Article 1 Definitions
1. Compo Software: the user of these terms and conditions, located on Rijksweg 44, 6269 AC Margraten, supplier of personnel information systems, grid programs, time management programs and other software, and if service processing payroll, registered in the Trade register under number: 14.118.403.
2. Client: the party, acting in the exercise of a profession or business, with whom an agreement Compo Software has concluded.
3. Software: the software to be delivered by Compo Software under the Agreement for personnel information, grate programs, time management programs and other software.
4. Agreement: any agreement reached between the client and Compo Software created in respect of the services of Compo Software, in respect of the delivery of the software, scanning equipment and / or other cases.
5. Written: in these terms and conditions also include electronic communication.
6. Staff Information: software to record the personal data via the Internet.
Article 2 General
1. These general conditions apply to every offer and every agreement reached between the client and Compo Software.
2. These terms and conditions shall also apply to contracts for the execution of which, by Compo Software, third parties are involved.
3. The applicability of the general conditions of the client is explicitly rejected.
4. The conditions in these Terms and Conditions may be waived only in writing. In the event that any or more conditions of these terms and conditions conflict with the conditions of the Agreement apply the clauses contained in the agreement/
5. Destruction or invalidity of any of these conditions does not affect the validity of the remaining conditions. In this case, the parties shall consult in order to determine an alternative arrangement in which so much as possible the purpose and intent of the original conditions is respected.
Article 3 Offers and creation of the agreement
1. All offers of Compo Software are without obligation.
2. Obvious errors or mistakes in the offer do not bind Compo Software.
3. An offer that is based on inaccurate or incomplete information supplied by the client, grants the client no rights.
4. Unless expressly indicated otherwise an offer does not apply automatically to future agreements.
5. A compound quotation Compo Software not fulfil one of the stated in the offer, a corresponding part of the quoted price.
6. The agreement comes into effect on the moment when the written offer from Compo Software for a specific client is signed by the client
7. If the client accepts the offer of Compo Software with different conditions, the agreement will not be accepted. The different conditions is like a proposal to Compo Software. Only when Compo Software accepts this in written, there will be an agreement.
Article 4 Content and amendment of the Agreement
1. Compo Software accepts to the client only to what is specify in the accepted offer as referred to in paragraph 7 of the previous article, as well as to the provisions of these terms and conditions.
2. Compo Software enables the software to the client and provide them if necessary with instructions required for proper implementation on its website. Unless otherwise expressly agreed the client shall independently ensure a correct implementation of the software.
3. If during the execution of the agreement shows that it is necessary for the proper execution of the agreement to change or ament the agreement, the parties will promptly change the Agreement. If the nature, scope or content of the agreement, either on request or indication of the client, the competent authorities et cetera, is changed and the contract would be qualitatively and / or quantity is changed, this may have implications for what was originally agreed. As a result, the originally agreed price may be increased or decreased. Compo Software will give as much as possible a quotation in advance.
Article 5 Equipment
1. Except for the provision of equipment to the customer pursuant to a loan agreement express a certain period has been agreed, the customer loses the right to use the equipment at the time the agreement is terminated. The client is from that time required the equipment as soon as possible to return to Compo Software. The cost of shipment of equipment shall be payd by the
2. To the extent that the supply of equipment takes place under a loan agreement, the client is obliged to hold the equipment as a good user among themselves.
3. If there are defects in the equipment supplied, the client shall inform as soon as possible Compo Software. The supplied equipment is in accordance with the agreement if the client does not immediately after the time that the customer should reasonably have been, aware of the defect in the notice of the defect to Compo Software.
4. If the supplied equipment is damaged during the loan agreement, the customer shall compensate Compo Software
Article 6 Maintenance
1. If the parties have agreed that Compo Software will maintain the delivered software, this will be done accordance with the usual procedures Compo Software and the appointments made with the client.
2. The client is held in accordance with the usual procedures to inform Compo Software, to report errors direct and in detail to Compo Software. After receiving the report, Compo Software will do the best of its knowledge and ability to recover the error. Compo Software will repair the errors by
way he decided, unless otherwise agreed in writing.
3. Unless expressly agreed otherwise will maintenance resulting from improper
use attributable to causes operating errors or others by the client, will separately be billed to the client.
Article 7 Obligations of the client
1. The client is obliged to timely all - for the proper performance of the contract - relevant data and other information to provide to Compo Software
2. The client is responsible for the accuracy and completeness of all information provided by him.
3. The data referred to in paragraph 1, untimely or otherwise not in accordance with the agreements made Compo Software stand Compo Software is entitled to suspend the implementation of the agreement until the client has fully complied with its obligations. All this extra-associated costs and losses
damage will be invoiced to the client.
4. The client is obliged to inform the regulations concerning the processing of its employees personal data in accordance with the Data Protection Act. The client understands that Compo Software – at necessary for the proper performance of the contract - the personal staff of the client will collect. The client indemnifies Software Compo all claims in respect of its employees.
Article 8 Suspension and termination
1. Compo Software is authorized to suspend the execution of the agreement or - if conditions justify - to terminate the agreement with immediately effect if client the obligations of the agreement does not timely or not fully comply, or after the conclusion of the agreement for Compo Software knowledge of circumstances to fear that the client will not fulfil its obligations on a proper ground
2. If the client is in a state of bankruptcy, suspension of payment is requested, any attachment to his goods is established or where the client may have otherwise not freely dispose of his assets is, Compo Software is entitled to terminate the agreement immediately.
3. Furthermore Compo Software is entitled to terminate the agreement if circumstances arise of such agreement nature that fulfilment of the contract is impossible or unaltered preservation, not reasonably Compo Software can be expected.
4. All in connection with the suspension and / or termination of the agreement additional fees and damages are on behalf of the client.
5. The client will never entitled to any compensation in connection with the by Compo Software under this article exerted suspension and termination rights.
6. If Compo Software terminates the contract pursuant to this article, all claims against the client immediately due and payable.
Article 9 Prices and Payments
1. The applicable rates and payment terms are further defined by a separate agreement.
2. Unless explicitly stated otherwise, all amounts are exclusive of VAT.
3. All payments must be made within seven days after the invoice date, on the manner prescribed by Compo Software.
4. If timely payment is not made, the client is in default. From the moment that the default arises, the client is than due the statutory commercial interest. Statutory commercial interest is calculated to the day that the full outstanding amount is paid.
5. All reasonable costs incurred in payment of amounts due in respect of which the client is in default, be accounted for. The extrajudicial costs are calculated using the Collection Charges Act 2012.
Article 10 Intellectual property
1. Unless this has been writing all rights to all intellectual property under the agreement Software supplied exclusively by Compo Software or its licensors.
2. If and insofar as Compo Software software which third parties are entitled to the client decision, the client is responsible for compliance with the additional attached thereto terms. The client indemnifies Compo Software claims brought by third parties.
3. The client only receives the user and responsibilities in accordance with these terms and conditions, or in accordance with what otherwise expressly agreed. For the rest, the client will not reproduce the software, and use it for the purpose for which the software the client is made available. The client will the user restrictions as agreed between the parties strictly comply.
4. A right accruing to the client is not transferable and may not be given in a sublicensed
5. It is the client not allowed regarding the software to remove, to hide or modify copyrights, trademarks, , trade names or other intellectual property rights.
Article 11 Retention of title
1. In the context of a purchase agreement delivered by Compo Software are the property remain until the client all its payment under the agreement has properly implemented.
2. The client is forbidden to alienate the goods on which the reservation of title, pledge delivered or encumber in another manner.
3. The client must keep the goods on which the reservation of title in accordance with the reasonable preserve and maintain diligence. recognizable property of Compo Software among themselves
4. The client is obliged to, in respect of the goods on which the reservation of Compo Software to notify the data immediately:
that the client is in a state of bankruptcy;
that the client has requested a suspension of payments;
that on the Debt Principal Natural Persons Act was made applicable;
that any attachment to the business is placed where the client receiver or bailiff informs that the goods owned by Compo Software.
5. If the client is in default with respect to its payment is Compo Software without prior notice and / or notice of default cases in which the retention of title back progress and to terminate the agreement. The client provides Compo Software permission in advance, and will give her every opportunity, if necessary, to get things back. Retrieval of the goods shall be borne by the client.
Article 12 Liability and Indemnification
1. Except for intent or deliberate recklessness Compo Software is not liable for any damage caused by the client or third parties. Compo Software is not liable for damages as provided in the following paragraphs of this Article.
2. Compo Software is not liable for consequential damages, including loss and loss of profits.
3. Compo Software is not liable for damage due to faults or maintenance in the implementation of the agreement used software.
4. Compo Software is not liable for abuse, forgery or other wrongful acts of employees client or third parties.
5. Compo Software is not liable for damages resulting from circumstances that are not due to his fault, comes neither by law, legal act or in society for his views.
This will in any event include damages caused by failures of third parties whose services Compo Software is conditional and that occurred beyond the control of Compo Software
6. If, notwithstanding the provisions of this Article irrevocably established that any legal grounds to compensation for such, the liability is limited to the relevant part of the agreement stipulated price, at least that part of the agreement to which the liability relates.
7. Never will the liability of Compo Software amount to more than the amount in the context of which it liability insurance under the circumstances is paid.
8. The client indemnifies Software Compo claims of the employees of the client and third parties related to a failure in the performance of the contract between the client and its employees and any other form of unlawful actions by the client against its employees.
Article 13 Final Provisions
1. On each agreement is exclusively governed by Dutch law.
2. The parties will first appeal to the court after they have made of the dispute optimally to settle consultation
3. Unless mandatory statutory provision requires otherwise, is the sole judge in the district of the residence of Compo Software jurisdiction to take cognizance of disputes.