Terms & Conditions

‍iShaktie, having its registered office in Amsterdam, the Netherlands, registration number 63128438, is referred to in these general Terms & Conditions as ("service provider"). The other party to the service provider shall be referred to in these general Terms & Conditions as the ("client"). The parties are the ("service provider") and the ("client") together. The agreement refers to the service agreement between the parties.

1. These Terms & Conditions shall apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of service provider.
2. Deviation from these terms and conditions shall only be possible if expressly agreed in writing by the parties.
3. The agreement always contains obligations to perform to the best of one's ability for the service provider, not obligations to achieve a certain result. 

1. Invoices must be paid within 14 days from date of invoice, unless parties have made other agreements on this or another term of payment is mentioned on the invoice.
2. If the client does not pay within the agreed period, he shall be in default by operation of law, without any reminder being required. From that moment onwards the service provider shall have the right to suspend his obligations until the client has fulfilled his payment obligation.
3. If the client remains in default, the service provider shall proceed to collect. The costs of such recovery shall be for the client's account. When client is in default, he shall owe statutory interest, extrajudicial collection charges and other damages to the service provider. The collection costs shall be calculated in accordance with the Decree on compensation for extrajudicial collection costs (Decree on compensation for extrajudicial collection costs).
4. In case of liquidation, bankruptcy, seizure or suspension of payment of the client, the service provider's claims on the client shall be immediately due and payable.
5. If the client refuses to co-operate in the execution of the order by the service provider, he shall still be obliged to pay the agreed price to the service provider. 

1. Offers shall be free of engagement and valid for not more than one month, unless the offer contains a different period of acceptance. If the offer is not accepted within that period, the offer shall lapse.
2. Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or damages, unless the parties have explicitly agreed otherwise in writing.
3. Offers and quotations will not automatically apply to repeat orders. The parties must agree to this explicitly and in writing. 

1. The prices stated in offers, quotations and invoices shall include the VAT due, unless otherwise agreed.
2. The prices of goods shall be based on the cost prices known at the time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or entering into the agreement, may give rise to price increases.
3. With regard to the provision of services, the parties may agree a fixed price when concluding the agreement. 

Service provider is entitled to increase its rates annually on 1 July in accordance with the consumer price index (CPI) for all households.

1. The client shall make all information available to the service provider that is relevant for the execution of the order.
2. The client shall make available in time and in the desired form and manner all data and documents the service provider believes he needs to carry out the order correctly.
3. The client warrants the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, to the extent the nature of the order does not require otherwise.
4. If and insofar as the client requests, the service provider shall return the documents concerned.
5. If the client does not provide the data and documents required by the service provider, or does not provide them on time or properly, and the execution of the order is delayed as a result, the resulting extra costs and extra fees shall be for the client's account. 

1. The client shall be free to terminate the order to the service provider at any desired moment.
2. When cancelling the order, the client shall pay the wages and expenses owing to the service provider. 

1. Service provider shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
2. Service provider shall be entitled to have work done by third parties.
3. Execution will take place in mutual consultation and after written agreement and full payment of the agreed fixed price, unless agreed otherwise.
4. It is the client's responsibility that the service provider starts working on the assignment in time. 

1. The agreement between the client and the service provider shall be for an indefinite period, unless the nature of the agreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
2. If within the term of the agreement the parties have agreed on a period for completion of certain work, this shall never be a fatal term. If this term is exceeded, the client shall give service provider written notice of default. 

1. If during the execution of the agreement it appears that for a proper execution of the order it is necessary to change or supplement the activities to be carried out, parties shall timely and in mutual consultation adapt the agreement accordingly.
2. If parties agree that the agreement is amended or supplemented, this may influence the time of completion of the execution. Service provider will inform client as soon as possible about this.
3. If the change or supplement to the agreement has financial and/or qualitative consequences, service provider shall inform client in writing as soon as possible.
4. If parties have agreed a fixed fee, service provider shall indicate to what extent the change or supplement to the agreement results in an increase of this fee. 

1. Supplementary to the provisions of section 6:75 of the Civil Code, a failure of the service provider to meet any of his obligations towards the client cannot be imputed to the service provider in case of a circumstance independent of the will of the service provider, as a result of which the performance of his obligations towards the client is wholly or partly impeded or as a result of which the performance of his obligations cannot reasonably be required from the service provider. Such circumstances shall include failure of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
2. If a situation as referred to above arises as a result of which the service provider cannot perform its obligations towards the client, these obligations shall be suspended as long as the service provider cannot perform its obligations. If the situation referred to in the preceding sentence has lasted 30 calendar days, the parties shall have the right to dissolve the agreement in writing wholly or in part.
3. In the case referred to in paragraph 2 of this article, the service provider shall not be obliged to compensate any damage, not even if the service provider benefits from any advantage as a result of the force majeure situation. 

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is a clause with effect under property law as referred to in article 3:83 paragraph 2 of the Civil Code.

1. Client undertakes to adequately insure goods delivered which are necessary for the execution of the underlying agreement, as well as goods of service provider present at client's premises and goods delivered under reservation of title, and to keep them adequately insured against, among other things, fire, explosion and water damage, as well as theft.
2. Client shall make the policy of these insurances available for inspection at first request.

1. The goods present at the clients's premises and the goods and parts delivered shall remain the service provider's property until the client has paid the agreed price in full. Until that time, service provider may invoke his reservation of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or not paid in time, the service provider shall have the right to suspend the work until the agreed part is paid. This shall be a case of default in respect of creditors. In that case, late delivery cannot be held against the service provider.
3. The service provider shall not be authorized to pledge or encumber in any other way the goods falling under his reservation of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid, the service provider shall have the right of retention. The goods shall then not be delivered until the client has paid in full and in accordance with the agreement.
5. In case of liquidation, insolvency or suspension of payment of client, the obligations of client shall be immediately due and payable. 

If the order is given by more than one Client, all Clients shall be jointly and severally liable for the fulfillment of all obligations arising from these General Terms and Conditions and the present Agreement. 

1. Any liability for damage arising from or related to the performance of an agreement shall at all times be limited to the amount paid out in the relevant case by the (professional) liability insurance policy or policies taken out. This amount shall be increased by the amount of the excess under the relevant policy.
2. The limitation of liability shall also apply if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the hardware, software, data files, registers or other items used by the service provider in the execution of the order.

If an order is given by more than one person, each of them shall be severally liable for the amounts owing to the service provider on the basis of that order.

The client shall indemnify the service provider against all third party claims related to the goods and/or services supplied by the service provider.

1. The client shall be obliged to report complaints about the work done to the service provider immediately in writing. The complaint shall contain a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
2. In any case, a complaint cannot result in the service provider being obliged to perform other work than agreed.

1. Unless the parties have agreed otherwise in writing, the service provider shall retain all intellectual absolute rights (including copyright, patent right, trademark right, drawings and models right, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, illustrations, sketches, models, etc.
2. The said intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way, without the written consent of the service provider.
3. Client agrees to keep confidential the confidential information made available to him by service provider. Confidential information is in any case understood to mean the subject matter of this article, as well as the business data. Client undertakes to impose on his staff and/or third parties involved in the execution of this agreement a written duty of confidentiality with the scope of this provision. 

1. Client shall keep secret the information which he receives (in whatever form) from service provider and all other information concerning service provider of which he knows or can reasonably suspect to be secret or confidential, or concerns information of which he can expect that its dissemination could harm the other service provider, and shall take all necessary measures to ensure that he keeps the said information secret as well.
2. The secrecy obligation mentioned in the first paragraph of this article does not apply to information:
- which at the time when the client received this information was already in the public domain or has subsequently become public without a violation of an obligation of secrecy resting on him;
- of which the client can prove that this information was already in his possession at the time of provision by the service provider;
- which the client has received from a third party whereby that third party was entitled to provide this information to the client;
- which is made public by the client on the basis of a legal obligation.
3. The confidentiality obligation described in this clause shall apply for the duration of this agreement and for a period of three years after its termination. 

1. If the client violates the article of these general terms and conditions relating to confidentiality or intellectual property rights, the client shall forfeit to the service provider an immediately payable fine of € 1,000 for each violation and in addition an amount of € 1,000 for each day that the violation continues. No prior notice of default or legal proceedings shall be required for forfeiture of this penalty. It is also not necessary for there to be any question of damage.
2. The forfeiture of the penalty referred to in the first paragraph of this article shall not affect the other rights of the company or its affiliated companies.
3. The forfeiture of the penalty referred to in paragraph 1 of this article shall not affect the other rights of the service provider including its right to claim damages in addition to the penalty. 

1. All agreements between the parties shall be governed exclusively by Dutch law.
2. If in legal proceedings one or more provisions of these General Terms and Conditions are held to be unreasonably onerous, the other provisions shall remain in full force.
3. The Dutch court in the district where iShaktie has its registered office/ practice is exclusively competent to take cognizance of any disputes between parties, unless the law imperatively stipulates otherwise.