General Terms & Conditions – Nutmeq

1. Definitions

The following terms, indicated with an initial capital letter, hold the following meanings in this Agreement: Customer: refers to any individual or entity with whom Nutmeq BV (“Nutmeq”) has entered into an Agreement or who visits the Nutmeq website.

Service: encompasses any work, including consultancy, hosting, and support, to be performed or already performed by Nutmeq based on the Agreement. It also includes all materials and results produced that are intended for the Customer. Form: denotes a document that includes further specifications of the Service or the Product, serves as an order placement, or is used for ordering or reserving the Service or Product.

Defect: signifies a demonstrable deviation in a Product or Service from the agreed-upon properties. Intellectual Property Rights: encompasses all intellectual property rights and related rights, such as copyright, trademark, patent, design, trade name, database, and related rights, including rights to know-how and performance.

Nutmeq: refers to the entity that offers or provides Products and/or Services or shares information about them. It also includes the entity with whom the Customer has entered into an Agreement regarding those Products and/or Services.

License agreement: denotes the approved terms and conditions required for using Software.

Agreement: comprises the General Terms and Conditions, the Form, and/or any other legally applicable provisions or expressions governing the relationship between the Parties.

Party: signifies each party involved in the Agreement.

Product: encompasses any item provided, supplied, or delivered by Nutmeq based on the Agreement. It may also include products that are considered equivalent based on industry standards, including Software.

Software: refers to computer software in its broadest sense, along with any accompanying user manuals intended for its use.

Website: denotes any virtual location on the World Wide Web or similar platforms used to access or provide information. It is the means through which Nutmeq offers Products and/or Services or shares information about them.

2. General Terms and Conditions, offer, and agreement

2.1 These General Terms and Conditions are applicable to all agreements and offers made by Nutmeq for the delivery of goods and/or services to the Customer.

Any deviations from these General Terms and Conditions shall be considered valid only if explicitly agreed upon in writing.

2.2 All offers made by Nutmeq are non-binding, unless otherwise expressly stated in writing within the offer.

2.3 The applicability of any purchase or other conditions imposed by the Customer is explicitly rejected and shall not be considered binding.

2.4 In the event that any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue to be in full force and effect.

3. Communication

3.1 Unless otherwise specified by the Agreement or the law, all communication between Nutmeq and the Customer may occur electronically.

3.2 The stored version of the communication by Nutmeq shall serve as evidence thereof unless the Customer can provide contrary proof.

3.3 Electronic communication shall be deemed received on the day it was sent unless the recipient can prove otherwise. If the communication is not received due to delivery or accessibility issues with the Customer’s email inbox, it is solely the Customer’s responsibility, even if the email inbox is managed by a third party.

4. Price and Payment

4.1 All prices stated are exclusive of value-added tax (VAT) and any other government-imposed levies.

4.2 Unless otherwise agreed, Nutmeq reserves the right to annually adjust its prices and rates, effective from January 1st.

4.3 Unless otherwise specified, the Customer is required to settle invoices within 15 days from the invoice date.

4.4 In the event of late payment, Nutmeq retains the following rights: 1) without the need for prior notice or demand, to charge statutory interest on the entire outstanding amount from the due date until the date of receipt of payment by Nutmeq, and 2) to assign the debt for collection to a third party after issuing a notice of default. The Customer shall bear all costs incurred by Nutmeq and the third party in the process of collecting the outstanding amount, including legal fees, litigation costs, and extrajudicial expenses. The extrajudicial costs shall be a minimum of 15 (fifteen) percent of the outstanding sum. A notice of default in this context may be sent electronically if the Customer has opted for electronic payment or has made payment upon receipt of an electronically issued invoice.

5. Confidential Information

5.1 During the execution of the Agreement, if one Party becomes privy to confidential information belonging to the other Party, the receiving Party shall only utilize such information for the purpose of fulfilling the Agreement. Access to this information shall be limited to individuals who require it for that specific purpose. The Parties shall ensure that such individuals are bound by employment contracts and/or confidentiality agreements to maintain the confidentiality of the information.

5.2 Confidential information shall not include information that was already publicly available at the time it became known to the receiving Party, information that subsequently becomes public without the involvement of the receiving Party, or information that the receiving.

Party obtained from a third party without any obligation of confidentiality imposed, and where such a third party was not obligated to maintain confidentiality either.

6. Reservation of Ownership and Transfer of Risk

6.1 All goods delivered to the Customer shall remain the property of Nutmeq until all agreed-upon amounts, as well as the amounts referred to in Article 4.4, including interest and collection costs, have been fully paid to Nutmeq.

6.2 The risk of loss or damage to the items covered by an agreement shall be transferred to the Customer when they come under the actual control of the Customer or any designated representative acting on behalf of the Customer.

7. Intellectual or Industrial Property Rights

7.1 The Intellectual Property Rights pertaining to all Products or Services provided by Nutmeq under the Agreement shall remain with Nutmeq or with the third party from whom Nutmeq has obtained the right to provide (a part of) these Products or Services to the Customer. In relation to Software and other eligible Products and Services, Nutmeq grants the Customer a non-exclusive and nontransferable right of use, subject to the condition that the Customer has fulfilled all payment obligations under the Agreement unless explicitly stated otherwise in the License Agreement.

7.2 Nutmeq shall indemnify the Customer against claims from third parties alleging infringement of Intellectual Property Rights or other unlawful acts related to the Products or Services provided under the Agreement. The Customer shall promptly notify Nutmeq of any such claims and grant Nutmeq full freedom to negotiate, settle, or defend such claims. If necessary, the Customer hereby grants Nutmeq an irrevocable power of attorney to conduct defense proceedings in court and out-of-court settlements.

7.3 Nutmeq’s indemnification obligation shall cease if the alleged infringement is caused by changes made to the Products or Services by the Customer or a third party on behalf of the Customer, the combination of the Products or Services with items not provided by Nutmeq, or the use of the Products or Services in a manner inconsistent with their intended purpose.

7.4 The Customer warrants that the provision of equipment, software, or materials to Nutmeq for the purpose of use or processing does not infringe upon the rights of third parties. The Customer shall indemnify Nutmeq against any claims alleging that such provision, use, or processing violates the rights of third parties.

8. Customer Cooperation

8.1 The Customer shall provide Nutmeq with all relevant and necessary information or data, free of charge, in a timely manner to facilitate the proper execution of the Agreement. The Customer shall also offer reasonable cooperation and facilities as required.

8.2 The Customer is responsible for the appropriate use and application of the products and services within their organization, as well as implementing control, security procedures, and adequate system management.

8.3 If it is agreed that the Customer will provide software, materials, or data on information carriers, they shall meet the specifications necessary for the execution of the work.

8.4 If the required data for implementing the Agreement is not available, not provided on time, or not in accordance with the agreed terms, Nutmeq reserves the right to proceed with the implementation of the Agreement and charge the resulting costs at its standard rates.

9. Termination

9.1 Each party may terminate the Agreement if the other party is in material breach of its substantial obligations under the Agreement, following a written notice of default that provides a reasonable period for remedying the breach.

9.2 Either party may terminate the Agreement without prior notice or judicial intervention by providing a written notice with immediate effect in the following circumstances: if the other party is granted a suspension of payment, files for bankruptcy, or ceases its business operations, except for reconstruction or merger purposes. The terminating party shall not be liable for any compensation in such cases.

9.3 If the Agreement is terminated and the Customer has already received services related to the implementation of the Agreement, those services, and the corresponding payment obligations will not be subject to cancellation, unless Nutmeq is in default with respect to those services. Amounts invoiced by Nutmeq for the services or products provided before the termination shall remain due and payable, subject to the provisions of the previous sentence, and become immediately payable upon termination.

10. Liability of Nutmeq; Indemnity

10.1 The total liability of Nutmeq under the Agreement is limited to the compensation for direct damages, up to a maximum amount specified in the Agreement (excluding VAT) for the work performed by Nutmeq. In the case of an ongoing performance agreement, the total liability of Nutmeq per year is limited to the total reimbursements (excluding VAT) for the services and/or products provided by Nutmeq. Unless caused by intentional or gross negligence, the total compensation for direct damages shall not exceed €1,000 (one thousand euros).

10.2 Nutmeq shall not be liable for indirect damages, including consequential damages, lost profits, savings, or damages resulting from business interruption

10.3 The right to claim compensation is always conditional upon the Buyer reporting the damage to Nutmeq in writing as soon as possible, but no later than within five working days after the occurrence or discovery of the damage.

10.4 The Customer shall indemnify Nutmeq against all third-party claims for product liability arising from defects in a product or system delivered to a third party, including products supplied by Nutmeq unless the Customer can prove that those products solely caused the damage.

11. Delivery Times and Force Majeure

11.1 The delivery periods provided by Nutme are determined to the best of its knowledge based on the information available at the time of entering into the Agreement. While Nutmeq will make every effort to adhere to these delivery periods, exceeding a stated (delivery) period does not automatically constitute a default. Nutmeq is not bound by (delivery) periods that, due to circumstances beyond its control arising after the conclusion of the Agreement, cannot be met. If there is a risk of exceeding any deadline, Nutmeq and the Customer will promptly consult with each other.

11.2 Neither party is obligated to fulfill any obligations under the Agreement if it is prevented from doing so due to force majeure. Force majeure includes, but is not limited to, the force majeure events affecting Nutmeq’s suppliers and the circumstances where the services cannot be provided due to long-term illness or disability of the personnel involved.

11.3 If the force majeure situation persists for more than ninety days or is expected to last longer, either party has the right to terminate the Agreement by written notice. In such a case, the proportionate settlement of the services already performed under the Agreement shall take place, and no further obligations shall exist between the parties.

12. Miscellaneous, Applicable Law, and Disputes

12.1 Nutmeq reserves the right to engage third parties at its discretion to fulfill its obligations under the Agreement

12.2 Nutmeq may transfer rights and obligations from the Agreement to third parties and will notify the Customer accordingly. If the transfer of obligations to a third party is not reasonably acceptable to the Customer, the Customer has the right to cancel the Agreement within five (5) days of receiving the aforementioned notice.

12.3 The agreements between Nutmeq and the Customer are governed by the laws of the Netherlands. 12.4 Unless otherwise required by national or international legal regulations, any disputes between the Parties shall be submitted to the competent court in the district of Maastricht.

Nutmeq BV

General T&Cs October 1st, 2023 Maastricht, Netherlands

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