The General Terms and Conditions of Keesing Reference Systems B.V.
Download Keesing’s full terms & conditions here:
- These Conditions apply to and form an integral part of all offers made by Keesing and to all Agreements between Keesing and the Client.
- The Client is considered to have accepted the Conditions by issuing a written or verbal order and/or by entering into an Agreement or other document evidencing the existence of its commercial relationship with Keesing.
- The applicability of any conditions used by the Client is explicitly excluded.
- Keesing is entitled to unilaterally modify the Conditions. These amendments will take effect thirty (30) days after Keesing has notified the Client of the amendments. If the Client does not accept these amendments and notifies Keesing of this in writing within the aforementioned period of thirty (30) days, this shall be regarded as a cancellation (in Dutch: “opzegging”) of the Agreement by the Client, whereby the Agreement shall be discontinued (in Dutch: “beëindigd”) with immediate effect.
Offer, ordering and conclusion of Agreement
- All offers and quotations issued by Keesing are free of engagement even if they specify a deadline for acceptance or period of validity, and can be revoked by Keesing at any time. All offers and quotations issued by Keesing are valid for a maximum of thirty (30) days, unless agreed otherwise in writing.
- Keesing is entitled to reject and withdraw any offer made that has been accepted by a Client within 2 (two) Business Days after receipt of the Client’s acceptance of such an offer as a result of which an Agreement has not been concluded.
- The Agreement is concluded at the moment written acceptance of this order has reached Keesing and Keesing has not revoked this order within the period stated in paragraph 2 of this article.
- Unless explicitly agreed otherwise in writing, all prices charged by Keesing are excluding VAT, other duties imposed by the government, costs for administration, delivery, installation, assembly and any other additional costs.
- Notwithstanding article 2 paragraph 4, Keesing retains the right to change its prices at any time, including but not limited to an annual indexation based on the service prices indexation for IT commercial services (category 62 Computer consulting and related services, in Dutch: “Bedrijfstakken/branches (SBI 2008), 62 IT-dienstverlening”)as published by the CBS.
- Price changes are applicable from the moment indicated by Keesing.
- If the Client does not agree to a price change, the Client is entitled to cancel (in Dutch: “opzeggen”) the Subscription in writing in accordance with the provisions of article 13 paragraph 1.
Invoicing and payment
- Invoicing is done by Keesing before delivery of the Product. Subscriptions will be invoiced for the full subscription period in advance unless agreed otherwise in writing.
- Payment of any invoice by the Client is due within thirty (30) days after the invoice date.
- Payments made by the Client are first settled with any interest and costs due before settlement with the longest outstanding and claimable invoices.
- If the Client disputes an invoice, the Client must do so in a substantiated manner and must supply Keesing with underlying documents and must do so within ten (10) days after receipt of the invoice. Failure to submit a dispute regarding an invoice in a timely manner shall result in the loss of all rights of the Client in this respect. If the Client disputes an invoice, parties will negotiate in good faith on how to resolve this issue.
- The Client is not permitted to set off any amount due to Keesing with any amount due by Keesing to the Client nor is the Client allowed to suspend any of its obligations under the Agreement.
- The deadline for payment as defined in paragraph 2 of this article 5 is a fixed date (in Dutch: “fatale termijn”). If payment is not made on time, the Client is in default with immediate effect and the Client owes Keesing:
- the statutory commercial interest, according to Section 6:119a Dutch Civil Code (“DCC”), from the expiry date of the invoice; and
- amount due under the Agreement, without prejudice to Keesing’s right to invoice the Client for the actual costs incurred by Keesing andall costs incurred by Keesing in connection with the (extra)judicial collection of the amount due by the Client, including but not limited to legal costs, with a minimum of 15% of the without prejudice to Keesings other rights in connection with the Client’s default.
- Unless explicitly stated otherwise, all intellectual property rights and similar rights, including but not limited to copyrights, trade mark rights, data base protection rights and neighbouring rights in connection with the Product belong exclusively to Keesing.
- Nothing in these Conditions shall give the Client any right, title or interest in the Product, other than the right to use the Product in accordance with the Agreement. The Client shall not claim ownership of the Product and the Client acknowledges that Keesing is the exclusive and sole owner of any intellectual property rights and similar rights related to the Product.
- Except as otherwise specifically set forth herein, or in a separate writing signed by Keesing, the Client acknowledges and agrees that any modifications, enhancements, updates, error corrections or other changes to the Product performed by Keesing shall belong exclusively to Keesing.
- The Client is not entitled to disclose copy or to publish originals or copies of any Product delivered by Keesing without Keesing’s explicit prior written consent thereto. The Client is not entitled to use the Product for a different purpose or to make the Product available to persons other than those for whom the relevant Products are intended. This prohibition includes the explicit or tacit permission of the aforementioned acts.
- In case of infringement of any of the rights referred to in this article 10, the Client shall forfeit an immediately payable penalty of € 25,000 (twenty five thousand euros) for every infringement and for every week that the infringement continues, without prejudice to other rights Keesing may have, including the right to terminate (in Dutch: “ontbinden”) the Agreement and/or full compensation of the damage suffered.
- If the Client notices that a third party is infringing Keesing’s rights referred to in paragraph 1 of this article 10, the Client shall immediately inform Keesing thereof in writing. The Client itself shall not take any action against such an infringement without Keesing’s prior written consent. If Keesing decides to take any action against the infringing party, the Client shall at Keesing’s request fully cooperate with such action, on Keesing’s expenses.
- The Client is not permitted to change or remove any indications of rights, brand, trademarks or trade names of Keesing or third parties made in or on Products and/or Documentation or data carriers.
Term and termination
- Unless explicitly agreed otherwise, all Subscriptions are for a term of 1 (one) year. The starting date of the subscription is indicated in the Agreement. Unless either party notifies the other party of cancellation (in Dutch: “opzegging”) by email at least 1 (one) month before the end of a term, the Subscription automatically continues for another year.
- Subject to the previous paragraph 1 of this article and by way of derogation from Section 6:265 DCC, Keesing is entitled to terminate (in Dutch: “ontbinden”) the Agreement with immediate effect, without judicial intervention, by way of a written notification if the Client fails to fulfil one (1) or more of his obligations under the Agreement or fails to do so in time or in full.
- Furthermore, Keesing is entitled to terminate (in Dutch: “ontbinden”) the Agreement at any time with immediate effect by way of a written notification without further prior notice of default, if:
- the Client is granted a suspension of payments (be it provisional or otherwise) or the Client is declared bankrupt or the Client files for bankruptcy; or
- the Client submits a request for a debt rescheduling; or
- property of the Client is subject to an attachment order and this attachment is upheld for longer than two (2) months; or
- the Client discontinues its business either partially or wholly or in any other way winds up and/or substantially changes or passes on to third parties its business activities; or
- the Client or Keesing itself is subject to a change of control; or
- the Client starts with running a business that (partly) competes with Keesing’s business and/or Keesing Products.
- In the case that Keesing ceases the Product to which the Agreement relates, Keesing is entitled to cancel (in Dutch: “opzeggen”) the Agreement with immediate effect by way of a written notification and without being liable for any damages.
- In case of cancellation (in Dutch: “opzegging”) or termination (in Dutch: “ontbinding”), all amounts due by the Client are immediately and wholly payable. If Keesing terminates the Agreement based on paragraph 4 of this article, Keesing will provide the Client with a pro-rata refund of any amounts paid by Client in advance relating to periods after such termination provided that Keesing itself is not in a situation as described under paragraph 3 a) up to and until d) of this article 13.
- Keesing shall not be liable for any damage incurred by the Client as a result of a cancellation (in Dutch: “opzegging”) or termination (in Dutch: “ontbinding”) in accordance with this article, without prejudice to Keesing’s right to full indemnity as a result of non-fulfilment by the Client of its obligations and without prejudice to other rights Keesing may have.
Use of Digital Products
- The Client is obliged to use and maintain the Digital Product, data carriers, supporting devices and electronic media provided by Keesing with due care and in compliance with the recommendations and instructions which are given by or on behalf of Keesing. The Client will only permit authorized persons within its organisation to use the Digital Product, data carriers, supporting devices and/or electronic media provided by Keesing.
- Keesing is at all times entitled to provide the Client with further instructions regarding the use of the Digital Product, data carriers, supporting devices and/or electronic media. The Client is obliged to accept and comply with such instructions.
Methods of payment
For payments to Keesing Reference Systems by bank transfer please use the following bank account details:
P.O. Box 94374
1090 GJ AMSTERDAM
Account number: 10.64.23.916
Please include your customer and invoice number in your payment instructions. If you wish to pay by cheque, please add an amount of EUR 15 to the total invoice amount. If you wish to pay by credit card please call us at +31 (0)20 7157800, or send us your credit card details via fax +31 (0)20 7157888 or e-mail. We accept VISA, AMEX and MasterCard.
Keesing Technologies is registered at the Dutch Chamber of Commerce under registration number: 33230429