General Terms and Conditions

1     General

  1. In the context of these General Terms and Conditions (hereinafter also referred to as: the terms and conditions) ‘Contractor’ means Nostium BV, established in (5627 BX) Eindhoven at Cahorslaan 30, registered in the trade register of the Chamber of Commerce under registration number 75481685 .
  2. In the context of these terms and conditions, Contractor also includes the registered trade names of Nostium BV, as well as the websites, companies and business activities behind those trade names.
  3. In these terms and conditions, “Client” is understood to mean the natural person, the company, the partnership or the legal entity that has entered into or wishes to conclude an agreement with the Contractor. The subordinates, representative (s), authorized representative (s), assignee (s) and / or heirs, who represent the natural person, the enterprise, the partnership and / or the legal entity legally and / or authorized, are also considered ‘Client’. , or that have entered into the rights of the natural person, the company, the partnership and / or the legal person.
  4. In the context of these terms and conditions, “consumer” is understood to mean: the Client referred to under 1.3 above in his or her capacity as a natural person, who has entered into or wishes to conclude an agreement with the Contractor, to which legal relationship applies. the provisions referred to in Article 4 below and / or referred to from and in these terms and conditions in connection with the Distance Selling Act (Articles 46a to 46j of Book 7 of the Dutch Civil Code).
  5. In these terms and conditions, “agreement” is understood to mean: the entirety of agreements and provisions, whether or not in writing, in connection with an order issued by the Client or consumer to the Contractor for the delivery of products and / or services and / or the performance of work.
  6. In these terms and conditions, “product” is understood to mean: all products delivered by the Contractor, including – but not limited to – materials and items in the field on which the websites, companies and / or business activities behind the Contractor’s trade names are devoted.
  7. In these terms and conditions, “services” is understood to mean: all services commissioned by the Client or consumer or which are performed or should be performed by the Contractor for any other reason. The foregoing applies in the broadest sense of the word and in any case includes the services as stated in the order confirmation and / or agreement.
  8. In these terms and conditions, “work” is understood to mean: all work commissioned by the Client or consumer or which is performed or should be performed by the Contractor on any other basis. The foregoing applies in the broadest sense of the word and in any case includes the activities as stated in the order confirmation and / or agreement.


  1. Applicability of offer and agreement


  1. These terms and conditions apply to all offers made by the Contractor and to all agreements entered into by the Contractor within the framework of the delivery of products and / or services or the performance of the work. The Client accepts the applicability of these general terms and conditions by the mere fact of its assignment.
  2. The general terms and conditions also apply to the agreement concluded with a consumer referred to under 1.4, if and insofar as the Contractor has pointed out to the consumer the applicability of the conditions – whether or not published or stated electronically – and the consumer. accepted it.
  3. The (possible) general terms and conditions of the Client will only have effect for the agreement entered into with the Contractor insofar as they do not conflict with the present terms and conditions and have been expressly accepted as such in writing by the Contractor. In case of doubt about the question whether such a conflict exists, the general terms and conditions of the Contractor will prevail at all times.
  4. Clauses that deviate from these general terms and conditions, in the sense of changes and / or additions to the general terms and conditions, are only valid if they have been confirmed in writing by the Contractor. Any deviations from these general terms and conditions, applied or tolerated by the Contractor at any time for the benefit of a Client, never give the latter the right to invoke them at a later date, or to rely on the application of such deviation, as established in its view. requirements. With regard to an agreement with a consumer, the version of the general terms and conditions that applied at the time of the conclusion of that agreement is always applicable, unless the consumer has accepted the validity of the revised general terms and conditions after the conclusion of the agreement.
  5. The nullification or invalidity of any provision of these general terms and conditions does not affect the validity of the other provisions of these general terms and conditions. In the event of nullification or invalidity of any provision of these general terms and conditions, the provision which most closely corresponds to the invalid provision in terms of purport must be regarded as valid.
  6. The general terms and conditions also apply to agreements between the Client and a third party associated with the Contractor and engaged by the Contractor with the approval of the Client to carry out an assignment. If and insofar as the aforementioned engaged third party independently applies general terms and conditions, the general terms and conditions of the Contractor will remain fully applicable to the Client.
  7. These general terms and conditions remain valid even after termination or dissolution of all or part of the agreement.


  1. Offers / quotations / orders


  1. All offers and / or quotations from the Contractor are without obligation and are not binding on it, unless the offer and / or quotation indicates otherwise.
  2. The agreement between the Contractor and the Client is concluded at the time of and in accordance with the written confirmation by the Contractor of the order placed by the Client, or at the time at which a written sales agreement is authorized by both the Contractor and the Client, or at the time on which the Contractor has started the execution of the order placed by the Client.
  3. The Contractor undertakes, against the fee agreed in the order confirmation, to fully set up the database and installation of the program and any modules at the location for which the license (s) are issued. The program is therefore delivered fully ready for use on location. All passwords for equipment and software must be available upon completion of the Contractor. In case of external system management, the system administrator must be aware of the installation date and preferably also be present. If this is not the case, additional installation costs may be charged.
  4. The agreement is entered into for an indefinite period of time unless it follows from the nature or scope of the assignment that it has been entered into for a definite period of time. After one year, a consumer has the authority to cancel the agreement at any time with due observance of a notice period of one month.
  5. A change in and / or addition to an agreement will only come about when it has been explicitly confirmed in writing by the Contractor. Changes desired on the part of the Client must be notified to the Contractor in good time and in writing.
  6. A quotation or an offer by a Client does not bind the Contractor.


  1. Prices


  1. Unless stated otherwise, all prices stated by the Contractor include sales tax (VAT) and in Euro (€).
  2. One-off start-up and start-up costs, as well as the license costs for the first year, as stated in the quotation and / or order confirmation, are payable before delivery, unless otherwise agreed in writing by the parties.
  3. Annual costs for licenses are billed by the supplier per year (1 month before the subscription expires). Payment must be received by the supplier before the expiry of the subscription. If this obligation is not met, no top-up code will be provided and progress cannot be guaranteed.
  4. Restriction of functionality, as described in article 3, does not in any way release the client from its payment obligations.
  5. The Contractor reserves the right to adjust the rates annually in accordance with the CBS price index for business services.
  6. If after the conclusion of the agreement or before the time when the agreement was actually or fully performed by the Contractor, an increase of more than 5% should occur in the price-determining factors, such as an increase in labor or transport costs and price increases at the suppliers of the Contractor, other than the price index, the Contractor is entitled to increase the agreed price accordingly.


  1. Payment and security


  1. Payment must be made within the term stated on the invoice in the manner desired by the Contractor.
  2. The Contractor is at all times entitled to require prepayment of the goods to be delivered and / or security for payment in a form approved by the Contractor, even after the agreement has been concluded.
  3. If the Client does not make any payment or fails to make any payment on time, or does not (timely) fulfill any other obligation arising from these terms and conditions or the agreement, the Client will be deemed to be in default by operation of law without any further notice of default being required by the Contractor. In that case, all claims of the Contractor on the defaulted Client become immediately due and payable and the Contractor is entitled to compensation of interest on the amount of those claims, which interest is equal to the statutory interest for commercial transactions where it concerns an agreement with a consumer. , and to increase the same statutory interest by 2% where it concerns an agreement with a Client other than a consumer. This interest obligation also extends over all accrued interest insofar as these are due over at least one year.
  4. All judicial and extrajudicial costs related to the collection of any claim by the Contractor on the Client will be borne by the Client. In the event that the Client is not a consumer, the aforementioned and referred to extrajudicial costs are already now deemed to amount to at least fifteen percent (15%) of the amount due. The aforementioned and referred extrajudicial costs will be determined, exclusively in the case of an agreement between the Contractor and a consumer, in accordance with the provisions of the Decree on compensation for extrajudicial collection costs (WIK) with a minimum of € 40 and a maximum of € 6,675. .
  5. Each payment is deemed in the first place to be the (post) payment of any interest and / or costs owed, and after full payment thereof, the (post) payment will be deemed to be the payment of the oldest outstanding invoice, regardless of whether the payment, expressly or otherwise, is stated otherwise.
  6. A Client is not permitted to set off any debt owed to the Contractor against any debt, whether or not disputed, of the Contractor to that Client.


  1. Delivery


  1. Delivery times agreed with the Contractor are an indication and not a deadline and, where it concerns an agreement with a consumer within the meaning of Article 4, are a delivery period of a maximum of thirty (30) days unless otherwise agreed. The Contractor will inform a Client or consumer in a timely manner if the aforementioned and intended delivery time or period is not feasible, with the option of an adjusted delivery time and, where it concerns an agreement with a consumer, the option of cancellation of the order or agreement free of charge. Amounts already paid will be refunded within thirty (30) days. Delivery within the Netherlands takes place, if not stated otherwise, free domicile.
  2. The contractor is entitled to perform the performance (s) owed by it in parts, unless the nature of the product and / or the agreement expressly opposes this, and where it concerns an agreement with a consumer only if and insofar as this is such has been agreed with that consumer.
  3. Exceeding the delivery period for whatever reason, other than due to intent or deliberate recklessness on the part of the Contractor, never entitles the Client to compensation for direct or indirect damage, or non-fulfillment or suspension of any obligations of the Client arising from the agreement. .


  1. Property


  1. The Contractor retains the copyright and ownership of the designs, software, sketches and calculations it has designed or created, even when the Client has given an order to do so.
  2. The techniques and processes developed by or on behalf of the Contractor and incorporated in the software are considered the intellectual property of the developer and will not be made available to the client.
  3. Client reserves the right to construct programs or parts thereof in such a way that copying is not automatically possible. In the event of non-copyable software becoming defective, the client can obtain a new copy of the software concerned – subject to submission of the non-readable version of the software – against payment of the then current replacement rate, provided that the client complies with all further provisions of these General Terms and Conditions. has satisfied.
  4. The client declares that it will not remove the name of the Contractor or any other trademark inserted in the software.
  5. The client undertakes to use the delivered designs, computer programs, system and program descriptions, documentation, drawings, sketches and calculations only for its own use and not to make them available to third parties in any way whatsoever, either against payment or free of charge. or act or omit to act in any other way, so that third parties can dispose of this.
  6. The Contractor will take measures against anyone who in any way infringes its copyrights or the copyrights of third parties, or its intellectual property and / or ideas, as expressed in the software supplied by the Contractor and the accompanying documentation.


  1. Warranty


  1. Unless otherwise agreed in writing, the Contractor guarantees the soundness of the products it supplies. Client does not accept any liability for damage caused by incorrect use or functioning of the software.
  2. If the functionality of the software is not or to a lesser extent impeded by the presence of errors in the software, this will never give the client the right to reject the software concerned in whole or in part. In the next version of this software, the Client will attempt to remedy these errors.
  3. No warranty can be claimed if the software is used in combination with incorrect or defective hardware.
  4. The Client is obliged to indemnify and hold harmless the Contractor against all claims for compensation that third parties bring against the Contractor in respect of damage caused by or with the delivered software.
  5. Client will be automatically informed of updates and is responsible for the use of the latest version of the software. Client is responsible for installing the updates. If the latest version is not used, the Contractor does not accept any responsibility.
  6. Client is itself liable for a back-up system of its own database.
  7. Client is not liable for damage caused by malfunctions, errors or delays caused by the Internet. This includes failures in the electricity supply or failures in communication connections or equipment. The client is also not liable for other causes as a result of which no or delayed use can be made of the software or the associated facilities of the client or third parties.


  1. Complaints


  1. The Client must submit a written complaint regarding externally visible defects to the delivered products within three (3) working days after delivery, failing which any claim of the Client against the Contractor in this respect will lapse.
  2. The Client must submit a written complaint regarding complaints in connection with products or services supplied by the Contractor, after which the Contractor aims to respond within thirty (30) working days after the complaint has been submitted.
  3. Complaints with regard to other defects must be made in writing within four (4) weeks after they have been discovered or after they could reasonably have been discovered.
  4. Complaints about an invoice issued by the Contractor to the Client must be submitted in writing within 7 (seven) days of the invoice date.
  5. After expiry of the aforementioned terms, the Client is deemed to have received the delivered goods without defects or to have approved the invoice. In that case, complaints will no longer be processed.
  6. A complaint never gives the Client, explicitly not being a consumer, the right to suspend any payment, to claim compensation, to dissolve the agreement or to have it dissolved, or to invoke any claim or compensation.


  1. Exclusion of liability


  1. The contractor will process the personal data in accordance with the GDPR. The privacy policy is published on the website of the Contractor and forms part of these General Terms and Conditions.
  2. In its disclaimer, the Contractor excludes its liability for any form of damage (including property damage, financial damage as a result of material damage and pure financial damage) that in any way results from the operation and / or use of the software and / or use. of the information.


  1. Termination and force majeure


  1. In the event of force majeure, the Contractor is not obliged to pay compensation for the damage caused to the Client as a result, except and insofar as the Contractor has had an advantage as a result of the force majeure situation that it would not have had if the agreement was properly fulfilled.
  2. A license is always issued for a period of one year, calculated from the agreed effective date of the relevant license. The duration of this license agreement is tacitly renewed each time for the duration of one year, but can be terminated in writing by both parties, with due observance of a notice period of at least three months before the end of the relevant period, without prejudice to other rights accruing to the parties. of these General Terms and Conditions or otherwise, if:
  3. the parties fail to fulfill any obligation under this agreement, with the exception of force majeure;
  4. one of the parties is declared bankrupt, is granted a moratorium on payments and / or if enforceable attachments are imposed on any assets.
  5. In the event of termination of the license agreement using Article 7.1 paragraph A, the most diligent party will reimburse all costs arising from the termination of this license agreement to the other party.
  6. Within fourteen days after termination of the license agreement, the client must return or destroy the software and all copies that he has received from the Contractor or which the client has made of the software as well as all documentation relating to the software in accordance with the instructions of The Contractor and the Contractor will confirm this in writing, unless the Client has obtained the Contractor’s prior written consent to be able to keep an archival copy of the software. reimburse this license agreement to the other party.
  7. In the event of abuse of the Contractor and related or affiliated modules, unauthorized use or replication, as well as mutual consent to dissolution, the Contractor is entitled without any obligation to pay compensation, and without prejudice to its rights, to dissolve the agreement in whole or in part by means of a written notification intended for this purpose. immediately and in its entirety and / or to deny use of the Contractor to the customer and / or any amount owed by the customer to the Contractor.


  1. Intellectual and industrial property


  1. All data, designs, price lists, descriptions or other data carriers and / or documents made available to the Client by the Contractor, either with an offer or separately, that are and / or may be the subject of any right of intellectual or industrial property and / or can be equated therewith, as well as the intellectual and industrial property rights related thereto, remain the property of the Contractor and belong exclusively to the Contractor and must, where appropriate, be returned to the Contractor at the first request. The same applies to developed products or items, prototypes, samples and models that have not (yet) been invoiced to the Client or have not been paid by him.
  2. The Client is not permitted to use the data carriers, documents, developed products or items, prototypes, samples and models as referred to in Article 14.1, as well as data, designs, price lists and / or descriptions other than agreed, or to make them available for inspection by third parties. neither provide nor reproduce it in whole or in part.


  1. Disputes and applicable law


  1. Dutch law applies to all obligations between the Contractor and the Client.
  2. The applicability of the ‘United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention)’ is expressly excluded to the obligations and legal consequences in connection with and arising from the agreements between the Contractor and a Client, as well as to these terms and conditions, the related rights and obligations and / or legal consequences arising therefrom.
  3. All disputes with regard to or arising from agreements concluded by the Contractor with the Client and / or deliveries made by it will be settled by the competent court in the district of the ‘s-Hertogenbosch District Court, without prejudice to the right of the Client or the consumer to settle a dispute. to be submitted to the Disputes Committee or comparable body included in the agreement concluded between the parties.


  1. Obligations of the contractor


  1. As a good service provider, the Contractor makes every effort to ensure:
    • providing the service (s) specified in the agreement and / or delivering the agreed products;
    • establishing and maintaining the necessary connections that are provided for the benefit of the Client via q. can be made with the internet through the Contractor’s systems
    • the security of data / data of the Client that are stored on systems via q. through the Contractor.
  2. However, the Contractor cannot guarantee unimpeded access to the system and the internet, nor that the services of the Contractor can be used at all times.
  3. The Contractor will refrain from inspecting the personal e-mail, data and / or files of the Client and will not make these available to third parties, unless the Contractor is obliged to do so by law or a court decision, or in the event that the Client acts, or is suspected of acting contrary to the provisions of article 18 of these Additional General Terms and Conditions.
  4. The Contractor is reluctant to send e-mails to the Client. The Contractor does not grant third parties permission to use its mail file and does not itself send any offers to the Client at the request of third parties. The Client may receive newsletters to be sent by the Contractor, with service announcements and news about the services and products of the Contractor, unless the Client has indicated in advance that it does not wish to receive them.


  1. Obligations of the client


  1. Client will at all times act and behave in accordance with what may be expected of a responsible and careful internet user. The Client will inform the Contractor in writing as soon as possible of changes in relevant data. The Client is responsible for the presence of the most recent contact details in the Contractor’s records.
  2. The Client will refrain from hindering other customers of the Contractor and / or third party internet users or inflicting damage on the system. The Client is prohibited from starting up or using processes or programs – whether or not via the system made available by the Contractor, of which the Client knows or can reasonably suspect that this hinders the Contractor, its other customers and / or third party internet users and / or causes damage or the risk thereof is reasonably present. This also explicitly includes indirect damage due to, for example, misconfiguration on the part of the Client, as well as “open relaying” by a mail server incorrectly configured at the expense of the Client. In that context, the Client is only permitted to start up processes and / or programs if there is a direct connection with the system permitted by the Contractor.
  3. The use of webcams and / or similar software that upload images at very small intervals is not permitted without prior express approval from the Contractor.
  4. The Client is not permitted to load the processors of the Contractor’s server higher than 30% for a period longer than 20 seconds. In that context, the Client is obliged to discuss the possibilities thereof with the Contractor, if it is suspected that the Client has and / or wishes to use software that exceeds the aforementioned values.
  5. The settings for the interval at which e-mail from the Client is read must be at least five minutes.
  6. The Client is not permitted to use the system and / or the writing space made available by the Contractor in the context of an agreement for acts and / or conduct that are in violation of applicable legal provisions, netiquette, the agreement and / or the general terms and conditions and additional general terms and conditions of the Contractor. This includes, but is not limited to, the following acts and behavior:
  • spamming: in this case the unsolicited sending of large quantities of e-mail with the same content and / or the unsolicited posting of a message with the same content in large numbers of newsgroups on the internet, including spam that is sent via any other provider with reference to a website, e-mail address or other service at the Contractor;
  • infringing copyright protected works and / or otherwise acting in violation of the intellectual property rights of third parties;
  • publishing and / or distributing child pornography;
  • sexual harassment and / or harassment of persons in any other way;
  • hacking: in this case the intrusion of other computers and / or computer systems on the
  1. The Client is not permitted to transfer his or her account, the manual or other rights arising from the agreement to third parties or to allow them to be used by third parties, unless the Contractor has given express written permission for this. Without prejudice to the foregoing, the Client is permitted to have a website designed, installed and maintained by a third party. The Client remains responsible for the use of his or her account and password.
  2. Client is responsible for the necessary hardware and software, configuration, peripheral equipment and / or connections to enable access to the system.
  3. The Client is bound by the amount of writing space as described in the agreement, whereby the Client is responsible for ensuring that this amount is not exceeded. In the event of a large excess that can be charged to the Client, the Contractor is authorized to remove information from the Client for the purpose of the proper functioning of its services, company and / or business activities.
  4. By signing the agreement, the Client gives the Contractor permission to include his or her personal data in the Contractor’s personal data register, which is required for its administration and management tasks. This personal registration contains both account and traffic data and is only accessible to the Contractor and will not be provided to third parties, unless the Contractor is obliged to do so by law or a court decision.


  1. Liability


  1. In its activities, the Contractor is dependent on the cooperation, services and supplies of third parties, over which the Contractor has little or no influence. The Contractor can therefore in no way be held liable for any damage whatsoever arising from the relationship with the Contractor or the breaking thereof, regardless of whether the damage arises or becomes visible during the relationship with the Contractor.
  2. Given the large number of nodes on the Internet with human intervention, the use of local networks and wireless communication, it must be taken into account that the information obtained or transmitted via the Internet is freely accessible. The Contractor cannot be held liable for damage in any form whatsoever caused by the sending of confidential or secret information. The Contractor is not liable for the security or misuse by third parties of the Client’s data, which is stored.


  1. Decommissioning


  1. The Contractor has the right to (temporarily) decommission delivered products and services and / or to limit their use if the Client does not fulfill an obligation towards the Contractor in respect of the agreement or other agreements with the Contractor or if it acts contrary to these general terms and conditions. . The Contractor will notify the Client of this in advance, unless this cannot reasonably be expected of the Contractor. The obligation to pay the amounts due also continues to exist during the decommissioning.
  2. Commissioning will be resumed if the Client has fulfilled its obligations within a reasonable period set by the Contractor and has paid the re-commissioning fee determined and notified by the Contractor.

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