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GENERAL TERMS AND CONDITIONS


  1. These are the General Terms and Conditions of Maxcademy B.V. (hereinafter referred to as: “Maxcademy B.V.”), located at Oder 20, Unit A9933, The Hague. Maxcademy B.V. is registered with the Chamber of Commerce under number 82224463.

  3. Definitions


  5. In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:

    • Algemene Voorwaarden: deze algemene voorwaarden zoals hierna opgenomen.

    • Business: the Counterparty acting in the exercise of a business or profession.

    • Civil Code: the Dutch Civil Code.

    • Assignment: all activities, in any form whatsoever, that Maxcademy B.V. performs for or on behalf of the Counterparty.

    • Remote Service Agreement: an agreement concluded between Maxcademy B.V. and the Counterparty within the framework of an organized system for providing remote services, where up to and including the conclusion of the agreement, one or more remote communication techniques are used exclusively or partially.

    • Service: all activities, in any form whatsoever, that Maxcademy B.V. performs for or on behalf of the Counterparty.

    • Distance Purchase: an agreement concluded between Maxcademy B.V. and the Counterparty within the framework of an organised system for remote sales, using one or more remote communication techniques exclusively or partially, up to and including the moment the agreement is concluded.

    • Agreement: any agreement concluded between Maxcademy B.V. and the Counterparty.

    • Product: all items that are the subject of an Agreement.

    • Counterparty: the Business that has accepted these General Terms and Conditions and commissioned the execution of an Assignment.


    6. Unless these General Terms and Conditions explicitly state otherwise, singular terms shall be deemed to include the plural and vice versa, and references to the male form shall also include the female form and vice versa.


    Applicability

    1. These General Terms and Conditions apply to every offer and every Agreement concluded between Maxcademy B.V. and the Counterparty, unless the parties have expressly agreed otherwise in writing.

    2. These General Terms and Conditions also apply to agreements with Maxcademy B.V. for which third parties are engaged by Maxcademy B.V.

    3. The applicability of any general terms and conditions of the Counterparty is expressly rejected.

    4. Deviations from the Agreement and from these General Terms and Conditions are only valid if they have been expressly agreed in writing by both parties.

    7. Offers

    1. All offers from Maxcademy B.V. are non-binding, unless explicitly stated otherwise, and can be revoked at any time, even if they contain a deadline for acceptance. Offers can also be revoked in writing within seven days of acceptance, in which case no Agreement will be established.

    2. All offers from Maxcademy B.V. are valid for a period of 4 weeks, unless stated otherwise.

    3. Maxcademy B.V. is not bound by offers when the Other Party can reasonably understand that the offer, or a part thereof, contains an obvious mistake or typo.

    4. If the acceptance (whether or not on subordinate points) deviates from what is included in the offer, Maxcademy B.V. is not bound by it. In that case, the Agreement will not be established, unless Maxcademy B.V. explicitly indicates otherwise.


    8. Formation of the Agreement

    1. The Agreement is formed by written (including electronic) acceptance of the offer by the Other Party. Maxcademy B.V. may treat an oral acceptance as if it were made in writing.

    2. An Agreement is also established if the order confirmation is signed by both Maxcademy B.V. and the Other Party, or if Maxcademy B.V. has actually started the execution.

    3. The Agreement replaces all previous proposals, correspondence, agreements or other communications, whether oral or written.


    9. Execution of the Agreement

    1. Maxcademy B.V. will execute the Agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship. The application of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

    2. Maxcademy B.V. determines the manner in which and by whom the Assignment is carried out. Maxcademy B.V. is entitled to have work (partially) performed by third parties.

    3. Maxcademy B.V. is entitled to have the execution of the Agreement take place in phases. If work is carried out in phases, Maxcademy B.V. may invoice each phase separately. As long as the relevant invoice has not been paid, Maxcademy B.V. is not obliged to start the next phase and may suspend the execution.


    10. Changes and Additional Work

  10. If it becomes apparent during the execution of the Agreement that adjustment or supplementation is necessary for proper execution, Maxcademy B.V. will inform the Other Party as soon as possible. The parties will consult in a timely manner to amend the Agreement.

  11. If the change has financial, quantitative and/or qualitative consequences, Maxcademy B.V. will inform the Other Party in advance.

  12. If a fixed price has been agreed, Maxcademy B.V. will indicate to what extent the change leads to a price change. Maxcademy B.V. will provide a cost estimate in advance where possible.

  13. Maxcademy B.V. cannot charge additional costs if the change arises from circumstances attributable to Maxcademy B.V.

  14. Changes are only binding if they have been confirmed in writing by both parties.

Obligations of the Other Party

  1. The Other Party is responsible for the timely and complete provision of all data, instructions, materials and/or equipment that Maxcademy B.V. indicates are necessary, or that the Other Party should reasonably understand are necessary for the execution of the Agreement.

    The Other Party must also provide all necessary access, permissions and authorisations.

  2. The Other Party is responsible for (the use of) the hardware and software within its organisation, as well as for security and management measures.

  3. If it has been agreed that the Other Party will provide software, materials or data, these must meet the necessary specifications for the proper execution of the work.

  4. Maxcademy B.V. is not liable for damage arising from reliance on incorrect and/or incomplete data provided by the Other Party, unless Maxcademy B.V. knew or should reasonably have known of the inaccuracy or incompleteness.

  5. If the materials provided by the Other Party are protected by intellectual property rights, the Other Party warrants that it is entitled to use these materials and possesses the necessary licenses.

  6. The Other Party must refrain from actions that make or hinder the proper execution of the Assignment by Maxcademy B.V. impossible.

  7. If work is carried out at the location of the Other Party or at a location designated by it, the Other Party shall provide the reasonably desired facilities free of charge.

  8. If the Other Party fails to fulfil its obligations under this article, Maxcademy B.V. is entitled to suspend performance and charge the Other Party for any additional costs incurred at the usual rates.
    .

Testing and Acceptance

  1. The testing and evaluation of the Product will take place jointly by Maxcademy B.V. and the Other Party. Upon completion of the testing and approval by the Other Party, the Product is deemed to have been delivered.

  2. The Other Party must check the Product after delivery and provide feedback. One round of feedback is included in the agreed price or rates.

  3. Any additional rounds of feedback will be considered extra work and may be invoiced separately.

Hosting Provider

  1. Maxcademy B.V. does not have its own hosting platform and engages a third party for hosting services. Maxcademy B.V. acts as a reseller in this regard.

  2. Any warranty on hosting is provided solely by the hosting provider. Maxcademy B.V. does not provide any hosting warranty.

  3. Maxcademy B.V. is never liable for damages arising from shortcomings of third parties engaged by it.

  4. Maxcademy B.V. is never liable for damages arising from disruptions, interruptions, inaccessibility, or data loss at the hosting provider, regardless of the cause.

Data Traffic

  1. If the Other Party exceeds the agreed limit for data traffic, Maxcademy B.V. is entitled to charge an additional fee for this.

Content

  1. Maxcademy B.V. is not responsible for the content of the website, application or other materials and/or accounts of the Other Party.

  2. Maxcademy B.V. has the right to (temporarily) deactivate or remove the website, application or other materials and/or accounts if the content:

    a. is violent in nature or refers to violent content;

    b. is discriminatory;

    c. incites, invites, promotes or supports illegal activities;

    d. is in violation of the law;

    e. is or is being hacked.

  3. Maxcademy B.V. is never liable for damage resulting from unlawful content, unless Maxcademy B.V. was demonstrably aware of this content.

Transfer of Risk

  1. The Products that are the subject of the Agreement remain at the risk of Maxcademy B.V. until they have been made available to the Other Party.

  2. The risk of loss, damage or depreciation of the Products transfers to the Other Party at the moment they are made available to the Other Party or to a third party designated by the Other Party.

Prices

  1. Unless expressly agreed otherwise in writing, all prices quoted by Maxcademy B.V. are exclusive of VAT.

  2. Prices are also exclusive of shipping, travel, accommodation and other additional costs, unless agreed otherwise.

  3. If no fixed price has been agreed, the price will be determined based on post-calculation and the usual (hourly) rates of Maxcademy B.V.

  4. Maxcademy B.V. will inform in a timely manner if additional costs are charged or may be charged.

  5. Maxcademy B.V. is entitled to increase an agreed fixed price or rate, even if it was not provided subject to conditions.

  6. If the price increase occurs within three months of the conclusion of the Agreement, the Other Party has the right to terminate the Agreement in writing, unless:

    a. the increase results from legal obligations;

    b. the increase is due to rising costs (such as raw materials, wages, currency, etc.) that could not reasonably have been foreseen;

    c. Maxcademy B.V. is willing to perform the Agreement at the original price; or

    d. it has been agreed that the performance would commence later than three months after signing.

Payment

  1. Payment must be made by transfer to a bank account designated by Maxcademy B.V., unless otherwise agreed.

  2. Maxcademy B.V. invoices the amounts due. The payment term is 14 days from the invoice date, unless otherwise agreed.

  3. Invoicing takes place monthly unless otherwise agreed.

  4. Hosting must always be paid one year in advance.

  5. If payment in instalments has been agreed, the Other Party must pay according to the instalments and percentages specified in the Agreement.

  6. Objections to the invoice do not suspend the payment obligation.

  7. Set-off by the Other Party is excluded.

  8. In the event of late payment, the Other Party is automatically in default and is liable for statutory commercial interest.

  9. Collection costs are to be borne by the Other Party, with Maxcademy B.V. charging at least 15% of the outstanding amount in extrajudicial costs, with a minimum of €100 per invoice.

  10. In the event of bankruptcy, suspension of payments, seizure or liquidation, all claims become immediately due.

Retention of title

  1. All Products delivered by Maxcademy B.V. to the Other Party remain the property of Maxcademy B.V. until the Other Party has fullyfulfilled all obligations under the Agreement, including payment of purchase prices, interest and (collection) costs.

  2. The Other Party is not entitled to dispose of, use, pledge or otherwise encumber the Products as long as ownership has not been transferred.

  3. If the Other Party is in default regarding its obligations, Maxcademy B.V. is entitled to reclaim the delivered Products that are subject to retention of title. The Other Party must provide full cooperation in this regard.

Complaints

  1. The Other Party must inspect the delivered Product upon delivery, or in any case within 7 days after delivery, for conformity with the Agreement and for usual quality requirements.

  2. Any visible defects and/or shortages must be reported in writing to Maxcademy B.V. within 7 days after delivery.If possible, the defective Product should be returned with proof of purchase.

  3. Complaints regarding services performed must be reported in writing within 7 days after execution. schriftelijk te worden gemeld.

  4. Non-visible defects in Products must be reported in writing within 7 days of discovery.The right to (partial) refund, repair, replacement or compensation lapses if complaints are not reported within the specified periods, unless a longer period arises from circumstances or the nature of the Service or the Product.

  5. The right to a (partial) refund, repair, replacement, or compensation lapses if defects are not reported within the specified time frame, unless a longer period applies due to the nature of the Product/Service or circumstances of the case.

Warranties

  1. Maxcademy B.V. guarantees that the delivered Products comply with the Agreement and with the requirements that can reasonably be imposed on normal use.

  2. Maxcademy B.V. guarantees that the delivered Services are performed with the required professional care and expertise.

  3. If a delivered Product has been manufactured by a third party, the warranty of that third party applies, unless expressly agreed otherwise.

  4. If a Product and/or Service does not meet the warranty, Maxcademy B.V. will, after notification by the Counterparty, proceed to repair or replace it free of charge within a reasonable period.

  5. After the warranty period, all costs for repair or replacement, including administration, shipping, and call-out costs, will be borne by the Counterparty.

  6. Warranty lapses if:

    a. the damage is caused by incorrect or careless use;

    b. changes have been made by the Counterparty or third parties;

    c. there is wear and tear from normal use;

    d. the damage is the result of circumstances beyond the control of Maxcademy B.V. (e.g. fire, weather conditions, force majeure).

Delivery period

  1. Any agreed delivery periods are alwaysindicative.and are never considered as fatal deadlines, unless otherwise agreed in writing.

  2. Maxcademy B.V. is not liable for damages due to exceeding delivery deadlines, unless there is intent or gross negligence.

  3. The delivery period only begins after all necessary data and materials have been provided by the Other Party.

  4. If Maxcademy B.V. is in default, the Other Party must first formally notify Maxcademy B.V. in writing and provide a reasonable period of at least 14 days to comply.

Maintenance

  1. After delivery, the Other Party has the option to enter into a maintenance and/or hosting agreement with Maxcademy B.V. Separate rates apply for this.

  2. Both the Other Party and Maxcademy B.V. can terminate the maintenance and/or hosting agreement in writing on an annual basis with a notice period of 3 months.

  3. The costs for such agreements must always be paid one year in advance.

Force Majeure

  1. Force majeure occurs if the shortcoming is not attributable to the fault of Maxcademy B.V. and does not fall under its responsibility according to law, legal act, or prevailing opinions in traffic.

    In the event of force majeure, both partiesare notobliged to fulfil their obligations.

  2. Force majeure on the part of Maxcademy B.V. includes (but is not limited to):

    a. strikes;

    b. transport disruptions;

    c. government measures that prevent execution;

    d. riots, disturbances, war;

    e. traffic or transport obstructions;

    f. shortage of staff;

    g. extreme weather conditions;

    h. fire;

    i. import, export and/or transit bans;

    j. other circumstances that disrupt normal business operations or reasonably prevent execution.

Termination of the Agreement

  1. The Agreement may be terminated at any time by mutual consent.

  2. The Agreement may be terminated in writing by either party with a notice period of3 months, unless otherwise agreed in writing.

  3. Parties may terminate the Agreementwith immediate effectin writing if:

    a. the other party applies for or is granted a suspension of payments;

    b. the other party applies for bankruptcy or is declared bankrupt;

    c. the business of the other party is liquidated or permanently ceased.

  4. Upon termination of the Agreement, all claims of Maxcademy B.V. against the Other Party become immediately due.

  5. Suspension or dissolution does not affect the right of Maxcademy B.V. to compensation.

Return of Provided Items

  1. If Maxcademy B.V. has provided items to the Other Party in the context of the execution of the Agreement, the Other Party must return these within14 daysafter termination of the Agreement in their original, undamaged and complete condition.

  2. If the Other Party fails to comply with this obligation in a timely manner, all resulting costs and damages shall be borne by them.

  3. If the Other Party remains in default after a reminder, Maxcademy B.V. is entitled to recover damages, including replacement costs.

Liability

  1. Maxcademy B.V. is solely liable fordirect damagecaused by intent or gross negligence. The liability is limited to the amount paid out by Maxcademy B.V.'s insurer, or – if the insurance does not provide coverage – a maximum of the invoice amount or € 5,000 (whichever amount is lower).

  2. Underdirect damageonly the following is understood:

    a. reasonable costs for determining the cause and extent of the damage;

    b. reasonable costs for remedying defective performance if attributable;

    c. reasonable costs for preventing or limiting damage.

  3. Maxcademy B.V. isnever liablefor indirect damage, including:

    • consequential damage

    • lost profits

    • missed savings

    • business interruption

    • damage due to incorrect provision of data by the Other Party

    • damage arising from advice without an agreement.

  4. Maxcademy B.V. is not liable for errors in materials, data, or instructions provided by the Other Party.

  5. Maxcademy B.V. is not liable if the Other Party has previously granted approval or has refused the opportunity for inspection.

  6. The limitations included in this article also apply for the benefit of third parties engaged by Maxcademy B.V.

  7. Maxcademy B.V. is not liable for loss or damage to documents during transport, regardless of who is responsible for the transport.

Indemnity

  1. The Other Party indemnifies Maxcademy B.V. against all claims from third parties related to the execution of the Agreement, unless there is intent or gross negligence on the part of Maxcademy B.V.

  2. The Other Party also indemnifies Maxcademy B.V. against claims from third parties due to infringement of intellectual property rights, caused by the Other Party providing material for the execution of the Agreement.

  3. The Other Party is obliged to take all measures that can limit damage. If the Other Party fails to do so, Maxcademy B.V. can recover the damage incurred from the Other Party.

Intellectual Property

  1. All rights of intellectual property relating to products, materials, designs, software, documentation, reports, advice, source files and other information developed or made available by or on behalf of Maxcademy B.V. (hereinafter:IP material) solely rest with Maxcademy B.V. or its licensors.

  2. The Other Party only acquires those usage rights that are expressly granted in writing. Without explicit permission, transferring, copying, modifying, publishing or further distributing is not permitted.

  3. The Other Party must maintain confidentiality regarding all IP material, as it contains confidential information and trade secrets.

  4. The Other Party may not remove or alter indications regarding copyright, trademark rights or other protection rights on IP material.

  5. Maxcademy B.V. may implement technical measures to protect IP material. The Other Party may not circumvent or remove these.

  6. Any use of IP material outside the agreed licence is considered an infringement.

    For each infringement, the Other Party incurs an immediately payable fine of€ 10,000 per violation, without prejudice to the right to additional compensation and legal action.

  7. IP material developed by Maxcademy B.V. may be used by Maxcademy B.V. for promotional purposes, unless otherwise agreed in writing.

  8. Maxcademy B.V. may make backups but is not liable for data loss. The Other Party must secure important data themselves.

Privacy

  1. Maxcademy B.V. processes personal data in accordance with theGDPR (General Data Protection Regulation)and other applicable legislation.

  2. Personal data is used solely for the execution of the Agreement or handling complaints, unless otherwise required by law.

  3. Maxcademy B.V. takes appropriate security measures to protect personal data.

  4. The privacy policy of Maxcademy B.V. can be found on the website of Maxcademy B.V.

Limitation Period

  1. All claims and/or rights of the Other Party against Maxcademy B.V. expireone yearafter the moment the Other Party could reasonably have become aware of their existence, deviating from the statutory limitation periods.

Transfer

  1. The Other Party may not transfer rights and obligations from the Agreementnottransferred to third parties without prior written consent from Maxcademy B.V.

  2. Maxcademy B.V. may attach conditions to this consent.

Survival

  1. Provisions that are intended to continue in effect after the termination of the Agreement (such as ownership rights, liability, intellectual property, confidentiality, and payment obligations) remain fully in force.

Final Provisions

  1. Deviations from these General Terms and Conditions are only valid if agreed in writing. No rights can be derived from this for future agreements.

  2. Administrative records and digital communications from Maxcademy B.V. serve as proof, unless evidence to the contrary is provided.

  3. If any provision of these General Terms and Conditions is found to be void or is annulled, the remaining provisions shall remain in full force. The relevant provision shall be replaced by a provision that closely approximates the purpose and intent.

  4. The place of performance of the Agreement is the registered office of Maxcademy B.V.

Applicable Law and Competent Court

  1. All Agreements, these General Terms and Conditions, and all resulting (including non-contractual) rights and obligations are governed byDutch law. van toepassing.

  2. Disputes shall, in the first instance, be submitted exclusively to thecompetent court in The Hague..