In these General Terms and Conditions, the following terms have the following meanings:
2.1 These general terms and conditions are applicable to all offers and agreements under which Accessibility performs work or provides services. Where reference is made to these general terms and conditions in an offer or agreement, these general terms and conditions shall be deemed to have been included verbatim in that offer or agreement and to form an integral part of it.
2.2 Accessibility may, by special schedules to these general terms and conditions, adopt further general terms and conditions which shall then apply to a particular sort of service and/or activity to be offered by Accessibility as further specified in those schedules. In the event of a difference between the provisions in these general terms and conditions and the provisions in the supplementary terms and conditions, the content of the latter terms and conditions shall prevail.
2.3 Changes to and deviations from these general terms and conditions and/or the further terms and conditions in the schedule(s) are applicable only insofar as expressly agreed by both parties in writing.
2.4 The applicability of general terms and conditions used by the Client is excluded unless Accessibility has expressly accepted those terms and conditions in writing.
2.5 A tender, quotation or any other communication made by Accessibility is not binding on Accessibility and merely represents an invitation to the Client to place an assignment. The contract between Accessibility and the Client is formed either by Accessibility's acceptance of the Assignment to perform the work from the Client, or, alternatively, by Accessibility making a de facto start on the performance of the work.
3.1 Unless stated otherwise, all prices are exclusive of value added tax (VAT) and other official levies.
3.2 The Client must pay the amounts owed by it in full within the agreed period, or within the period shown on the invoice where no payment period has been expressly agreed. If no payment period has been agreed or is stated, the Client must arrange for payment within fourteen days after the date of invoice.
3.3 If a payment period is exceeded, the Client is obliged to pay the statutory interest without any formal warning being necessary in that respect.
3.4 The Client may not offset amounts due to it against its payment obligations or suspend payment.
3.5 All judicial and extrajudicial expenses that Accessibility is obliged to incur in collecting a debt from the Client are for the Client's account.
4.1 All goods delivered to the Client remain the property of Accessibility until all the sums which the Client owes for the goods delivered or to be delivered or for work carried out or to be carried out under the contract, together with the sums referred to in article 3, including interest and debt collection costs, have been paid in full to Accessibility.
4.2 Rights are granted (or where applicable transferred) to the Client on the condition that the Client makes all the agreed payments promptly and in full.
5.1 Each party guarantees that all information of a confidential nature received from the other party both before and after the finalisation of the contract shall be kept secret. Information must in all cases be regarded and treated as confidential where it has been indicated as such.
6.1 All intellectual or industrial property rights to all materials developed pursuant to the assignment such as analyses, designs, documentation, reports, and quotations, together with the relevant preparatory materials, rest solely with Accessibility or its licensors. The Client acquires solely the rights of use and entitlements that are expressly granted under these terms and conditions or otherwise, but subject to the condition specified in article 4.2.
The Client shall not duplicate the software or other materials or make copies thereof without having first obtained Accessibility's permission to do so.
6.2 The Client is aware that the software and other materials provided contain or may contain confidential information and trade secrets belonging to Accessibility or its licensors. The Client shall keep that software and those materials confidential, shall not make them known to or available for use by third parties, and may use them solely for the purpose for which they have been provided to it. Here, third parties also include all persons employed in the Client's organisation who do not necessarily have to use the software and/or other materials.
6.3 The Client is not permitted to remove from the software or materials any indication of copyrights, brands, trade names or other intellectual or industrial property rights, including indications of the confidential nature of software and the requirement to keep it secret, or to make any changes to such indications.
6.4 Accessibility is permitted to take technical measures to protect the software. If Accessibility has secured the software using technical safeguards, the Client is not permitted to remove or bypass that security.
7.1 Where Accessibility employees are carrying out work on the Client's site, the Client shall provide the reasonable facilities requested by those employees free of charge.
7.2 Unless agreed otherwise contractually, Accessibility may at all times cause the work that is to be performed for an assignment to be carried out by third parties.
8.1 Either party may dissolve the contract (or dissolve it in part) only if the other party has first been given a proper written warning placing it in default, giving the fullest possible details and setting a reasonable period for the breach to be remedied, following which the other party nevertheless remains imputably in breach of performance of one or more of its substantial obligations under the contract.
8.2 Where a contract which does not by its nature and content terminate on its completion has been concluded for an unlimited period of time, it may be terminated by either party following proper business consultation by notice in writing stating the reason for the termination. Where no period of notice has been expressly agreed by the parties, a reasonable period of notice must be given. The parties shall not under any circumstances be obliged to pay any compensation for termination. Where the contract has been concluded for a fixed term, neither party may terminate it prematurely unless agreed otherwise in the contract or in the schedule(s) to these terms and conditions.
8.3 A party may terminate the contract in whole or in part with immediate effect by notification in writing without notice of default and without recourse to the courts if the other party is granted suspension of payment temporarily or otherwise, if a petition for bankruptcy is filed in respect of the Client, or if its undertaking is liquidated or discontinued other than for the purpose of reconstruction or company merger. Accessibility shall not under any circumstances be obliged to pay any compensation for such termination.
8.4 If the Client has already received goods or services in performance of the contract at the time of the dissolution referred to in 8.1, those goods or services and the associated payment obligations shall not be subject to cancellation unless Accessibility is in default in respect of those goods or services. Amounts invoiced by Accessibility before the dissolution in respect of what Accessibility has already performed or delivered under the contract shall continue to be owed in full subject to the provisions of the previous sentence and shall become immediately due and payable at the time of the dissolution.
9.1 In the event that one or more provisions of this contract prove void, the remaining provisions shall continue to apply. In that case the void provision in question shall be replaced by a provision differing as little as possible from the void provision and adhering as closely as possible to the purpose and intention of that provision.
10.1 Neither of the parties to a contract to which these general terms and conditions apply is obliged to comply with any obligation if it is prevented from doing so by force majeure. Force majeure shall also include non-attributable failure by Accessibility.
10.2 The parties have the right to terminate the contract by dissolving it in writing if the situation of force majeure has lasted for more than ninety days. In that case, the performances rendered under the contract shall be settled pro rata and the parties shall have no further debts towards each other.
11.1 Accessibility is not liable for any loss resulting from or in connection with the Assignment and/or Accessibility's performance of the Assignment unless the loss is due to wilful misconduct or gross negligence on Accessibility's part.
11.2 Accessibility is not liable for indirect loss, including consequential loss, loss of profit, and loss resulting from business standstill.
11.3 If, notwithstanding the provisions in paragraphs 1 and 2, Accessibility is liable for any loss at any time, that loss shall be limited to the amount that is payable for the performance of the Assignment.
11.4 The Client indemnifies Accessibility against all third-party claims made on Accessibility for liability as a result of a shortcoming in Accessibility's performance of the Assignment, except if and insofar as the Client can prove that the loss is due to a shortcoming attributable to Accessibility.
12.1 Accessibility does everything possible to ensure the quality of its products and services. If, despite this, a client or participant has a complaint regarding the quality of the service provided by Accessibility, the client or participant may submit a complaint to Accessibility in that respect. Information on the complaints procedure is available from Accessibility free of charge.
13.1 All agreements between Accessibility and the Client to which these terms and conditions apply shall be governed by Dutch law.
All disputes relating to the contract between Accessibility and the Client shall be submitted to the competent court in the district of Utrecht.
13.2 These general terms and conditions have been drawn up in Dutch and may be translated into another language. In case of conflict between the Dutch version and the translated version, the provisions of the Dutch version shall prevail.
This schedule is a schedule as specified in article 2.2 of the General Terms and Conditions of Stichting Bartiméus Accessibility, registered in Doorn and with its office at Utrechtseweg 84 in 3702 AD Zeist (hereinafter called "Accessibility"). Scope of this schedule: The following terms and conditions in this schedule are applicable only to all offers and agreements under which the Accessibility Inspection division of Accessibility accepts an assignment. By granting the assignment, the client acknowledges that it is familiar with the General Terms and Conditions and Schedule(s) and that it agrees to them.
In this Schedule C to the General Terms and Conditions, the following terms have the following meanings:
Foundation: Stichting Waarmerk drempelvrij.nl;
Seal of Approval: Waarmerk drempelvrij.nl;
Quality Scheme: The Waarmerk drempelvrij.nl Quality Scheme including the documents referring to the quality scheme;
Accessibility Inspection: The inspecting body that carries out inspections of intranet and/or Internet sites on the basis of criteria, requirements and standards developed by the Foundation as set out in the Quality Scheme for the purpose of granting the Seal of Approval to the Client, together with the inspecting body designated by the Foundation as the body empowered to award the Seal of Approval and subsequently to enter into an Inspection Agreement with the Client;
Accessibility: Stichting Bartiméus Accessibility, with its registered office at Utrechtseweg 84 in 3702 AD Zeist, of which the Accessibility Inspection division forms part;
Quotation: The quotation for the performance of inspection activities in accordance with an accompanying description, as issued by Accessibility Inspection;
The Client: The artificial or natural person who, as the owner of an Internet site, grants Accessibility Inspection the assignment to inspect an intranet and/or Internet site on the basis of the inspection requirements of the Quality Scheme for awarding the Seal of Approval, and/or the artificial or natural person who, following the award of the Seal of Approval, concludes or has concluded an Inspection Agreement with Accessibility. The artificial or natural person must be the actual provider of the intranet and/or Internet site, or must have written permission from the actual provider to apply for an inspection;
Assignment: The assignment given by the Client to Accessibility Inspection to inspect an intranet and/or Internet site in accordance with the Foundation's inspection requirements, with the object of awarding the Seal of Approval;
Contract: Any Contract in writing formed between Accessibility Inspection and the Client with the object of the award of the Seal of Approval;
Inspection Agreement: The Contract formed between Accessibility Inspection and the Client for the award of the Seal of Approval.
2.1 These General Terms and Conditions are applicable to all Assignments, Contracts and Inspection Agreements and all related Quotations and legal relations as specified in article 1 above.
2.2 Accessibility Inspection carries out all inspection work under the Assignment, Contract or Inspection Agreement on the basis of the Quality Scheme and with due regard to the provisions of the Foundation's manual which includes the articles, rules, model contracts and other documents that the Foundation has adopted and drawn up for the realisation of its object under its articles, namely "to set up, manage, and implement or arrange for the implementation of the Quality Scheme".
2.3 Information on the Quality Scheme, the inspection requirements, the operation of the standards committee and the content of the Inspection Agreement to be concluded can be found on the Accessibility website (www.accessibility.nl).
2.4 The Client guarantees the correctness, completeness and current status of the requirements, conditions and specifications provided by the Client or on its behalf regarding the work to be carried out by Accessibility Inspection and of the other details on which Accessibility bases its Quotation.
2.5 The Contract is concluded for the performance of inspection operations in order to determine the degree to which the Client's intranet and/or Internet site complies with the criteria, requirements and standards laid down for the Seal of Approval by the Quality Scheme. The Contract is concluded for one (1) year and will be tacitly renewed for further periods of one (1) year unless either party terminates the Contract by giving one month's notice of termination to the end of the then current period. The Contract will end by operation of law at such times as an Inspection Agreement as specified in article 2.6 below is concluded between Accessibility and the Client.
2.6 If the intranet and/or Internet site complies with all the criteria, requirements and standards laid down for the Seal of Approval by the Quality Scheme, the Seal of Approval can be awarded at the Client's request. An Inspection Agreement must then be concluded between the Client and Accessibility Inspection for that purpose. The Inspection Agreement is concluded in part to provide for the conduct of regular inspections (generally once per year) based on the criteria, requirements and standards laid down for the Seal of Approval by the Quality Scheme. The application for the Seal of Approval is not submitted to the Foundation until the Client has paid the fee under the Inspection Agreement as specified in article 3.1 below.
2.7 If and insofar as Accessibility Inspection finds in an inspection carried out under the Contract that the Client does not satisfy the accessibility level granted in that phase, or finds in an inspection conducted during the performance of the Inspection Agreement that the criteria, requirements and standards of the Seal of Approval are not (or are no longer) being satisfied, the Client will be given a period of 17 days to demonstrate that the awarded accessibility level has been achieved or, if applicable, that the criteria, requirements and standards of the Seal of Approval have been implemented. If the intranet and/or Internet site still does not satisfy the requirements after the above period of 17 days, the Client will be required to remove the awarded accessibility level or the Seal of Approval from its intranet and/or Internet site and other documents/means of communication within three days of being notified to that effect.
2.8 The Foundation is authorised to implement changes or, if applicable, supplements to the Quality Scheme and the Inspection requirements. Accessibility Inspection will at all times conduct its inspections on the basis of the latest versions of the Quality Scheme, the inspection requirements and other associated documents. Accessibility Inspection is not liable for any loss or damage that the Client may suffer as a result.
2.9 The Client is not entitled to transfer its rights and obligations under the Contract or the Inspection Agreement to a third party or to grant sublicences for the accessibility level or Seal of Approval awarded to it and the associated publication rights.
2.10 The Client undertakes to notify Accessibility Inspection immediately in writing or by e-mail of any major changes to the Internet site to which the inspection relates.
3.1 The Client is required to pay Accessibility Inspection a fee for the performance of the inspection work under the Contract and the Inspection Agreement. The fee is determined on the basis of time spent on services performed at hourly rates made known in advance, with or without previous cost estimates, or for an amount agreed in advance. Where an amount has been agreed in advance, costs that could not reasonably have been foreseen when the Contract/Inspection Agreement was entered into may be charged separately. If the Inspection Agreement has been concluded and the Seal of Approval awarded, the fee will also include a payment determined annually by the Foundation and paid annually by Accessibility Inspection to the Foundation for the duration of the Inspection Agreement for registration in the Foundation's register.
3.2 In the absence of a specific arrangement, Accessibility Inspection may revise its prices and rates annually as of the first of January as a result of changes to the sums payable to the Foundation as referred to in article 3.1 or otherwise.
4.1 All contracts are performed by Accessibility Inspection carefully and professionally and to the best of its understanding. Due account is taken of the criteria of the Quality Scheme in the performance of the contract.
4.2 Accessibility Inspection undertakes to preserve confidentiality towards third parties on all confidential information (i.e. all information that is known or ought to be known as being confidential in nature) that becomes known to Accessibility Inspection in consequence of the Assignment, the Contract or the Inspection Agreement.
The following information is not covered by the confidentiality obligation:
4.3 Accessibility Inspection has taken measures to ensure the confidentiality of the confidential information received by Accessibility Inspection or its employees from the Client.