know in due time why a higher price is justified. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
FourOneFour b.v. has the right to adjust prices annually.
FourOneFour b.v. will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with FourOneFour b.v. if he does not agree with the price increase.
Payments and Payment Terms
The customer is responsible for activating the subscription and paying the first month of the subscription before the kick-off meeting.
The customer will only receive log-in details to the FourOneFour Platform once the payment has been received on FourOneFour's account.Payment terms are considered as fatal payment terms.
This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without FourOneFour B.V. having to send the customer a reminder or to put him in default.
This can result in FourOneFour B.V. delaying the kick-off meeting date until the payment has been effectuated.
Penalty Clauses
Consequences of late payment
If the customer does not pay within the agreed term, FourOneFourB.V. is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to FourOneFour B.V..
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, FourOneFour B.V. may suspend its obligations until the customer has met his payment obligation.In the event of liquidation, bankruptcy, attachment, or suspension of payment on behalf of the customer, the claims of FourOneFour B.V. on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by FourOneFour B.V., he is still obliged to pay the agreed price to FourOneFour B.V..
Right of recovery of goods and services
As soon as the customer is in default, FourOneFour b.v. is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
FourOneFour B.V. invokes the right of recovery by means of a written or electronic announcement.As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the data concerned to FourOneFour B.V., unless the parties agree to make other arrangements about this.
The costs for the collection or return of the data are at the expense of the customer.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Retention of title
FourOneFour B.V. remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to FourOneFour B.V. under whatever agreement with FourOneFour B.V. including of claims regarding the shortcomings in the performance.
Until then, FourOneFour B.V. can invoke its retention of title and take back the goods.Before the property is transferred to the customer, the customer may not pledge, sell, dispose of, or otherwise encumber the products.
If FourOneFour B.V. invokes its retention of title, the agreement will be dissolved and FourOneFour B.V. has the right to claim compensation, lost profits, and interest.
Right of retention
FourOneFour B.V. can appeal to his right of retention of title and retain the products sold by FourOneFour B.V. to the customer until the customer has paid all outstanding invoices with regard to FourOneFour B.V., unless the customer has provided sufficient security for these payments.
The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to FourOneFour B.V..
FourOneFour B.V. is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Settlement
The customer waives his right to settle any debt to FourOneFour b.v. with any claim on FourOneFour B.V.The parties to this agreement can settle any conflict or transgression of the contract through the conclusion of a settlement agreement.
For the purposes of this agreement, all amounts paid pursuant to an agreement in settlement of any condemnation or breach of obligations shall be deemed to constitute an award made in such proceeding.
If any settlement is reached during a mediation or other alternative dispute resolution method, the settlement will not be legally binding until it has been recorded in writing and signed by or on behalf of the parties.
Delivery Clauses
Delivery If the agreed price is not paid on time, FourOneFour B.V. has the right to suspend its obligations until the agreed price is fully paid.
In the event of overdue payment, the customer is automatically in default, and hereby he cannot object to late delivery by FourOneFour B.V..
Delivery period
Any delivery period specified by FourOneFour B.V. is indicative and does not give the customer the right to dissolution or compensation if this period is not met with unless the parties have expressly agreed otherwise in writing.
The delivery period starts after the customer has signed the agreement to FourOneFour B.V.. and is confirmed in writing or electronically by FourOneFour B.V.
to the customer.Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless FourOneFour B.V. cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.
Actual delivery
1 - The customer must ensure that the actual delivery of the products ordered by him can take place in time.
2 - The actual delivery date of the services is the day when i) the services are accepted by the customer, ii) five days after FourOneFour b.v. has informed the customer that the services have been performed in accordance with the terms and conditions thereof, or iii) the customer takes the services, or a part thereof, into operational or commercial use.
Performance Clauses
Performance of the agreement
FourOneFour B.V. executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
FourOneFour B.V. has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that FourOneFour B.V. can start the implementation of the agreement on time.
If the customer has not ensured that FourOneFour B.V. can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Access
Subject to the terms and conditions of this contract, FourOneFour B.V. grants the customer a limited, non-exclusive, revocable, non-transferable license for the time-period specified to access of its services.
The consumer will gain access to FourOneFour B.V.’s online accounts through the use of the consumer’s Internet enabled device, his ISP, his Password, and his User ID.The online accounts can be accessed 24 hours a day, seven days a week.
However, availability of the services may be suspended for brief periods of time for the purposes of maintenance, updating and revising of the softwares.
The FourOneFour B.V. Platform is hosted by third-party software-providers accessed remotely by the customer.
The customer grants a license to FourOneFour B.V. for storing, using, and copying the customer’s data, as well as to create derivative works thereof.The customer is prohibited from copying, modifying, reselling, or redistributing the services.
Any breach by any person who obtained access to the data from the customer’s log-in constitutes a breach by the customer.
Manipulation of Data
FourOneFour B.V. provides qualitative and quantitative data analysis to provide the customer with the deliverables specified by the customer in the Chargebee check-out portal.
FourOneFour B.V. uses third-party software-providers to manipulate and analyse the customer’s data, so as to provide the agreed upon deliverables.
FourOneFour B.V. ensures that the third-party providers are all compliant with all legal requirements set by the EU and national legislators on measures to ensure data privacy, network and system security, product-, organisational and information-, and application-security (clarification of such measures can be found on third-party providers’ website through the hyperlink in the Definition of ‘Software providers’).
Guarantee
When parties have entered into an agreement with services included, these services only contain best effort obligations for FourOneFour B.V., not obligations of results.
The warranty does not apply in the event of normal wear and tear, changes made to the product, negligence, or improper use by the customer, or when the cause of the defect cannot clearly be established.
The customer warrants that he owns or has obtained all rights, consents, permissions, or licenses necessary for the full access to FourOneFour B.V.’s platform services.
The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, or are at least in the power of the customer or of a third party who receives the product for the benefit of the customer.
Duty to inform by the customer
The customer shall make available to FourOneFour B.V. all information, data, and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, FourOneFour B.V. will return the relevant documents.
If the customer does not timely and properly provide the information, data or documents reasonably required by FourOneFour b.v. and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the service agreement
The agreement between FourOneFour B.V. and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement, or the parties have expressly agreed otherwise in writing.
If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing.
If this term is exceeded, the customer must give FourOneFour B.V. a written reasonable term to terminate the activities before it may either terminate the contract or claim damages.
Cancellation of the contract for an indefinite period of time
The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of two months.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of one month.
Ownership and Liability Clauses
Intellectual property
FourOneFour B.V. retains all intellectual property rights (including copyright, patent rights, trade mark rights, design, and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written permission from FourOneFour b.v., nor show them to third parties and / or make them available or use them in any other way.
Confidentiality
The client keeps any information he receives (in whatever form) from FourOneFour B.V. confidential.
The same applies to all other information concerning FourOneFour b.v. of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to FourOneFour B.V..
The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
The obligation of secrecy described in this article does not apply to information:
- which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
- which is made public by the customer due to a legal obligation (e.g., disclosures to ensure compliance with the SFDR (Sustainable Finance Disclosure Regulation) and the EU Taxonomy.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of one years after the end thereof.
Penalties for Breach of Confidentiality
If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of FourOneFour B.V. and immediately due and payable fine of €1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of FourOneFour B.V. including its right to claim compensation in addition to the fine.
Transfer of rights
The customer cannot transfer its rights deferring from an agreement with FourOneFour B.V. to third parties without the prior written consent between FourOneFour b.v. and the customer.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) DutchCivil Code.
Indemnity
The customer indemnifies FourOneFour B.V. against all third-party claims that are related to the products and/or services supplied by FourOneFour B.V..2.
FourOneFour B.V. shall only be liable hereunder for its own gross negligence, wilful misconduct, or bad faith.
Joint and several Client liabilities
If FourOneFour b.v. enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to FourOneFour b.v. under that agreement.
Notwithstanding any other provisions herein, the customer shall be responsible for its own liabilities, debts, and contracts, and FourOneFour B.V. does not assume and shall not be responsible for any such debt, liability, contract, or other obligation.
Liability of FourOneFour B.V.
FourOneFour B.V. is only liable for any damage the customer suffers if and insofar as this damage iscaused by intent or gross negligence.
If FourOneFour B.V. is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
FourOneFour B.V. is never liable for indirect damages, such as consequential loss, lost profit, lost savings, damage to third parties, or reputational loss.
If FourOneFour B.V. is liable, its liability is limited to the amount paid by a professional liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the customer to compensation from FourOneFour B.V. shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly.
This does not exclude the provisions in article 6:89 Dutch Civil Code.
Contractual Notices Clauses
Contractual Notice
The customer must examine a product or service provided by FourOneFour b.v. as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expectfrom the agreement, the customer must inform FourOneFour b.v. of this as soon as possible, but inany case, within 1 month after the discovery of the shortcomings.
Consumers must inform FourOneFour b.v. of this within two months after detection of theshortcomings.
The customer gives a detailed description as possible of the shortcomings, so that FourOneFour b.v. isable to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to FourOneFour b.v. being forced to perform other work than has been agreed.
Giving notice
1 - The customer must provide any notices of default, requests, demands and other communications to FourOneFour b.v. in writing, either by sending it through email to FourOneFour b.v.
2 - It is the responsibility of the customer that a notice of default actually reaches FourOneFour b.v., and that it does so in due time.
3 - Notices or communications by the customer need to be duly signed by the party giving such notice.
4 - Delivery in due time of notices or communications by the customer entails the day of delivery if delivered personally or electronically.
Hardship and Alteration Clauses
Dissolution
The customer has the right to dissolve the agreement if FourOneFour B.V. imputably fails in the fulfilment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfilment of the obligations by FourOneFour b.v. is not permanent or temporarily impossible, dissolution can only take place after FourOneFour B.V. is in default.
FourOneFour b.v. has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give FourOneFour B.V. good grounds to fear that the customer will not be able to fulfil his obligations properly.
Force majeure
In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of FourOneFour b.v. in the fulfilment of any obligation to the customer cannot be attributed to FourOneFour b.v. in any situation independent of the will of FourOneFour b.v., when the fulfilment of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from FourOneFour b.v. .
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; unexpected and prolonged malfunctioning of any of the softwares utilised for the generation of FourOneFour b.v’s services, computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises, resulting in FourOneFour b.v.’s inability to fulfill one or more obligations towards the customer, these obligations will be suspended until FourOneFour b.v. can comply with it.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
FourOneFour b.v. does not owe any (damage) compensation in a situation of force majeure, even if ithas obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
FourOneFour b.v. is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by FourOneFour b.v. with the customer in advance asmuch as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Consequences of nullity or annullability
If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what FourOneFour B.V. had in mind when drafting the conditions on that issue.
Law, Jurisdiction and Attribution Clauses
Applicable law and competent court
Dutch law is exclusively applicable to all agreements and disputes between FourOneFour b.v. and the customer.
The Dutch court in the district where FourOneFour b.v. is established is exclusively competent in case of any disputes between parties unless the law prescribes otherwise.
Entire Agreement
This agreement (together with the other agreements and documents being delivered pursuant to or in connection with this agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
Alternative Dispute Resolution
All disputes arising in connection with the present agreement, or further agreements resulting there from, shall be settled in accordance with Arbitration Rules of the Netherlands Arbitration Institute.
The definition of ‘all disputes’ encompasses all claims, controversies and disagreements arising out of this agreement.The proceedings shall be conducted in the English or the Dutch language.
Attribution
These terms and conditions were created using a document from Rocket Lawyer(https://www.rocketlawyer.com/nl/nl).
