General Terms and Conditions

Definitions

zthijs: zthijs, located in Warmond, registered with the Dutch Chamber of Commerce under number 89017692.
Client: the person with whom zthijs has entered into an agreement.
Parties: zthijs and the client together.
Consumer: a client who is also an individual acting in a private capacity.

Article 1 - Applicability of General Terms

These terms apply to all offers, quotations, activities, orders, agreements, and deliveries of services or products by or on behalf of zthijs.
Deviations from these terms are only valid if explicitly agreed upon in writing by both parties.
The applicability of any additional or deviating terms and conditions from the client or third parties is explicitly excluded.

Article 4 - Prices

All prices used by zthijs are in euros, inclusive of VAT, and exclusive of other costs such as administrative fees, levies, and travel, shipping, or transport expenses, unless explicitly stated otherwise.
zthijs may change prices for its services at any time.
Prices for services are based on actual hours worked, calculated using zthijs’s standard hourly rates, unless otherwise agreed.
If a total amount is agreed upon, it is always considered an estimate, unless a fixed, non-negotiable price has been explicitly agreed.
zthijs may deviate up to 10% from the estimated price. If the deviation exceeds 10%, zthijs must notify the client and justify the increase.
The client may cancel the portion exceeding the 10% deviation.
zthijs may adjust prices annually, and will notify the client beforehand.
Consumers have the right to terminate the agreement if they do not accept the price increase.

Article 6 - Payments and Payment Terms

zthijs may require a down payment of up to 50% upon entering into an agreement.
Remaining payments are due within 14 days after delivery.
These deadlines are considered final. Failure to pay on time constitutes default without notice.
zthijs may withhold delivery until payment is made or request financial security.

Article 8 - Consequences of Late Payment

Late payments incur 2% monthly interest for consumer transactions, and 8% for business transactions.
The client is also liable for collection costs and damages.
Collection fees are calculated according to the Dutch “Besluit vergoeding voor buitengerechtelijke incassokosten.”
zthijs may suspend services until payment is made.
In case of liquidation, bankruptcy, seizure, or suspension of payments, all claims become immediately due.
If the client refuses cooperation, full payment is still required.

Article 15 - Delivery Costs

Delivery costs are reimbursed as agreed.

Article 18 - Right of Suspension

Unless the client is a consumer, the client waives the right to suspend any obligation.

Article 20 - Right of Set-off

Unless the client is a consumer, the client waives the right to offset any claim against zthijs.

Article 27 - Insurance

The client must adequately insure the following against fire, explosion, water damage, and theft:

• Items necessary for the agreement
• Items belonging to zthijs that are in the client’s possession
• Items delivered under retention of title
  The insurance policy must be shown upon request.

Article 31 - Warranty

In service agreements, zthijs only has a best-effort obligation, not a result obligation.

Article 33 - Execution of the Agreement

zthijs will execute the agreement with care and professionalism.
zthijs may delegate tasks to third parties.
Execution begins after written agreement and advance payment.
The client is responsible for enabling timely execution.
Delays due to client responsibility will be charged.

Article 34 - Information Provision

The client must provide all necessary information for proper execution in time and in the required format.
The client guarantees the accuracy, completeness, and reliability of provided information.
zthijs will return documents upon request.
Delays due to missing or late information will be charged to the client.

Article 36 - Duration of Service Agreement

Service agreements last one year unless agreed otherwise.
After one year, the agreement renews indefinitely unless terminated with:

• Two months’ notice by either party
• One month’s notice by a consumer
  Deadlines for specific tasks are never fatal unless explicitly stated.

Article 37 - Termination of Fixed-Term Services

Clients may not terminate fixed-term service agreements before one year.
After one year:

• Clients may terminate with three months’ notice
• Consumers may terminate with one month’s notice
  Shorter agreements are not terminable early.

Article 40 - Confidentiality

The client must keep all received information confidential.
This also applies to information that is reasonably confidential or may harm zthijs if disclosed.
The obligation does not apply to:

• Information already public
• Legal disclosure obligations
  The confidentiality obligation lasts for the duration of the agreement and three years after.

Article 41 - Penalty Clause

If confidentiality or intellectual property terms are breached:

• Consumers owe €1,000 per breach
• Legal entities owe €5,000 per breach
  Plus 5% per day the breach continues.
  No prior notice or proof of damage is needed.
  This does not affect other rights to claim damages.

Article 42 - Indemnity

The client indemnifies zthijs against third-party claims related to delivered products/services.

Article 43 - Complaints

Clients must inspect services/products promptly.
Any complaints must be reported within one month; consumers have two months.
The complaint must be described in detail and proven to relate to the agreement.
Complaints do not require zthijs to perform additional work.

Article 44 - Notice of Default

Clients must submit notices of default in writing.
It is their responsibility to ensure receipt by zthijs.

Article 45 - Joint Liability

In agreements with multiple clients, all are jointly liable for the full amount due.

Article 46 - Liability of zthijs

zthijs is only liable for damage caused by intent or deliberate recklessness.
Only direct damage is covered, and only up to the amount paid by insurance or invoice amount.
No liability for indirect damages (loss of profit, savings, etc.).
Images and descriptions are indicative and do not warrant damages or dissolution.

Article 47 - Limitation Period

All claims against zthijs expire 12 months after the event, except as provided in Article 6:89 BW.

Article 48 - Right of Dissolution

The client may dissolve the agreement if zthijs fails in its obligations, unless minor.
If fulfillment is temporarily or permanently impossible, dissolution requires prior default.
zthijs may dissolve the agreement if the client fails to meet obligations.

Article 49 - Force Majeure

Force majeure includes all external causes beyond zthijs's control that hinder performance.
Examples: war, riots, natural disasters, supplier failures, blackouts, strikes, etc.
During force majeure, obligations are suspended.
If it lasts over 30 days, either party may dissolve the agreement.
zthijs is not liable for damages due to force majeure.

Article 50 - Amendment of Agreement

If necessary, the agreement may be amended by mutual written consent.
This does not apply to in-store purchases.

Article 51 - Changes to Terms

zthijs may amend these terms.
Minor changes may be made at any time.
Major changes will be discussed in advance.
Consumers may terminate the agreement upon substantial changes.

Article 52 - Transfer of Rights

Client rights under this agreement may not be transferred without prior written consent.
This clause has proprietary effect under Article 3:83(2) BW.

Invalidity of Provisions

If a provision is invalid or voided, remaining provisions remain valid.
The invalid provision will be replaced by a legally valid one reflecting the original intent.

Applicable Law and Jurisdiction

All agreements are governed by Dutch law.
Disputes shall be submitted exclusively to the court in the district where zthijs is established, unless mandatory law dictates otherwise.