1 General Terms
1.1 These terms and conditions are applicable to all offers, services, quotations and assignments provided or carried out by MYOBI B.V. (hereinafter referred to as MYOBI). Persons who are authorised to carry out assignments on behalf of MYOBI will be hereinafter referred to as ‘partners’.
1.2 Any amendments to these terms and conditions have to be agreed upon in writing by both parties.
1.3 The applicability of purchase conditions or any other terms and conditions set by a client, by a MYOBI participant, or by any offering or accepting party is explicitly denied.
1.4 These terms and conditions can be invoked not just by MYOBI, but also by her partners. The same applies to successors of affiliated persons (by transfer of all assets ‘algemene titel’), to former affiliated persons, and to successors of formerly affiliated persons (under singular ‘bijzondere’ title or by transfer of all assets ‘algemene titel’).
2.1 All offers and other expressions by MYOBI have to be considered to be without obligations, unless explicitly stated otherwise by MYOBI.
2.2 Offers by MYOBI are based on the information provided by the client. The client guarantees the information provided by or on behalf of the client to MYOBI, on which the offer is based, is correct and complete. The client further guarantees that he will to the best of his abilities provide all essential information that may be needed by MYOBI to provide services. MYOBI will provide services to the best of her abilities and knowledge, as can reasonably be expected.
3 The involvement of third parties
3.1 The ‘WBO’-package consists of different elements, which include legal counseling and awarding privacy seals. MYOBI will let Duthler Associates carry out these elements of the ‘WBO’-package, therefore the terms and conditions of Duthler Associates, not MYOBI, will be applicable to these elements.
3.2 The involvement of third parties in carrying out assignments for any other purposes by either the client or MYOBI will only occur after consulting the other party.
4 Fees and payments
4.1 All fees are exclusive of value added tax (VAT) and other government levies. Unless otherwise agreed upon, all prices are in euros (EUR) and all payments by the client are to be made in euros.
4.2 All periodic payments may be subject to price or fee changes, the client shall be informed of these changes in writing, taking into account a three-month notice.
4.3 All due payments shall be made in accordance with the agreed upon payment conditions or the payment conditions stated on the invoice. In the absence of specific conditions, the client shall pay within the time limit set by MYOBI. The client is not entitled to suspend payment or to deduct for payments owed.
4.4 If the clients defaults on a payments, the statutory interest rate shall be charged over the outstanding amount without further notice. If the client fails to pay after a reminder or demand for payment MYOBI is entitled to pass the clients details to third party debt collectors; in which case the client will have to pay the full amount owed and additionally all judicial and extrajudicial costs in connection with the collection of the claim, including all costs charged by external experts.
5 Intellectual Property Rights
5.1 All intellectual property rights on applications, software, websites, electronics dossiers, data files, privacy seals, the reference book, documentation, rapports, agreements and forms and material related to the aforementioned made available to the client belong to either MYOBI or TTP Associates. MYOBI allows the client to access and use these services and intellectual property rights for so far as granted by these terms and conditions and the law. Rights of this nature granted to the client are not exclusive, not transferable to others and cannot be (sub)licenced.
5.2 The client may not remove or change any reference to confidentiality, copyright, brand names, company names, or other intellectual property rights in or on the applications, software, websites, electronics dossiers, data files, privacy seals, the reference book, documentation, rapports, agreements and forms.
5.3 MYOBI is allowed to take technical measures to protect the applications, software, websites, electronics dossiers, data files, privacy seals, the reference book, documentation, rapports, agreements and forms from any use outside of the agreed scope or timeframe for these objects. The client is not allowed to remove or have removed or disable or have disabled any or all of these measures.
6.1 Parties are obliged to keep all confidential information they may come across secret. Information that is considered confidential includes all materials (including methods, software or applications), documents, ideas, data and products on which intellectual property rights lie. Information will in any case be considered confidential when one of the parties identifies it as such.
7.1 If, in the course of an assignment, an event occurs that could lead to any liability on the part of MYOBI, such liability shall be limited to the amount of € 250,000.- and for so far this amount is paid out in that specific case under the professional indemnity insurance or corporate liability insurance of MYOBI. For the purpose of this clause an event is also to be understood to mean a failure to take action.
7.2 Liability is limited to direct damages. Direct damages are understood to include costs for investigations and fines issued by a supervisory authority. Secondary damages are understood to include lost profitts, lost income and damages to reputation.
7.3 No right to compensation exists unless the client reports the damage to MYOBI in writing and without delay after its first manifestation.
7.4 Any claim for damages will expire after one (1) year, starting the first day following the day the damages were discovered and MYOBI was identified as the liable party for these damages by the client.
7.5 If MYOBI engages a person not affiliated with MYOBI (a third party) to carry out an assignment, MYOBI shall not be liable vis-à-vis the client for any error or omission made by this person.
7.6 If a third party brings forward a claim on MYOBI in relation to the execution of an assignment, the client shall indemnify MYOBI against liability, costs, including the costs of legal defence and damages.
7.7 The liability conditions set out in these terms and conditions may also be relied upon by each person affiliated with MYOBI, each person formerly associated with MYOBI, and any legal successor (under singular ‘bijzondere’ title or by transfer of all assets ‘algemene titel’) of any person associated with MYOBI. The affiliated persons may rely on these terms and conditions.
8 Establishment, duration and termination of the agreement
8.1 The client joins MYOBI by means of a connection agreement.
8.2 This connection agreement is entered into for the minimum duration of three years, after which it is automatically renewed for one year, until the agreement is terminated in accordance with the terms of the connection agreement, the TTP policy of article 8.3.
8.3 The client may terminate the connection agreement in writing at the end of the duration of the agreement, taking into account a two-month notice.
9 Applicable law
9.1 These terms and conditions and all dealings between MYOBI and her clients are governed by Dutch law.
9.2 Any conflicts that may rise between MYOBI and the client will be put forward for arbitration to the Stichting Geschillenoplossing Automatisering (SGOA) in The Hague on the basis of the Arbitration Rules, unless the client or MYOBI chooses, in writing, within one month after MYOBI or the client has invoked this clause, to have the case tried before a Dutch Court.
MYOBI B.V. is established in The Hague and registered with the Chamber of Commerce under nr. 65258878.
The terms and conditions have been written both in Dutch and in English. In case of any discrepancy between the Dutch and the English version the Dutch version will always prevail.