These General Terms and Conditions shall apply to agreements between NG Business Factory, acting under the name Dajema IT Distributors, and its counterparty.
Article 1. Definitions and parties
1.1 Dajema IT Distributors established in Aalsmeer and registered with the Chamber of Commerce under file number 61364088 , acting under the name Dajema IT Distributors.
1.2 General Terms and Conditions: the present document.
1.3 Supplier: a natural or legal person acting in the exercise of a profession or business who sells a Software License to Dajema IT Distributors.
1.4 Customer: a natural or legal person acting in the exercise of a profession or business who purchases a Software License from Dajema IT Distributors.
1.5 Software License: a right to use standard software.
1.6 In writing: in writing, both on paper and digitally, provided that the identity of the sender and the integrity of the content of the communication is sufficiently established.
1.7 Website: the website of Dajema IT Distributors, to be consulted via www.dajema.eu
1.8 Customer: Supplier or Customer, who enters into an agreement with Dajema IT Distributors.
Article 2. Offers
2.1 Dajema IT Distributors reserves the right to change any offer(s) or quotation(s) for the sale of Software Licenses.
2.2 Personal offers of Dajema IT Distributors are valid for 7 calendar days, unless otherwise indicated in Writing. Acceptance after this period will only lead to an agreement between Dajema IT Distributors and Customer, if Dajema IT Distributors explicitly accepts the acceptance by Customer.
2.3 The exchange guarantee does not apply to "remaining parties" or to "on=on deals".
Article 3. Registration
3.1 On the Website of Dajema IT Distributors Customer can register by creating an account. During the registration procedure Customer chooses a username and password. The customer is responsible for choosing a sufficiently reliable password. The account will be accessible by entering login details.
3.2 The other party is responsible for the confidentiality of the login details. The customer is not allowed to provide the login details to third parties without permission of Dajema IT Distributors. Customer shall also inform Dajema IT Distributors immediately if the login details have been lost or have been lost.
3.3 The use of the account made available by Dajema IT Distributors takes place under the responsibility and at the risk of the customer. If the customer suspects that the account is being misused, the customer must notify Dajema IT Distributors as soon as possible so that measures can be taken.
Article 4. Purchase of Software Licenses
4.1 This article only applies to the purchase of Software Licenses by Dajema IT Distributors.
4.2 Supplier delivers the Software Licenses as specified in the agreement and in accordance with article 6.
4.3 Supplier shall provide Dajema IT Distributors with all relevant information relating to the Software License, including but not limited to, information about:
× the version of the software for which the Software License is intended;
× the activation of the Software;
× the right to maintain and update the Software;
× the applicable license terms and restrictions.
4.4 The Supplier warrants that:
(a) the Software License has been the subject of trade in one of the countries of the European Union with the consent of the Software Holder;
(b) the Software License is acquired for an indefinite period of time;
c) no further fees are due for the use of the Software License;
(d) the Software License is not in use at the time of delivery;
e) the Software License is not split or otherwise incomplete.
4.5 Supplier shall immediately provide Dajema IT Distributors, upon its first request, with all information necessary to demonstrate that the conditions of the previous paragraph have been met.
4.6 Supplier shall indemnify Dajema IT Distributors against all claims of third parties based on the statement that the Software License as delivered infringes a copyright of these third parties. In that case Supplier is also obliged to refund in full the amounts paid by Dajema IT Distributors.
4.7 MSDN licenses, Microsoft Developer Network (MSDN) licenses are rights granted to developers who work with Microsoft products for the purpose of testing software. These licenses are in some cases provided free of charge and have no commercial value. The use of MSDN licenses is therefore strictly prohibited for companies and individuals and can lead to high fines!
Our strict purchasing policy obliges our suppliers to issue only OEM, Retail and OLP licenses. We also check each license for legality, activation and availability.
Article 5. Sale of Software Licenses
5.1 This article only applies to the sale of Software Licenses by Dajema IT Distributors.
5.2 Dajema IT Distributors delivers the Software Licenses as stated in the agreement and in accordance with article 6. Dajema IT Distributors makes every effort to make the necessary information for the activation of the Software License available to Customer in Writing.
5.3 Dajema IT Distributors provides advice on the operation of the Software License if desired. Customer is responsible for the installation and commissioning of the Software. Dajema IT Distributors is not responsible for delivering the software for which the Software License is intended. For questions relating to the operation of the Software, Principal should contact the party entitled to the software.
5.4 Principal is at all times fully responsible for ordering the required version of a Software License. After the Software License has been made available to Customer, it can no longer be returned other than with the Written permission of Dajema IT Distributors.
5.5 Dajema IT Distributors guarantees that the delivered licenses can be used for the relevant software, whereby the installation of the software must take place within 3 months after delivery.
5.6 The scope of the Software License is limited to license conditions of the software owner. Where applicable, the invoice includes information about the Software License, including the version of the software for which the Software License is intended and the right to maintenance and updates of the software.
5.7 The number of activations corresponds to the number on the license document / invoice. Dajema IT Distributors cannot be held responsible if Microsoft blocks activation code(s) as a result of reinstallation due to the fact that the limit on the number of activations has been reached.
5.8 The transfer of the licenses is complete when the invoice amount has been paid.
Article 6. Delivery and delivery period
6.1 The provision of the Software License by Dajema IT Distributors to Customer takes place, unless otherwise agreed, as soon as possible after payment of the invoice by Customer.
6.2 The provision of the Software License by Supplier to Dajema IT Distributors must take place within 7 days after Dajema IT Distributors has accepted the offer of the Supplier. Payment of the invoice to the Supplier will take place at the latest within 30 days after the Supplier has made the relevant Software License(s) available.
Article 7. Prices
7.1 All prices on the Website and in brochures, price list(s), offers and other means of communication of Dajema IT Distributors are in euros and exclusive of turnover tax (VAT) and other levies imposed by the government.
7.2 Prices as referred to in the previous paragraph are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
Article 8. Terms of payment
8.1 Dajema IT Distributors will send an invoice to Customer for all amounts owed by Customer. Upon acceptance of an offer, Principal agrees to electronic invoicing by Dajema IT Distributors.
8.2 The term of payment is mentioned on the invoice. If the invoice does not include a term of payment, a term of 7 days after the invoice date applies. After the expiry of seven days after the term of payment, Customer who does not pay on time, is legally in default without notice of default being required. On the outstanding amount, Client shall owe statutory interest for commercial transactions without further notice of default being required.
8.3 In the event of late payment, Principal will be obliged, in addition to the amount owed and the interest due thereon, to pay in full both extrajudicial and judicial collection costs (with a minimum of 250 euros), including the costs of lawyers, lawyers, bailiffs and debt collection agencies.
8.4 The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a suspension of payments or if all of the Client's assets are seized, the Client dies and, furthermore, if the Client goes into liquidation or is dissolved.
8.5 In the above cases, Dajema IT Distributors also has the right to terminate or suspend the execution of the agreement or any part of it that has not yet been executed without notice of default or judicial intervention, without the right to compensation for damages for Customer that may arise as a result.
8.6 Customer waives all rights regarding settlement.
Article 9. Liability
9.1 Dajema IT Distributors is only liable in case of an attributable shortcoming in the fulfilment of obligations resulting from this agreement and only for direct damage.
9.2 The liability of Dajema IT Distributors arising as a result of a shortcoming in the fulfilment of the agreement or otherwise, is limited to the direct damage with a maximum of the agreed price for the agreement. Under no circumstances, however, will the total compensation for direct damages exceed EUR 10.000,-.
9.3 Direct damage is exclusively understood to mean all damage consisting of:
a) reasonable and demonstrable costs which the party concerned has had to incur in order to persuade the other party to (re)perform the agreement properly;
b) reasonable costs to determine the cause and extent of the damage insofar as they relate to the direct damage as referred to here;
(c) reasonable and demonstrable costs incurred by the party concerned to prevent or mitigate the direct damage referred to in this Article.
9.4 The Other Party's right to compensation for damages will in any case lapse in the event that it does so:
a) The Other Party has not taken measures to limit the damage immediately after the discovery of the event causing the damage;
b) Customer has not informed Dajema IT Distributors of all relevant information within three weeks after becoming aware of the damage.
9.5 The exclusions and restrictions referred to in this article will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the party causing the damage and/or its management.
Article 10. Force majeure
10.1 Dajema IT Distributors is not obliged to fulfill any obligation towards the Customer if it is hindered to do so as a result of a circumstance that is not attributable to guilt, and for which Dajema IT Distributors is not responsible by virtue of the law, a legal act or generally accepted standards.
10.2 In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Dajema IT Distributors has no influence, but as a result of which Dajema IT Distributors is unable to fulfill its obligations. In particular, force majeure is understood to mean: domestic unrest, network attack, mobilisation, war, blockage in transport, strike, industrial disturbances, stagnation in supply, fire, flood, import and export impediments and in the event that Dajema IT Distributors is unable to deliver by its own suppliers, regardless of the reason for this, as a result of which fulfilment of the agreement cannot reasonably be demanded from Dajema IT Distributors.
10.3 Dajema IT Distributors may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
10.4 Insofar as Dajema IT Distributors has already partially fulfilled or will be able to fulfil its obligations under the agreement at the time of the occurrence of force majeure, and the fulfilled or to be fulfilled part has independent value, Dajema IT Distributors is entitled to invoice the already fulfilled or to be fulfilled part separately. Client is obliged to pay this invoice.
Article 11. Confidentiality
11.1 The parties shall treat information provided to each other as confidential if the information is marked as confidential or if the receiving party knows or should reasonably suspect that the information is intended to be confidential ("Confidential Information"). The content of the agreement is in any case confidential.
11.2 The obligation to treat Confidential Information as strictly confidential does not apply if the receiving Party can prove that the information is confidential:
× was in the possession of the receiving Party before the date of transmission;
× is available from a third party without the third party violating any obligation of confidentiality to the Party providing the information by providing it;
× available from public sources, such as newspapers, patent databases, publicly accessible websites or services;
× is developed by the receiving Party independently and without the use of any information provided by the providing Party.
11.3 If a Party receives an order to release Confidential Information from a Competent Authority, it shall be entitled to do so. However, the providing Party shall be informed of the order in advance and as soon as possible, unless the order expressly prohibits it. If the issuing Party indicates that it wishes to take measures against the order (e.g. by means of summary proceedings), the receiving Party will wait to issue the order until a decision has been made to that effect, insofar as this is legally possible.
11.4 The parties will also impose the confidentiality obligations set out in this article on employees and third parties who are engaged in the performance of the agreement and to whom the Confidential Information is provided.
Article 12. Applicable law
12.1 An agreement is governed by Dutch law.
12.2 As far as the rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of the agreement will be submitted to the competent Dutch court for the district in which Dajema IT Distributors has its registered office.
Article 13. Final provisions
13.1 If any provision of the agreement proves to be null and void, this does not affect the validity of the entire agreement. In that case, the parties will adopt (a) new provision(s) as a replacement, which will give shape to the intention of the original agreement and General Terms and Conditions as much as is legally possible.
13.2 The parties are only entitled to transfer their rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, Dajema IT Distributors is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.
13.3 The version of any communication received or stored by Dajema IT Distributors is considered authentic, except for evidence to the contrary to be provided by Customer.