General Terms and Conditions of Delivery of SpangenbergGroup
Article 1. Definitions
- Offer: any offer by Contractor to Client;
- General Conditions: the set of provisions as set forth below;
- Day: calendar day;
- Service: all services performed by the Contractor for the Client in performance of the Agreement;
- Employee(s): persons employed by Contractor or one of Contractor's affiliates as well as auxiliary persons engaged by Contractor;
- Contractor: SpangenbergGroep located in Maastricht and registered with the Chamber of Commerce under KVK number 14069099;
- Principal: any party, natural or legal person, with whom the Contractor negotiates the establishment of the Agreement and/or with whom the Contractor concludes the Agreement;
- Agreement: an agreement entered into between SpangenbergGroep and the Client including any amendment(s) agreed after its formation relating to the supply of goods and/or services by SpangenbergGroep to the Client;
- Party (s): Client or SpangenbergGroup. When the term is used in plural form, Client and SpangenbergGroup are meant.
Article 2. Applicability
2.1 These General Terms and Conditions apply to all Offers of SpangenbergGroep and/or all Agreements concluded with SpangenbergGroep and to all other legal relationships between Client and SpangenbergGroep. Deviating provisions are only valid if expressly agreed in advance in writing between Client and SpangenbergGroep.
2.2 The applicability of any purchase and or other conditions of the Client is expressly rejected. In case the Client refers to its own terms and conditions and declares those terms and conditions applicable, the Parties expressly agree by acceptance of these Terms and Conditions of SpangenbergGroep that SpangenbergGroep is not bound by those terms and conditions of the Client.
2.3 Only persons duly authorized according to the trade register of the Chamber of Commerce are authorized to perform legal acts on behalf of SpangenbergGroep. Legal acts performed by other than authorized persons can only be invoked against SpangenbergGroep and third parties if SpangenbergGroep has ratified them in writing.
2.4 Prior to the conclusion of the Agreement, the text of these General Terms and Conditions will be made available to the Client. If this is not reasonably possible, SpangenbergGroep will indicate, prior to the conclusion of the Agreement, how the General Terms and Conditions can be inspected at SpangenbergGroep and that they will be sent free of charge by e-mail at the request of the Client as soon as possible.
2.5 The General Terms and Conditions are accessible to all and included on the internet site www.spangenberggroep.nl/alv.
2.6 SpangenbergGroup is at all times entitled to make amendments or additions to these Terms and Conditions. The amended Terms and Conditions will continue to apply. The amendment will be communicated by e-mail to the Client.
2.7 These Terms and Conditions also apply to anyone engaged by SpangenbergGroep, and anyone for whose acts or omissions SpangenbergGroep is or may be liable.
Article 3. The Offer
3.1 An Offer by SpangenbergGroup is made entirely without obligation. The price calculations and conditions included in the Offer apply only to the specified Performance. If an Offer has a limited period of validity, or is made under other conditions, this is expressly stated in the Offer.
3.2 All information, data and/or other characteristics provided with the Offer are always approximate and are never binding on SpangenbergGroep, unless the Agreement expressly provides otherwise.
3.3 SpangenbergGroep cannot be held to its Offer if the Client should have understood that the Offer, or any part thereof, contained an obvious mistake or clerical error.
3.4 Upon acceptance of a non-binding Offer by the Client, SpangenbergGroep reserves the right to revoke or depart from the Offer within 3 working days of receiving the acceptance.
3.5 Verbal commitments bind SpangenbergGroep only after they have been expressly confirmed in writing by SpangenbergGroep.
3.6 SpangenbergGroup's Offer does not automatically apply to subsequent Offers.
3.7 A compound Offer does not oblige SpangenbergGroup to perform part of the Offer at a corresponding part of the price stated in the Offer.
3.8 Additions, amendments and/or further agreements shall only be effective if expressly agreed in writing between the Parties.
Article 4. The Agreement
4.1 An Agreement between SpangenbergGroep and the Client is concluded after it has been assessed for feasibility by SpangenbergGroep and SpangenbergGroep confirms in writing the conclusion and content of the Agreement. If an Offer is accepted by the Client within the period for acceptance as stated in the Offer, an Agreement is concluded when the Client accepts the Offer by means of a fully completed and signed Telephone Services Cooperation Agreement.
4.2 Insofar as the acceptance by the Client of an Offer made by SpangenbergGroep differs in any respect from the Offer, an Agreement will not be formed until SpangenbergGroep expressly confirms in writing the formation and content of the Agreement.
4.3 SpangenbergGroep reserves the right, without giving reasons, not to accept the acceptance of an Offer made by it or to accept it only under (additional) condition(s).
4.4 SpangenbergGroep may - within legal frameworks - investigate whether the Client can meet its payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement. If, based on this investigation, SpangenbergGroep has grounds not to enter into the Agreement, SpangenbergGroep may refuse an application or attach special conditions to its performance, including, for example, the provision by the Client of security for the timely performance of its obligations under the Agreement.
Article 5. Prizes
5.1 The prices and rates quoted by SpangenbergGroep are exclusive of VAT and any other government imposed levies.
5.2 For SpangenbergGroup's telephone service, the rate applies to a call with handling time of up to 120 seconds.
5.3 If this handling time of 120 seconds is exceeded, SpangenbergGroep will charge Euro 0.03 per second.
5.4 If the standard handling time is structurally exceeded, SpangenbergGroep will make a proposal for a modified subscription form containing adjusted handling times.
5.5 Usage-based amounts are payable by Client based on actual recorded usage afterwards. Reports on consumption recorded by SpangenbergGroup are available to the Client.
5.6 Price increases resulting from statutory regulations or provisions will be allowed to be passed on immediately and in full by SpangenbergGroep to the Client.
5.7 SpangenbergGroep is permitted to increase (index) its prices annually by up to 5%, without the possibility for the Client to terminate the relevant Agreement. Price changes will be communicated by SpangenbergGroep to Client by e-mail and will take effect 30 days after the communication.
5.8 SpangenbergGroep is further authorized to pass on price increases to the Client if they occur 3 months after the formation of the Agreement. A price increase may arise from, inter alia (not exhaustively): an increase in operating costs, an increase in the prices of suppliers, intermediaries, operators or other suppliers, auxiliary materials used, materials, epidemic, pandemic, war, weather conditions, calamities, scarcity, a change in the relevant collective bargaining agreement, or as a result of laws, decrees or decisions of a mandatory nature made by the government. The Client shall be notified by e-mail of a price change to be implemented in good time, in principle 30 days in advance. Price changes under the 10% do not give the Client the right to terminate the agreement.
5.9 All prices are subject to printing and typesetting errors. No liability is accepted for the consequences of printing and typesetting errors.
Article 6. Performance of the Service
6.1 When executing the Agreement, SpangenbergGroep will exercise the care of a good contractor and perform the Service to the best of its knowledge and ability. SpangenbergGroep always has an obligation of effort, never an obligation of result.
6.2 After the formation of the Agreement, SpangenbergGroep will perform the Service in accordance with the signed Telephone Services Cooperation Agreement as soon as possible, at the latest within 7 working days after receipt of completed and signed Cooperation Agreement and if clause 6.4 has been fulfilled.
6.3 If and to the extent required for the proper performance of the Service, SpangenbergGroep has the right to have certain work performed by third parties.
6.4 Client shall ensure the timely supply of all data, information and other documents necessary for the performance of the service. SpangenbergGroep will start the service no later than 7 days after receiving all relevant data.
6.5 If the performance of the Service requires access to systems of the Client, the Client shall enable SpangenbergGroep to do so. Any additional costs associated with arranging access to the Client's systems shall be borne entirely by the Client.
6.6 Any action that takes place on a system of Client is deemed to take place under the responsibility and risk of Client. In the event of suspected misuse of access to the system, Client must report this to SpangenbergGroep as soon as possible so that it can take appropriate action.
6.7 When accessing systems of the Client, SpangenbergGroep determines which login names and passwords are used for this purpose.
6.8 SpangenbergGroep has the right to take delivered Services (temporarily) out of use and/or to restrict their use, or not to provide them or to provide them only to a limited extent, if the Client fails to comply with the Agreement or violates these General Terms and Conditions.
Article 7 - Amendments or supplements to the Agreement.
7.1 The Service includes only the work and items specified in the Agreement.
7.2 If, due to circumstances at the time of the Offer or confirmation of the Service, SpangenbergGroep has to perform more work than agreed, or has to perform work under circumstances more difficult than was or should have been known at the time of entering into the Agreement, SpangenbergGroep is entitled to charge the Client the resulting additional costs through the agreed rate or SpangenbergGroep's usual rate.
7.3 Changes and/or additions in the performance of the Agreement required by the Client after the Agreement has been concluded must be notified by the Client to SpangenbergGroep in good time and in writing.
7.4 If the Parties have agreed on a particular amendment, additional or less work, extension or curtailment of the Agreement, SpangenbergGroep will confirm the amendment to the Client in writing. This written confirmation will in any case show the substantive, financial and time-related consequences of the amendment.
7.5 All costs associated with amending the Agreement shall be reimbursed by the Client to SpangenbergGroep, such as, for example, but not limited to: purchased services, hired helpers, cancellation costs, etc.
7.6 If SpangenbergGroep is otherwise of the opinion that there is additional work due to unforeseen circumstances at SpangenbergGroep's discretion, SpangenbergGroep will inform the Client thereof as soon as possible (in writing) unless immediate action is required. SpangenbergGroep will provide the Client with an indication of the costs associated with the additional work.
7.7 If the Client does not, within 5 working days of receiving the notice referred to in paragraph 5
notice from SpangenbergGroep in writing to object to the additional work, Client is deemed to have accepted such additional work and Client is obliged to reimburse SpangenbergGroep for the resulting (additional) costs. Client is at all times obliged to reimburse Client for the costs associated with immediate action as stated in paragraph 5.
7.8 If an amendment of the Agreement has been agreed in writing, the Client is also obligated to reimburse SpangenbergGroep the agreed price for what has already been delivered by SpangenbergGroep up to the time of amendment.
7.9 SpangenbergGroep has the right to deviate from previously agreed lead times to the extent necessary, in SpangenbergGroep's opinion, to fulfill the obligations under the amended Agreement.
7.10 Additional work is also involved if, as a result of the provision of incorrect or incomplete data by the Client, SpangenbergGroep has to reorganize the planned work or organize it differently. SpangenbergGroep is entitled to charge the costs for additional work to Client on the basis of the hourly rate applicable at the time of delivery or completion.
8.1 If Client expects an increase in call traffic that deviates from the normal pattern, Client must notify SpangenbergGroep in a timely manner.
8.2 The Customer shall ensure and guarantee strict compliance with the laws and regulations contained in the Telecommunications Act, similar laws and regulations abroad, as well as rules of conduct and covenants applicable within the Telecommunications industry, such as the covenant to prevent improper use of information numbers and other regulations, whether or not imposed by the government. Furthermore, the Client shall comply with foreign laws and regulations, if applicable to the Services.
Article 9. Supplied data, files and data carriers.
9.1 Client shall always, solicited and unsolicited, timely and truthfully provide SpangenbergGroep with all relevant and essential information required for the design, execution and completion of the Agreement. Client warrants and bears the (financial) risk of the accuracy, completeness and reliability of the information provided to SpangenbergGroep, even if originating from third parties.
9.2 All data and files to be supplied by a Client in the context of the Agreement must be supplied by the Client in the format and in the manner specified by SpangenbergGroep. Errors or delays caused (partly) because the Client does not comply with this cannot lead to any liability of SpangenbergGroep. The Client indemnifies SpangenbergGroep against any claims by third parties as a result of such errors or imperfections.
9.3 The Client is liable for any damage suffered by SpangenbergGroep as a result of errors or imperfections in the data, files or data carriers supplied by it. This should include any viruses, worms or other electronic elements.
9.4 Client warrants with respect to data, files and data carriers to be supplied by it to SpangenbergGroep that it is entitled to make them available and that SpangenbergGroep is
Article 10. Use of data provided.
10.1 The Client is not permitted to use the data provided by SpangenbergGroep for any purpose other than that specified in the Agreement.
10.2 Unless expressly agreed in writing between the Parties, data provided by SpangenbergGroep will be used by Client only once and this one-time right will expire in the case of company data after the expiry of three months and in the case of consumer data after the expiry of four weeks after SpangenbergGroep has provided relevant data. Upon expiry of the permitted use, Client is obliged to destroy or delete the data immediately.
10.3 SpangenbergGroup does not guarantee the accuracy and completeness of the data it provides.
10.4 SpangenbergGroep is entitled to add a number of control data (such as addresses) to the data it provides. If these control data show that the Client does not comply with the agreed use, full proof of its attributable failure is thereby provided, subject to evidence to the contrary on its part.
10.5 In case of violation of any of the provisions of this article, the Client forfeits (per violation) to SpangenbergGroep a once-only, immediate and not susceptible to set-off and (judicial) mitigation penalty of €5,000, - as well as a penalty of €5,000, - for each day or part thereof that the violation continues, all without prejudice to SpangenbergGroep's right to compensation for the damage suffered and to be suffered by it.
Article 11. Privacy
11.1 If the Agreement involves SpangenbergGroep providing personal data to the Client, the following terms and conditions also apply to the Agreement.
11.2 Client will inform SpangenbergGroep prior to the provision of the data referred to in clause 10.1 about the purpose for which the data provided will be used.
11.3 SpangenbergGroup will implement adequate technical and organizational measures to secure personal data against loss or any other form of unlawful processing.
11.4 SpangenbergGroup makes every effort to maintain the confidentiality of personal data of which it has knowledge.
11.5 SpangenbergGroep enters into a confidentiality agreement with all employees of SpangenbergGroep. All employees of SpangenbergGroep who come into contact with personal data of or for the Client shall, if necessary, sign an additional confidentiality agreement.
11.6 Client is not permitted to take or distribute personal data provided by SpangenbergGroep outside the Netherlands, except with prior written consent.
11.7 If Client provides personal data to SpangenbergGroep, it warrants that with respect to such data the applicable privacy protection regulations (including, inter alia, the Personal Data Protection Act and the AVG) have been complied with and that the provision to and processing by SpangenbergGroep is permitted under these regulations. Client shall also comply with these regulations with respect to the personal data supplied to it by SpangenbergGroep. Client indemnifies SpangenbergGroep against claims of third parties arising as a result of non-compliance with these regulations.
11.8 The Client shall take such technical and organizational measures to secure its Services that third parties cannot gain unauthorized knowledge of data provided by SpangenbergGroep or have unauthorized access to such data.
Article 12. Availability of services.
12.1 SpangenbergGroep will make every effort to achieve uninterrupted availability of the Services provided, but offers no form of guarantee for this. Unless otherwise agreed in writing between the Parties, with respect to the availability of the Services the following conditions apply
- SpangenbergGroep has the right to put its systems, including the website, or parts thereof temporarily out of operation for maintenance, modification or improvement. SpangenbergGroep is not liable for any damages in connection with such taking out of service.
- SpangenbergGroep will make every effort to inform Client of the nature and expected duration of the interruption in the event of the unavailability of the service, due to outages, maintenance or other causes.
Article 13. Payment
13.1 SpangenbergGroep uses automatic direct debit as its standard method of payment and sends its invoices digitally.
13.2 If no direct debit has been agreed between the Parties in the Agreement or additional terms and conditions, the amounts and/or down payments owed by the Client must be paid within 14 Days after the invoice date to an account to be designated by SpangenbergGroep. The value date indicated on SpangenbergGroep's bank statements on which a payment is received shall count as the day on which the payment was made.
13.3 Claims shall be deemed unpaid until the Client proves payment.
13.4 An objection relating to an invoice must be notified to SpangenbergGroep in writing within 7 Days from the invoice date by sending an e-mail to the sender of the invoice. A written objection shall not suspend the term of payment.
13.5 The Client shall never be entitled to deduct from the price any amount by way of set-off on account of discount or on account of a counterclaim made by it.
13.6 Different payment arrangements must be expressly agreed upon in writing between the Parties.
13.7 In the event of late payment, the Client shall be in default by operation of law without the need for prior written summons and notice of default.
13.8 SpangenbergGroep is entitled to charge administrative costs of €7.50 for the 1st reminder and €12.50 for a reminder in the event of non-payment (or late payment), refused direct debit or reversal of payment.
13.9 Every payment made by the Client shall serve - if applicable - firstly to pay the interest, collection costs and administrative costs owed by him and then to pay the outstanding claims in order of age.
13.10 If the Client fails to timely fulfill its payment obligation(s), SpangenbergGroep shall add to the principal amount due the statutory commercial interest per month, part of a month calculated as a whole, to be calculated from the initial due date until the Day of Payment in Full.
13.11 If the Client fails to timely fulfill its payment obligation, and SpangenbergGroep is forced to perform collection activities in order to enforce payment of the outstanding claim, SpangenbergGroep is also entitled to pass on to the Client all actual costs of judicial and extrajudicial collection. The extrajudicial collection costs amount to 15% over the amount due, with a minimum of €75.
Article 14. Duration and termination
14.1 The Agreement concluded between the Parties is entered into for a fixed term of 12 months, unless the nature of the Agreement dictates otherwise or if the Parties have expressly agreed otherwise in writing.
14.2 A fixed-term agreement cannot be terminated prematurely by the Client.
14.3 The Contractor shall always have the right to terminate a fixed-term agreement prematurely without notice of default or judicial intervention being required and without being liable for compensation in any form whatsoever.
14.4 A Contract for a definite period is always automatically renewed for the same period after the expiry of the period stated in the contract, unless notice of termination is given by registered letter by the end of the (extended) contract period and subject to a notice period of three (3) months. The notice period will be extended by one month to a maximum of 6 months after each extended contract period.
14.5 An Indefinite Term Agreement shall have a mutual notice period of three (3) months, unless otherwise contractually agreed between the Parties.
14.6 If the Agreement is terminated prematurely by SpangenbergGroep, SpangenbergGroep will, if so requested by the Client in writing, ensure proper transfer of the work still to be performed to a third party nominated by the Client unless the termination of the Agreement is attributable to the Client. Work relating to transfer will be charged to the Client at SpangenbergGroep's usual hourly rate.
14.7 If the Client fails to comply with the provisions of this article and proceeds to (partially) terminate the Agreement then all claims under the Agreement, both the (monthly) payments due at that time and in the future, shall be immediately due and payable in full.
Article 15 - Power of termination and/or suspension
15.1 If the Client fails to fulfill one or more of its obligations (including payment obligations) towards SpangenbergGroep in a timely or proper manner, SpangenbergGroep is entitled - without prejudice to all other rights accruing to SpangenbergGroep - to suspend the fulfillment of its obligations towards the Client until the Client has as yet fully complied with its obligations towards SpangenbergGroep and, in case of default of the Client, all claims of SpangenbergGroep against the Client shall become immediately due and payable at once.
15.2 SpangenbergGroep has, in addition to all other rights to which it is entitled, the right to terminate the Agreement concluded with the Client, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial declaration if:
- there is permanent force majeure as referred to in Article 16;
- ` the Client is granted (provisional) suspension of payments, the Client's bankruptcy is filed for or the Client itself files for bankruptcy, the Client offers its creditors a (private) composition or (for this purpose) convenes a meeting of creditors or if, with respect to the Client, application is made or granted of the Natural Persons Debt Rescheduling Act;
- the Client's business is liquidated and/or the Client's business activities are effectively discontinued or moved to a location outside the Netherlands;
- the Client was requested, at the conclusion of the Agreement, to provide security for the fulfillment of his/her obligations under the Agreement and this security is not provided or is insufficient.
15.3 The Client shall, in the cases referred to in paragraph 2 above, immediately notify SpangenbergGroep and, pending further instructions from SpangenbergGroep, take appropriate measures to protect the interests of SpangenbergGroep.
15.4 In case of default of the Client, SpangenbergGroep has the right to terminate the Agreement (out of court), and the term(s) remaining after termination and/or the remaining amount may be claimed as damages, without prejudice to SpangenbergGroep's right to claim (additional) damages in addition or instead and the obligation of the Client to reimburse SpangenbergGroep for the resulting costs.
15.5 If SpangenbergGroep suspends or dissolves the agreement, it is in no way liable to pay compensation for damage or costs incurred in any way.
15.6 If SpangenbergGroep proceeds to dissolve the Agreement, SpangenbergGroep's claims against the Client are immediately due and payable.
15.7 If SpangenbergGroep has reasonable doubt as to the payment ability of the Client, SpangenbergGroep is authorized to suspend performance of the Service until security for payment is provided by the Client, without itself being liable for any compensation and without itself waiving its other rights under this Agreement or the law.
Article 16 - Force majeure
16.1 SpangenbergGroep is in no way liable or obliged to compensate any form of damage, if and to the extent its obligations cannot be fulfilled due to force majeure.
16.2 Force majeure shall in any case mean any foreign cause, as well as any circumstance, which should not reasonably be at the risk of the Supplier and which prevents the fulfilment of the obligations such as, for example, malfunctions or breakdowns of the internet, telecommunications infrastructure, network attacks, DoS or DDoS attacks, power failures, domestic riots, mobilization, war, traffic congestion, strike, lockout, business disturbances, personnel problems, government measures, pandemic, epidemic, as well as non-performance by suppliers of SpangenbergGroep, epidemic, pandemic fire, theft, flood, import and export restrictions.
16.3 In case of permanent force majeure, SpangenbergGroep is entitled to terminate the Agreement with the Client by means of a written statement and without judicial intervention. In this respect SpangenbergGroep is not liable to the Client for any damage suffered by the Client, of whatever nature and extent.
16.4 In case of temporary force majeure, SpangenbergGroep is entitled to extend the period within which the Agreement must be performed by the time during which the temporary impediment applies. If said impediment lasts longer than 3 months, the Client may demand (partial) rescission of the Agreement, without the Client being entitled to compensation, all without prejudice to the (payment) obligations of the Client in respect of the part of the Agreement already performed by SpangenbergGroep.
16.5 If, as a result of force majeure, SpangenbergGroep is prevented from fulfilling its obligations to one or some of its Clients, but not the obligations to all Clients, SpangenbergGroep is entitled to decide, at its own discretion, which of the obligations and to which Clients it will fulfill, as well as the order in which it will do so.
16.6 If when force majeure occurs SpangenbergGroep has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Client is bound to pay this invoice as if it were a separate Agreement.
Article 17 - Liability
17.1 SpangenbergGroep is not liable for damage, of whatever nature, arising because SpangenbergGroep has relied on incorrect and/or incomplete data provided by or on behalf of the Client.
17.2 SpangenbergGroep is, in the event of late, incorrect or faulty delivery or defects of or to the Service and/or performance of the Agreement, in no way liable for any indirect, incidental, and/or consequential damage caused by this to the Client and/or third parties, except insofar as there is intent or deliberate recklessness on the part of SpangenbergGroep, its employees, or auxiliary persons engaged by it.
17.3 The Client shall indemnify and hold SpangenbergGroep and/or its Employees harmless from and against any and all claims by the Client and/or third parties for compensation of damage suffered by such third parties as a result of a service provided by the Client to such third parties that (partly) consisted of a Service provided by SpangenbergGroep. The indemnification also includes the procedural and related costs to be incurred.
17.4 SpangenbergGroep is not liable for any form of damage of whatever nature and/or harmful consequences if it is the result of extraordinary and/or unforeseen circumstances which SpangenbergGroep, in connection with the nature of the Service to be performed, could not reasonably have been expected to take into account and/or appropriate measures should have been taken and it would furthermore be unreasonable to make the damage its responsibility.
17.5 SpangenbergGroep is only liable for direct damage of the Client to the extent caused by the performance of the Service and attributable to intent and/or conscious recklessness, and/or serious attributable failure attributable to SpangenbergGroep and/or its Employees.
17.6 In the event that SpangenbergGroep is or does become liable, SpangenbergGroep's contractual and/or extra-contractual liability is limited to (in separate and descending order):
- maximum the amount SpangenbergGroep has invoiced to the Client for that Service excluding VAT, at least up to that portion of the amount to which the liability relates, less the out-of-pocket costs in the matter;
- the amount recoverable from engaged third parties, auxiliary persons;
- maximum the amount of the payment made by SpangenbergGroup's insurer in such case.
17.7 Any claim of the Client and/or third parties, on the basis of which SpangenbergGroep could be held liable, lapses by the mere expiry of twelve months after such claim arose and in any case after the expiry of six months after SpangenbergGroep delivered the Service to which the liability relates by SpangenbergGroep, regardless of the legal basis of the claim.
17.8 The provisions of this article also apply for the benefit of Employees employed by SpangenbergGroep and of all (legal) persons whose services SpangenbergGroep makes use of in the performance of the Agreement and for the benefit of the group of which it forms part.
Article 18 - Other provisions
18.1 SpangenbergGroep is entitled to assign all rights and obligations under the Agreement, to third parties. The Client expressly agrees to this.
18.2 If the Client's company or part thereof is continued in or merged with another company for any reason, in any way, shape or form, a joint and several liability arises for the original Client and the successor company with respect to the fulfillment of the obligations under the Agreement with SpangenbergGroep.
18.3 If the Agreement is entered into with two or more Clients, they are each jointly and severally liable for its full performance.
18.4 If any provision of these General Conditions is found to be wholly or partly void or voidable, or otherwise invalid, the remaining provisions shall remain in full force and effect. The provisions that are not legally valid or cannot legally be applied will be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.
18.5 All Agreements concluded under these General Terms and Conditions shall be governed exclusively by Dutch law. The Dutch text of these General Conditions is binding and prevails over translations thereof.
18.6 Disputes, including those regarded as such by only one Party, arising from or related to (the execution) of these General Terms and Conditions, the Agreement and/or any agreements resulting from or related to it, as well as other legal acts, shall be submitted to the competent court in the Netherlands and in the district in which SpangenbergGroep has its registered office, unless otherwise provided by rules of mandatory law.
18.7 During the contract period and for a period of 24 months after the end of the assignment, the client refrains from employing or deploying an employee of SpangenbergGroup on behalf of the company on any basis other than through SpangenbergGroup. He warrants that affiliates of him will refrain from the same conduct. Employee of SpangenbergGroep in this case means an employee who is currently employed by SpangenbergGroep or an affiliated company or an employee who has been employed by SpangenbergGroep or an affiliated company in the 24 months prior to the termination of the assignment/agreement with the Client. In case of breach of this provision, SpangenbergGroep forfeits, immediately due and payable, a penalty of € 75,000, to be increased by a penalty of € 1,000 for each day that it or its affiliated company remains in default to terminate the irregular situation, without prejudice to the possibility for SpangenbergGroep to claim compensation for the damage suffered.