Spangenberg Group

General terms and conditions

General Terms and Conditions of Delivery of SpangenbergGroup

Article 1. Definitions

Offer: any offer by the Contractor to the Client;

General Conditions: the set of provisions as set out below;

Day: calendar day;

Service: all services performed by the Contractor for the Client in performance of the Agreement;

Employee(s): persons employed by the Contractor or one of the Contractor's affiliates as well as auxiliary persons engaged by the Contractor;

Contractor: SpangenbergGroep based 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 formation 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 relations 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, by accepting these Terms and Conditions of SpangenbergGroep, expressly agree 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 authorised 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, before the Agreement is concluded, how the General Terms and Conditions can be inspected at SpangenbergGroep and that they will be sent by e-mail free of charge at the Client's request as soon as possible. 

2.5 The General Terms and Conditions are accessible to everyone and included on the internet site www.spangenberggroep.nl/alv.

2.6 SpangenbergGroup is at all times entitled to amend or supplement these General Terms and Conditions. The amended General 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 any person engaged by SpangenbergGroep, and any person 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 exclusively 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 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 withdraw or deviate from the Offer within 3 working days of receiving the acceptance.  

3.5 Verbal commitments shall 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 composite 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 the conclusion and content of the Agreement in writing. 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 deviates from the Offer in any respect, an Agreement will not be formed until SpangenbergGroep expressly confirms the formation and content of the Agreement in writing. 

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 fulfilment of its obligations under the Agreement. 

Article 5. Prices

5.1       De door SpangenbergGroep opgegeven prijzen en tarieven zijn exclusief btw en exclusief eventuele andere van overheidswege opgelegde heffingen.

5.2 For SpangenbergGroup's telephone service, the tariff 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 the Client based on the actual recorded usage afterwards. Reports on consumption recorded by SpangenbergGroep are available to the Client.

5.6 Price increases resulting from statutory regulations or provisions will be allowed to be passed on by SpangenbergGroep to the Client immediately and in full.

5.7       Het is SpangenbergGroep toegestaan 2 maal per jaar (januari en juli) de prijzen met maximaal 7% te verhogen (indexeren), zonder de mogelijkheid voor Opdrachtgever om de betreffende Overeenkomst op te zeggen.

5.8 SpangenbergGroep is furthermore entitled to pass on price increases to the Client if they occur 3 months after the conclusion of the Agreement. A price increase may arise due to, among other things (not exhaustive): an increase in operating costs, an increase in the prices of suppliers, intermediate parties, operators or other suppliers, auxiliary materials used, materials, epidemics, pandemics, war, weather conditions, calamities, scarcity, a change in the relevant collective labour agreement, or as a result of laws, decrees or decisions of a mandatory nature made by the government. Client shall be informed in time, in principle 30 days in advance, by e-mail of a price change to be implemented. Price changes under the 10% do not entitle the Client 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.

5.9       Bij dedicated ondersteuning worden pauze doorbetaald. Bij diensten vanaf 5 uur wordt 0,5 uur pauze doorbelast tegen het standaard uurtarief.

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 activities 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 the Client's systems, the Client shall enable SpangenbergGroep to do so. Any additional costs associated with arranging access to the Client's systems shall be borne in full by the Client.

6.6 Any action that takes place on a system of the Client is deemed to take place under the responsibility and risk of the Client. In case of suspected misuse of access to the system, Client shall report this to SpangenbergGroep as soon as possible so that it can take appropriate measures.

6.7 When accessing the Client's systems, 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 deliver or to restrict their use, 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 SpangenbergGroep, due to circumstances at the time of the Offer or confirmation of the Service, 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 for 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 to SpangenbergGroep by the Client 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: services purchased, auxiliary persons engaged, 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 shall 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       Indien de Opdrachtgever niet binnen 5 werkdagen na de ontvangst van de in lid 5 bedoeldemededeling van SpangenbergGroep schriftelijk heeft laten weten bezwaar te hebben tegen het meerwerk, wordt Opdrachtgever geacht dit meerwerk te hebben aanvaard en is Opdrachtgever verplicht de daaruit voortvloeiende (extra) kosten aan SpangenbergGroep te vergoeden. Opdrachtgever is te allen tijde gehouden om de kosten verbonden aan het onmiddellijk handelen zoals gesteld in lid 5, aan de Opdrachtgever te vergoeden.

7.8 If an amendment of the Agreement has been agreed in writing, the Client is also obliged 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 fulfil its obligations under the amended Agreement.

7.10 There is also additional work if, as a result of the provision of incorrect or incomplete data by the Client, SpangenbergGroep has to re-arrange or reorganise the planned work. 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.

Article 8. Terms of use

8.1       Indien Opdrachtgever een toename van het callverkeer verwacht die afwijkt van het normale patroon dan dient opdrachtgever SpangenbergGroep hier tijdig van op de hoogte te stellen. Service levels kunnen enkel gegarandeerd worden indien forecasts tijdig aangeleverd worden (tenminste 2 weken van te voren. Service levels kunnen niet worden gegarandeerd op het moment dat het daadwerkelijke aantal klantcontacten 20% (naar boven of beneden) afwijkt van de aangeleverde forecast.

8.2 The Customer shall ensure and warrant 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 Customer shall comply with foreign laws and regulations, if applicable to the Services.

8.2       Officiële Nederlandse feestdagen worden als zondag beschouwd. Bezetting op zondagen kent een toeslag tarief van +100% ten opzichten van het standaard tarief.

 

 

Article 9. Provided 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 it originates 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 specified by SpangenbergGroep and in the manner to be indicated 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 guarantees, with regard to data, files and data carriers to be supplied by it to SpangenbergGroep, that it is entitled to make these available and that SpangenbergGroep is

Article 10. Use of data provided

0.1 The Client is not permitted to use the data provided by SpangenbergGroep for a purpose other than that specified in the Agreement.

10.2 Unless expressly agreed in writing between the Parties, data provided by SpangenbergGroep shall only be used once by the Client and this one-time right shall 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 monitoring data show that the Client does not comply with the agreed use, this will constitute full proof of its attributable failure, unless the Client can prove otherwise.

10.5 In case of violation of any of the provisions in this article, the Client forfeits (per violation) to SpangenbergGroep a one-off, immediate penalty of €5,000, - which is not susceptible to set-off and (judicial) mitigation, 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 shall inform SpangenbergGroep prior to the provision of the data referred to in article 10.1 about the purpose for which the data provided will be used.

11.3 SpangenbergGroup will take adequate technical and organisational measures to secure the 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 allowed to take personal data provided by SpangenbergGroep outside the Netherlands or to distribute it 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 in respect of the personal data supplied to it by SpangenbergGroep. Client shall indemnify SpangenbergGroep against claims of third parties arising as a result of non-compliance with these regulations.

11.8 Client shall take such technical and organisational measures to secure its Services that third parties cannot gain unauthorised knowledge of data provided by SpangenbergGroep or have unauthorised 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, the following conditions apply to the availability of the Services

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 compensation for damages in connection with such taking out of service.

SpangenbergGroep shall endeavour to inform Client of the nature and expected duration of the interruption in case of unavailability of the service, due to breakdowns, maintenance or other causes.

Article 13. Payment 

13.1 SpangenbergGroep uses 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 from 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 is deemed to be the day on which the payment was made.

13.3 Claims are deemed not to have been paid until the Customer has proved their payment.

13.4 An objection regarding an invoice must be notified in writing to SpangenbergGroep within 7 Days after the invoice date by sending an e-mail to the sender of the invoice. A written objection does not suspend the term of payment.

13.5 The Customer shall never be authorised to deduct any amount from the price by means of a set-off on account of a discount or on account of a counterclaim it has lodged.

13.6 Different payment arrangements must be expressly agreed between the Parties in writing. 

13.7 In the event of late payment, the Client shall be in default by operation of law without prior written summons and notice of default being required.

13.8 SpangenbergGroep is entitled to charge administration costs of €7.50 for the first 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 Customer shall serve - if applicable - firstly to pay the interest, collection and administration costs owed by him and then to pay the outstanding claims in order of age. 

13.10 If the Client fails to fulfil its payment obligation(s) in time, SpangenbergGroep will add to the principal amount due the statutory commercial interest per month, part of a month calculated as a whole month, to be calculated from the initial due date until the Day of Payment in Full.  

13.11 If the Client fails to timely fulfil 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 Contractor always has 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 fixed-term Contract is always automatically extended for the same period after the end of the period stated in the contract, unless notice is given by registered letter towards the end of the (extended) contract period and subject to three (3) months' notice. The notice period is extended by one month to a maximum of 6 months after each extended contract period.

14.5 An Agreement for an indefinite period has a mutual notice period of three (3) months, unless contractually agreed otherwise between the Parties.

14.6 If the Agreement is terminated prematurely by SpangenbergGroep, SpangenbergGroep will, if the Client so requests in writing, ensure a 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 dissolution and/or suspension

15.1 If the Client fails to fulfil one or more of its obligations (including payment obligations) towards SpangenbergGroep, or fails to do so in a timely or proper manner, SpangenbergGroep is entitled - without prejudice to all other rights accruing to SpangenbergGroep - to suspend fulfilment of its obligations towards the Client until the Client has fulfilled its obligations towards SpangenbergGroep in full and, in case of default of the Client, all claims of SpangenbergGroep against the Client shall become immediately due and payable in a lump sum.

15.2 SpangenbergGroep has, in addition to all other rights to which it is entitled, the right to dissolve the Agreement concluded with the Client, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial declaration in the event of permanent force majeure as referred to in article 16;

` the Client is granted (provisional) suspension of payments, the Client's bankruptcy is applied 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 application of the Debt Rescheduling (Natural Persons) Act is requested or granted in respect of the Client;

the Client's business is liquidated and/or the Client's business activities are actually discontinued or moved to a location outside the Netherlands;

the Customer was requested to provide security for the fulfilment of his/her obligations under the Agreement when the Agreement was concluded 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) compensation in addition or instead of this and the obligation of the Client to reimburse SpangenbergGroep for the resulting costs.

15.5 If SpangenbergGroep proceeds with suspension or dissolution, 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 about the Client's ability to pay, SpangenbergGroep is entitled 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 is in any case understood to 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 unrest, mobilisation, war, traffic congestion, strike, lockout, business disturbances, staff problems, government measures, pandemic, epidemic, as well as non-performance by suppliers of SpangenbergGroep, epidemic, pandemic fire, theft, flood, import and export obstructions.

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, 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 vis-à-vis which Clients it will fulfil, as well as the order in which this will be done. 

16.6 If SpangenbergGroep has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfil 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, caused by SpangenbergGroep's reliance on incorrect and/or incomplete data provided by or on behalf of the Client.

17.2 In case of late, incorrect or faulty delivery or defects of or to the Service and/or performance of the Agreement, SpangenbergGroep is 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 indemnifies and holds SpangenbergGroep and/or its Employees harmless against all claims of the Client and/or third parties for compensation of damage suffered by these third parties as a result of a service provided by the Client to these third parties that (partly) consisted of a Service provided by SpangenbergGroep. The indemnification includes 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, did not reasonably have to take into account and/or appropriate measures and it would furthermore be unreasonable to make the damage its responsibility.

17.5 SpangenbergGroep is only liable for direct damage of the Client insofar as it is caused by the performance of the Service and is attributable to wilful intent and/or conscious recklessness, and/or serious attributable failure attributable to SpangenbergGroep and/or its Employees.

17.6     In het geval SpangenbergGroep aansprakelijk is of toch aansprakelijk mocht blijken te zijn, is de contractuele en/of buitencontractuele aansprakelijkheid van SpangenbergGroep beperkt tot (in separate en aflopende volgorde):

maximum the amount SpangenbergGroep has invoiced to the Client for that Service excluding VAT, at least up to that part 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;

up to the amount of the payment made by SpangenbergGroup's insurer in the relevant 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 the 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 all (legal) persons which 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 transfer 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 and in any form, a joint and several liability arises for the original Client and the successor company in respect of the fulfilment 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 Terms and Conditions proves to be wholly or partially 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 Terms and Conditions is binding and prevails over translations thereof.

18.6 Disputes, including those which are only considered as such by one Party, arising from or related to (the execution) of these General Terms and Conditions, the Agreement and/or the 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.