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TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF JUVATI

(Last updated: 1 April 2025)

Definitions

  1. Juvati: Juvati, located at Verlengde Lageweg 19, 1628 PM Hoorn, The Netherlands, registered with the Chamber of Commerce (KvK) under number 75735393.
  2. Customer: the party with whom Juvati has entered into an agreement.
  3. Parties: Juvati and the Customer jointly.
  4. Consumer: a Customer who is a natural person acting in a private (non-commercial) capacity.

1. Applicability of These Terms and Conditions

  1. These conditions apply to all offers, quotations, work, orders, agreements, and deliveries of services or products by or on behalf of Juvati.
  2. Parties may only deviate from these conditions if they have expressly and in writing agreed to do so.
  3. Parties expressly exclude the applicability of any additional or different general terms and conditions of the Customer or of third parties.
  4. Depending on the nature of the service (e.g., subscription‑based or specialized e‑commerce services), supplementary terms may apply in addition to these General Terms and Conditions, and will be communicated in writing where relevant.

2. Offers and Quotations

  1. All offers and quotations from Juvati are without obligation unless expressly stated otherwise.
  2. An offer or quotation remains valid for a maximum of two (2) weeks, unless a different acceptance period is stated in the offer or quotation.
  3. If the Customer does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
  4. Offers and quotations do not automatically apply to any repeat or subsequent orders, unless the parties expressly agree otherwise in writing.

3. Acceptance

  1. In the event of acceptance of a non-binding offer or quotation, Juvati reserves the right to withdraw the offer or quotation within three (3) days after receipt of the acceptance, without the Customer deriving any rights from that withdrawal.
  2. Oral acceptance by the Customer only binds Juvati once the Customer has confirmed such acceptance in writing (including electronic methods).

4. Prices

  1. All prices used by Juvati are stated in euros, are exclusive of VAT, and exclusive of any other costs such as administrative fees, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or agreed upon differently.
  2. Any prices that Juvati provides for its products or services—on its website or otherwise—may be changed by Juvati at any time.
  3. The price for a service is determined by Juvati on the basis of the actual hours spent.
  4. The price is calculated in accordance with Juvati’s usual hourly rates for the period in which the work is performed, unless a different hourly rate has been expressly agreed.
  5. If the parties agree on a total amount for a service provided by Juvati, this amount is always considered a target price (richtprijs), unless the parties have expressly and in writing agreed to a fixed price that cannot be deviated from.
  6. Juvati is entitled to deviate up to 10% from this target price.
  7. If the target price is going to exceed 10% more than initially stated, Juvati must inform the Customer in good time and provide justification as to why a higher price is warranted.
  8. If the target price is going to exceed 10% more than initially stated, the Customer has the right to cancel the portion of the assignment that exceeds the initial target price plus 10%.
  9. Juvati has the right to adjust its prices annually.
  10. Juvati will announce any price adjustments to the Customer before they take effect.
  11. The Consumer has the right to terminate the agreement with Juvati if the Consumer does not agree with a price increase.

5. Payment and Payment Period

  1. The Customer must pay invoices from Juvati within fourteen (14) days of the invoice date, unless the parties have made other arrangements or a different payment term is stated on the invoice.
  2. Payment terms are strict deadlines. This means that if the Customer has not paid the agreed sum by the last day of the payment term, the Customer is in default (verzuim) by operation of law, without Juvati being required to issue a notice or a demand.
  3. Juvati reserves the right to make delivery dependent on immediate payment or to require security for the total amount of services or products.

6. Consequences of Late Payment

  1. If the Customer fails to pay within the agreed term, Juvati is entitled to charge 1% interest per month starting from the day the Customer is in default, with any part of a month being counted as a whole month.
  2. When the Customer is in default, the Customer also owes extrajudicial collection costs and may be liable for additional damages payable to Juvati.
  3. The collection costs are calculated in accordance with the Besluit vergoeding voor buitengerechtelijke incassokosten (the Dutch Decree on compensation of extrajudicial collection costs).
  4. If the Customer fails to pay on time, Juvati may suspend its obligations until the Customer has fulfilled all of its payment obligations.
  5. In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the Customer, the claims of Juvati against the Customer become immediately due and payable.
  6. If the Customer refuses to cooperate with the execution of the agreement by Juvati, the Customer is still obliged to pay the agreed price to Juvati.

7. Right of Suspension

Unless the Customer is a Consumer, the Customer waives the right to suspend (opschorten) the fulfillment of any obligation arising from this agreement.

8. Set‑Off (Verrekening)

Unless the Customer is a Consumer, the Customer waives any right to offset (verrekenen) a debt owed to Juvati against a claim on Juvati.

9. Insurance

  1. The Customer is obliged to adequately insure and keep insured against (among others) fire, explosion, water damage, and theft the following items:
    • Goods delivered that are necessary for the performance of the underlying agreement,
    • Goods of Juvati that are in the Customer’s possession,
    • Goods delivered under retention of title.
  2. At Juvati’s first request, the Customer will provide the relevant insurance policies for inspection.

10. Warranty

If the parties have entered into an agreement of a service‑related nature, then Juvati is only subject to a best efforts obligation (inspanningsverplichting), and not a result obligation (resultaatsverplichting).

11. Performance of the Agreement

  1. Juvati shall carry out the agreement to the best of its knowledge and ability and in accordance with standards of good workmanship.
  2. Juvati has the right to have (parts of) the agreed services performed by third parties.
  3. The performance of the agreement takes place in mutual consultation and after written approval—and, if applicable, the payment of any agreed advance—by the Customer.
  4. It is the Customer’s responsibility to ensure that Juvati can begin the performance of the agreement on time.
  5. If the Customer has not ensured that Juvati can start the performance of the agreement on time, the additional costs and/or extra hours resulting from this delay are borne by the Customer.

12. Provision of Information by the Customer

  1. The Customer shall provide all information, data, and documents that are relevant for the proper execution of the agreement to Juvati in a timely manner, in the desired form and manner.
  2. The Customer is responsible for the correctness, completeness, and reliability of the information, data, and documents provided, even if they come from third parties, unless the nature of the agreement indicates otherwise.
  3. If requested, Juvati will return the relevant documents to the Customer after completion of the agreement.
  4. If the Customer does not, or does not timely or properly, provide the data, information, or documents reasonably requested by Juvati, and the execution of the agreement is delayed as a result, the additional costs and/or extra hours resulting from this delay are borne by the Customer.

13. Duration of the Agreement

  1. The agreement between Juvati and the Customer is concluded for an indefinite period, unless the nature of the agreement dictates otherwise or the parties explicitly and in writing agree otherwise.
  2. If an agreement is entered into for a definite (fixed) term, it will automatically convert into an indefinite term after expiry of that term, unless one of the parties terminates the agreement, observing a notice period of two (2) months—or, in the case of a Consumer, a notice period of one (1) month—in which case the agreement ends by operation of law.
  3. If, within the term of the agreement, the parties have agreed on a completion date for certain tasks, that date is never a strict deadline (fatale termijn). If this completion date is exceeded, the Customer must give Juvati written notice of default.

14. Termination of an Agreement for an Indefinite Period

  1. The Customer may terminate an agreement entered into for an indefinite period at any time, subject to a notice period of two (2) months.
  2. A Consumer has the right to terminate an agreement for an indefinite period with a notice period of one (2) months.

15. Intellectual Property

  1. Juvati retains all intellectual property rights (including copyrights, patents, trademarks, design rights, etc.) to all designs, drawings, documentation, data carriers, and other information, quotations, images, sketches, models, or mock-ups, etc., unless the parties have expressly agreed otherwise in writing.
  2. The Customer is not permitted to copy, show, or make available to third parties—or otherwise use—these intellectual property rights without the prior written permission of Juvati.

16. Confidentiality

  1. The Customer shall keep confidential all information (in whatever form) that they receive from Juvati.
  2. The same applies to all other information regarding Juvati that the Customer knows or could reasonably suspect is secret or confidential, or the disclosure of which could cause damage to Juvati.
  3. The Customer shall take all necessary measures to ensure that they also keep the information referred to in paragraphs 1 and 2 confidential.
  4. The confidentiality obligation described in this article does not apply to information:
    • That was already publicly known before the Customer learned it, or that later became public without this being due to a breach of the Customer’s confidentiality obligation,
    • That the Customer is obliged to disclose under a legal provision.
  5. The confidentiality obligation in this article applies for the duration of the underlying agreement and for a period of three (3) years after its expiration.

17. Penalty Clause

  1. If the Customer breaches the article of these terms and conditions regarding confidentiality or intellectual property, the Customer forfeits an immediately payable penalty of €2,000 for each breach in favor of Juvati, plus an amount equal to 5% of the above sum for each day that the breach continues.
  2. No prior notice of default or legal action is required for the forfeiture of this penalty. Nor does there need to be any form of damage.
  3. The forfeiture of the penalty described in the first paragraph of this article does not affect Juvati’s other rights, including the right to claim damages in addition to the penalty.

18. Indemnification

The Customer shall indemnify Juvati against all third-party claims related to the products and/or services delivered by Juvati.

19. Complaints

  1. The Customer shall inspect products or services delivered by Juvati as soon as possible for any shortcomings.
  2. If any delivered product or service does not meet what the Customer could reasonably expect from the agreement, the Customer must inform Juvati as soon as possible, but in any case within one (1) month after discovering the shortcoming.
  3. Consumers must inform Juvati of any shortcoming within two (2) months after discovery.
  4. The Customer shall provide as detailed a description as possible of the shortcoming, so that Juvati is able to respond adequately.
  5. The Customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, it can in no event result in Juvati being obligated to perform services other than those agreed.

20. Notice of Default

  1. The Customer must notify Juvati in writing of any notice of default (ingebrekestelling).
  2. It is the Customer’s responsibility to ensure that a notice of default actually reaches Juvati (in a timely manner).

21. Joint and Several Liability of the Customer

If Juvati enters into an agreement with multiple Customers (i.e., more than one contractual party), each of those Customers is jointly and severally (hoofdelijk) liable for the full amounts that they owe to Juvati under that agreement.

22. Liability of Juvati

  1. Juvati is only liable for damage suffered by the Customer if and insofar as such damage is caused by intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Juvati.
  2. If Juvati is liable for any damage, it is liable only for direct damage that results from or is related to the performance of an agreement.
  3. Juvati is never liable for indirect damage, such as consequential damage, lost profits, lost savings, or damage to third parties.
  4. If Juvati is liable, this liability is limited to the amount paid out under any (professional) liability insurance in place. If there is no (full) coverage by an insurer, the liability is limited to the (portion of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and approximate. They cannot give rise to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

23. Expiration of Claims

Any right of the Customer to claim damages from Juvati shall in any case expire twelve (12) months after the event that gave rise to the liability, whether directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

24. Right of Dissolution (Ontbinding)

  1. The Customer has the right to dissolve the agreement if Juvati imputably fails to fulfill its obligations, unless this failure—given its special nature or minor significance—does not justify dissolution.
  2. If Juvati’s performance of its obligations is not permanently or temporarily impossible, dissolution can only take place after Juvati is in default (verzuim).
  3. Juvati has the right to dissolve the agreement with the Customer if the Customer does not fully or timely meet their obligations under the agreement, or if Juvati becomes aware of circumstances giving good grounds to fear that the Customer will not properly meet its obligations.

25. Force Majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming in the fulfillment of any obligation by Juvati to the Customer cannot be attributed to Juvati if there is a situation beyond Juvati’s control, as a result of which the fulfillment of its obligations toward the Customer is wholly or partially prevented or cannot reasonably be demanded of Juvati.
  2. Such force majeure situations include (but are not limited to) emergency situations (such as civil war, insurrection, riots, natural disasters), non‑performance and force majeure by suppliers, carriers, or other third parties, unexpected failures of electricity, internet, computers or telecom, computer viruses, strikes, government measures, unforeseen transport problems, extreme weather conditions, and work interruptions.
  3. If a force majeure situation prevents Juvati from fulfilling one or more obligations to the Customer, those obligations are suspended until Juvati can meet them again.
  4. If a force majeure situation lasts for at least thirty (30) calendar days, both parties may wholly or partially dissolve the agreement in writing.
  5. In a force majeure situation, Juvati is not liable for any damages, even if Juvati benefits in any way from the force majeure.

26. Modification of the Agreement

If, after concluding the agreement, it proves necessary to modify or supplement its content for proper performance, the parties shall in a timely manner and by mutual agreement amend the agreement accordingly.

27. Amendment of General Terms and Conditions

  1. Juvati is entitled to amend or supplement these general terms and conditions.
  2. Minor changes may be made at any time.
  3. In the case of significant substantive changes, Juvati will discuss the changes with the Customer as much as possible in advance.
  4. Consumers have the right to terminate the agreement if there is a substantial modification of these general terms and conditions.

28. Transfer of Rights

  1. The Customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Juvati.
  2. This provision shall have effect as a clause with property law effect (goederenrechtelijke werking) as meant in Article 3:83(2) of the Dutch Civil Code.

29. Consequences of Nullity or Voidability

  1. If one or more provisions of these general terms and conditions are found to be null or voidable, this does not affect the other provisions.
  2. In that event, a provision that is null or voidable is replaced by a provision that most closely resembles what Juvati intended when drawing up the condition.

30. Applicable Law and Competent Court

  1. Dutch law exclusively applies to every agreement between the parties.
  2. The Dutch court in the district where Juvati is established, operates, or has its office is exclusively competent to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

(Last updated: 1 April 2025)
Note: Depending on the type of service requested (for example, recurring subscription services or specialized e‑commerce integrations), additional terms may apply in conjunction with these General Terms and Conditions. If so, these additional terms will be made available to the Customer and must be expressly accepted, after which they will form an integral part of the agreement with Juvati.