Terms & Conditions

Article 1. Definitions

In these General Terms and Conditions, the following terms are defined as stated below:

1. Company : La Boîte à Pourquoi, established in Hoofdweg 140-II, 1057DA, Amsterdam, Chamber of Commerce no. 85312428
2. Parts: Company and Customer together
3. Customer: the party which Company has entered into an agreement with
4. Agreement: the written Agreement amount Parts to the accomplishment of (an) Assignment(s) and the conditions that apply to such accomplishment(s).
5. Assignment: part of the Agreement, consisting of particular services as provided by Company in favour of the Customer.

Article 2. Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services by or on behalf of Company.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parts expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the Customer or of third parties.

Article 3. Offer and Agreement

1. Offers and Agreement from Company are without engagement unless expressly stated otherwise.
2. All prices used by Company are in euros, without VAT (BTW) and exclusive of any other costs such as administration costs, unless expressly stated otherwise or agreed otherwise.
3. An offer or Agreement is valid for a maximum period of 2 months 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 Agreement will lapse.
4. Company is entitled to change the fees in an offer and quote in the event of a change of laws or VAT that impacts the price mentioned.
5. Upon acceptance of the offer or quote by the Customer, Company will distribute the Agreement. The Agreement commences as soon as Customer returns a signed version to Company or approves of the Agreements digitally.
6. In the event that Parties have agreed that Customer will prepay (part of) the total amount quoted by Company prior to the start of the Assignment(s) and prepayment is due though still unpaid, Company is entitled to dissolve the Agreement. Section 16.2 will apply accordingly.

Article 4. Fees

1. For its services, Company charges hourly rates and/or fixed fees. The applicable rates or fees are defined in the offer or quote from Company.
2. In the event that no fixed fees are agreed, Company charges the hourly rate as published on the offer or quote of Company, and/or the Agreement.
3. In the event that Company charges an hourly rate for an Assignment, Company will usually provide Customer with an estimation of the amount of hours required to fulfil this Assignment. This estimation, however, is an indication only that can never be interpreted or understood as a maximum or an agreed amount of hours.
4. In its offers or quotes, Company will clarify what Assignment(s) will be carried out against which rate. In the event that, due to changes in circumstance, Assignment or (at) the Customer’s request, the fulfilment of the Assignment(s) has led to the execution of extra work, this extra work will be charged based on the hourly fees as defined in Company’s offers and quotes and/or the Agreement.

Article 5. Payments

1. The Customer must pay the invoice of Company within 14 days, unless parties have made other agreements about this or if the invoice has a different payment term.
2. 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 Company having to send the Customer a reminder or to put him in default.
3. The timing and frequency of payment will be stipulated in the offer or quote and/or Agreement.
4. Company reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
5. In the event that and as long as Customer has not fulfilled all its payment obligations, all goods, documents and files that Customer has provided Company with, as well as the result(s) of any Assignment(s) (such as, though not limited to, contracts, advices, letters), shall remain property of Company.

Article 6. Consequence of late payment

1. If the Customer does not pay within the agreed term, Company is entitled to charge from the day the Customer is in default, whereby a part of a month is counted for a whole month.
2. When the Customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Company.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the Customer does not pay on time, Company may suspend its obligations until the Customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Customer, the claims of Company on the Customer are immediately due and payable.
6. If the Customer refuses to cooperate with the performance of the agreement by Company, he is still obliged to pay the agreed price to Company.

Article 7. Suspension of obligations by the Customer

The Customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Article 8. Settlement

The Customer waives his right to settle any debt to Company with any claim onCompany.

Article 9. Performance of the agreement

1. Company executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Company has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the Customer.
4. It is the responsibility of the Customer that Company can start the implementation of the agreement on time.
5. If the Customer has not ensured that Company can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the Customer.

Article 10. Duty to inform by the Customer

1. The Customer shall make available to Company all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
2. 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.
3. If and insofar as the Customer requests this, Company will return the relevant documents.
4. If the Customer does not timely and properly provide the information, data or documents reasonably required by Company and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the Customer.

Article 11. Duration of the agreement

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 Company a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Article 12. Intellectual Property Rights

1. Company retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, methods, concepts or other information, quotations, images, recordings, sketches, etc., unless parties have agreed otherwise in writing.
2. Within the framework of the Agreement(s) between Parts, and subject to full payment for all relevant services and Assignments, Company provides Customer with the right to use the material that Company produced for Customer, such as, but not limited to, the concepts, documents, advices, methods and reports, for the purpose for which they were produced by Company. Except for in the context of its normal use as stipulated in the previous sentence, Customer is not allowed to copy, multiply, spread, forward or offer the services of Company or the materials Company has prepared, including but not limited to concepts, documents, advices, methods and reports, or to make these public in any way, directly or indirectly.
3. Customer is not allowed to remove or modify any trademark, sign of copyright or any other sign added by Company from any material by Company, or to modify or imitate these. Customer shall never harm or unjustifiably benefit from the reputation of the Intellectual Property Rights of Companyi.
4. The Customer may not copy or have copied the intellectual property rights without prior written permission from Company, nor show them to third parties and/or make them available or use them in any other way.

Article 13. Penalties

If the Customer violated the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Company an immediately due and payable fine of € 5000, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.

1. No actual damage, prior notice of default or legal proceeding are required in forfeiting the fine referred to in the first paragraph of this article.
2. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Company including its right to claim compensation in addition to the fine.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Company including its right to claim compensation in addition to the fine.

Article 14. Complaints

1. The Customer must examine a product or service provided by Company as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the Customer could reasonably expect from the agreement, the Customer must inform, in writing, Company of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. The Customer gives a description as detailed as possible of the shortcomings so that Company is able to respond adequately.
4. The Customer must demonstrate that the complaint relates to an agreement between the parties.
5. If a complaint is related to ongoing work, this can in any case not lead to Company being forced to perform other work than what has been agreed.

Article 15. Liability of La Boîte à Pourquoi

1. Company is only liable for any damage the Customer suffers if and insofar as this damage is caused by intent or gross negligence.
2. If Company is liable for any damage, it is only liable for direct damages that result from or are related to the execution of an agreement.
3. Company is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Company is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company, the amount of the liability is limited to the (part of the) invoice to which the liability is related.
5. In no event shall Companyi ever be liable for any amount in excess of the total the amount charged by Company for an Assignment, in the last 6 months prior to the date on which the damages came into existence, which amount will never exceed the amount that the liability insurance of Company compensates Company for.
6. Every right of the Customer to compensation from Company 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 of the Dutch Civil Code.

Article 16. Cancellation

1. The Customer has the right to dissolve the agreement if Company 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.
2. In the event that the Customer wishes to cancel the Agreement, while Company has already started working on the Assignment(s), the Customer is obliged to compensate Company for all damages suffered by Company resulting from this cancellation. These damages include losses incurred by Company, lost profit and the costs already made by Company, including charges for time and materials spent on the Assignment.
3. If the fulfilment of the obligation by Company is not permanent or temporarily impossible, dissolution can only take place after Company is in default.
4. Company 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 Company good grounds to fear that the Customer will not be able to fulfil his obligations properly.

Article 17. Force majeure

1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Company in the fulfilment of any obligation to the Customer cannot be attributed to Company in any situation independent of the will of Company, 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 Company.
2. 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, or other third parties, unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Company cannot fulfil one or more obligations towards the Customer, these obligations will be suspended until Company can comply with it.
4. 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.
5. Companyi does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Article 18. Transfer of rights

1. The Customer cannot transfer its rights deferring from an agreement with Company to third parties without the prior written consent of Company.
2. This provision applies as a clause with a proper law effect as referred to in Section 3.83(2) of the Dutch Civil Code.

Article 19. Personal Data

1. In the event that the Customer makes available to Company any personal data in the execution of the Assignment, Company qualifies as processor in the sense of the General Data Protection Regulation. This means that Company may process personal data on behalf of the Customer, who qualifies as controller. The Customer defines the purposes and means of the collection and processing of personal data.
2. The Customer represents and warrants that the assignments and instructions given to Company in connection with the processing of personal data are legitimate and do not infringe any rights of data subjects or other third parties.
3. The Customer is responsible with regards to the personal data as provided to Company. All personal data provided by the Customer to Company is and shall remain to be exclusively owned by the Customer.
4. Company is never liable for any damages that third parties, in particular data subjects, suffer in the event that the Customer fails to fulfil its obligations under the any privacy laws, including the General Data Protection Regulation. In this regard, the Customer indemnifies Company for all damages that Company suffers or may suffer.
5. More information on your data privacy with Company can be found on www.laboiteapourquoi.com/privacy-policy.

Article 20. Changes in the general terms and conditions

1. Company is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in the content will be discussed by Company with the Customers in advance as much as possible.

Article 21. 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.

Article 22. General provisions

1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Company is established is exclusively competent in case of any disputes between parties unless the law prescribes otherwise.
3. These General Terms and Conditions will remain in full force in the event that Company fully or partially changes name, legal form or owner.