SilverFit's general terms and conditions

Last version: 23 December, 2024

1. Legal regulations

All offers, quotations, agreements and other legal acts of SilverFit B.V. are governed by Dutch law, regardless of the place where the order is actually carried out. The Vienna Sales Convention is expressly excluded.

2. Definitions

In these Terms and Conditions, the following definitions are used in both singular and plural.

General Terms and Conditions: the present General Terms and Conditions, regardless of the form in which they are made known (on paper or electronically, e.g. via SilverFit B.V.’s website).
SilverFit B.V.: trade name of the company registered as such in the Trade Register under number 24438852 (Chamber of Commerce Rotterdam), as well as its affiliated companies.
Client: the party to whom SilverFit B.V.’s offer is addressed, with whom SilverFit B.V. has entered into the agreement or for whose benefit the legal act is/will be performed, on the basis of which products or services are provided to this party.
Products: any goods that are the subject of any negotiation, offer, quotation, agreement or other legal act in the relationship between SilverFit B.V. and the client.
Services: all work and other activities that are the subject of any negotiation, offer, quotation, agreement or other legal act in the relationship between SilverFit B.V. and the client.

3. Applicability of General Terms and Conditions

The General Terms and Conditions apply to and form part of all negotiations, offers, quotations, agreements and other legal acts, regardless of whether they are made orally, in writing, electronically or in any other form, concerning delivery by SilverFit B.V. of products and/or services to or for the benefit of the client.
The General Terms and Conditions shall also apply to products and/or services which SilverFit B.V. has obtained in whole or in part from third parties and which SilverFit B.V. supplies to the client, whether processed or not, as well as to products and/or services which are supplied to the client by a third party on the instructions of SilverFit B.V. for the execution of the offer, quotation, agreement or other legal act.
Deviations from the general terms and conditions as well as from the agreements concluded between SilverFit B.V. and the client shall only be valid if they are expressly agreed in writing by SilverFit B.V. and the client.
SilverFit B.V. explicitly rejects the applicability of any general (purchase) terms and conditions of the client.
If and insofar as any provision of the general terms and conditions is nullified or annulled, the other provisions of the general terms and conditions will remain in full force. SilverFit B.V. and the client will consult with each other about a new provision to replace the null/annulled provision, taking into account as much as possible the purport of the null/annulled provision.
If any provision of the agreements concluded between SilverFit B.V. and the client and the General Terms and Conditions of SilverFit B.V. overlap, the terms of the concluded agreements shall prevail.

4. Offers, quotation and agreement

All offers by SilverFit B.V. are without obligation, unless expressly stated otherwise in writing.
Offers made by SilverFit B.V. shall be valid for the period indicated in the offer. If no term is indicated, the offer is valid until two (2) months after the date on which the offer was issued.
Agreements are established by SilverFit B.V. accepting the assignment given by the client in writing, or at the moment SilverFit B.V. proceeds to carry out an assignment.

5. Prices and tariffs

The General Terms and Conditions apply to and form part of all negotiations, offers, quotations, agreements and other legal acts, regardless of whether they are made orally, in writing, electronically or in any other form, concerning delivery by SilverFit B.V. of products and/or services to or for the benefit of the client.
The General Terms and Conditions shall also apply to products and/or services which SilverFit B.V. has obtained in whole or in part from third parties and which SilverFit B.V. supplies to the client, whether processed or not, as well as to products and/or services which are supplied to the client by a third party on the instructions of SilverFit B.V. for the execution of the offer, quotation, agreement or other legal act.

6. Changes to the order or additional and less work

All prices and rates quoted are in euros, unless expressly stated otherwise in writing.
All prices and rates stated are exclusive of sales tax (VAT) and any other government-imposed levies, as well as exclusive of travel and accommodation expenses and additional work, unless expressly stated otherwise in writing.
SilverFit B.V. shall be entitled to increase the agreed prices/tariffs if SilverFit B.V. can demonstrate that price changes have taken place between the time of quotation and delivery with regard to, for example, materials and wages or other factors, despite the fact that they were foreseeable at the time the quotation was drawn up or the prices were fixed.
Agreed rates shall in any case be amended annually by SilverFit B.V. in accordance with the CPI index figure ‘All households’.
Only if the price and/or rate increase exceeds 10%, the client shall be entitled to dissolve the agreement with SilverFit B.V.
If client has not paid within the agreed term, he shall be in default by operation of law. In that case, the client will owe, without further summons or notice of default, interest of 1% per month on the invoiced amount from that moment until the date of full payment (whereby a part of a month will be counted as a whole month) or the statutory interest if this is higher, all this without prejudice to SilverFit B.V.’s further rights.
If SilverFit B.V. proceeds to collection, the client shall, in addition to the amount owed, also be obliged to pay in full the extrajudicial and judicial costs, including all costs calculated by external experts in addition to the costs established in court, relating to the collection of this claim or to the preservation of its rights otherwise, the amount of which shall be set at a minimum of 15% of the total amount, plus the VAT owed.

7. Risk and liability

The client accepts that the time schedule of the assignment may be affected if the parties agree in the interim to expand or change the approach, working method or scope of the assignment and/or the resulting work.
If, in consultation with the client, the original agreement between SilverFit B.V. and the client is deviated from, the resulting costs for additional work will be charged to the client at the prices and/or rates applicable at the time of execution.

8. Products on loan

If a product is provided on loan to the client, it is the client’s responsibility to return the product to SilverFit B.V. in good condition at the end of the agreement.
If any damage is caused to the loaned products, the client will be held liable. The customer will arrange insurance against damage to the product at his own expense.

9. Intellectual and/or industrial property rights

All intellectual or industrial property rights to all software, equipment or other materials developed or made available under the agreement, such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, shall be held exclusively by SilverFit B.V. or its licensors. The Client shall only acquire the rights of use and powers expressly granted by these terms and conditions or otherwise, and the Client shall not otherwise reproduce or make copies of the software or other materials.
The client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other intellectual or industrial property rights from the software, equipment or materials, including indications concerning the confidential nature and secrecy of the software.
SilverFit B.V. is permitted to take technical measures to protect the software. If SilverFit B.V. has secured the software by means of technical protection, the client is not permitted to remove or evade this security. The security measures aim, among other things, to prevent the client from being able to make a back-up copy of the software.
SilverFit B.V. is permitted to have the software it provides store data of transactions, performances and other use that can be used to improve the system, among other things.
SilverFit B.V. shall indemnify the client against any legal claim against the client which is based on the assertion that software, equipment or materials developed by SilverFit B.V. infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that the client informs SilverFit B.V. in writing forthwith of the existence and content of the legal claim and leaves the handling of the case, including the conclusion of any settlements, entirely to SilverFit B.V.. To this end, the Client shall provide SilverFit B.V. with the necessary powers of attorney, information and cooperation so that SilverFit B.V. can defend itself, if necessary in the Client’s name, against these legal claims.
This obligation to indemnify shall lapse if and insofar as the infringement concerned is connected with changes which the Client has made or has had made by third parties to the software, equipment or materials, despite this not being permitted. If it is irrevocably established in law that the software, equipment or materials developed by SilverFit B.V. itself infringe any intellectual or industrial property right belonging to a third party or if SilverFit B.V. believes there is a good chance that such an infringement will occur, SilverFit B. V. take back the delivered goods against crediting of the acquisition costs minus a reasonable user fee, or ensure that the client can continue to use the delivered goods, or functionally equivalent other software, equipment or materials, undisturbed.

10. Inspection and complaints

Client should check all delivered products and services for possible defects or other shortcomings immediately after delivery.
If the client is of the opinion that a product delivered by SilverFit B.V. or a service provided by SilverFit B.V. does not comply with what the parties have agreed, the client must inform SilverFit B.V. of this in writing within 8 days after delivery, or 5 days after the moment when the client could reasonably have been aware of the alleged shortcoming.
Any objections by the client to an invoice from SilverFit B.V. or an amount automatically collected by SilverFit B.V. must be reported to SilverFit B.V. in writing within 8 days of the invoice date or date of the automatic collection, after which the invoiced or collected amount shall be deemed to be acknowledged by the client.

11. Confidentiality (Secrecy)

The parties undertake to keep confidential any confidential information they receive about the other party’s business. The Client is aware that the software, equipment and other materials provided may contain confidential information and trade secrets of SilverFit B.V. or its licensors. The Client undertakes to keep such software, equipment and materials secret, not to disclose them to third parties or allow them to use them and only to use them for the purpose for which they were made available. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement between the parties.
Information shall be deemed confidential unless information has been designated as non-confidential by either party and/or was already in the public domain in some way before either party disclosed the information.
SilverFit B.V. will be allowed to use the client’s name in its statements to third parties, unless the client indicates in writing that it does not wish to do so.

12. Force majeure

There is no question of an attributable failure on SilverFit B.V.’s part if there is force majeure, which includes computer failures, power failures, staff illness, and all external causes, foreseen or unforeseen, which SilverFit B.V. cannot influence.
If the period of force majeure has lasted for more than 60 (sixty) consecutive days, the client has the right to dissolve the agreement out of court, without SilverFit B.V. being obliged to pay any compensation for the damage suffered by the client as a result of that dissolution. SilverFit B.V. shall be entitled to payment by the client of all products and/or services provided to the client up to the time of dissolution.

13. Interim termination

SilverFit B.V. is entitled to terminate the agreements concluded between SilverFit B.V. and the client prematurely. This has to be done in writing. The termination must take place with due observance of a reasonable notice period of at least three (3) months.
Either party shall be entitled to dissolve the agreements entered into between SilverFit B.V. and the client out of court if the other party fails imputably in the fulfillment of its obligations under the agreements and does not remedy such failure within a reasonable period of time, after having been given proper written notice of default. Dissolution shall not release the Client from any payment obligation in respect of products and/or services already supplied by SilverFit B.V., unless SilverFit B.V. is in default in respect of that particular product and/or service.
SilverFit B.V. has the right to immediately terminate the agreements concluded with the client without notice of default and without judicial intervention in, inter alia, each of the following cases: The client fails to pay SilverFit B.V. any installment of the amount owed pursuant to the agreements concluded between SilverFit B.V. and the client on the due date, irrespective of whether or not the client has been put in default;
1. The Client fails to fulfill any obligation under the agreements entered into between the Client and SilverFit B.V. in full, on time or properly, or commits any act contrary thereto;
2. Client, being a natural person, dies, is placed under guardianship or otherwise loses free control of Client’s assets;
3. Client applies for (provisional) suspension of payment or bankruptcy, or is declared bankrupt;
4. The Client, being a legal entity or company decides to liquidate the legal entity or company, ceases all or part of the company or transfers the company to a country other than the one in which the Client is established according to the agreements concluded with SilverFit B.V. at the time of signing thereof, or the Client takes a decision to such a cease or transfer;
5. the Client leaves the country of the Client’s place of residence or establishment at the time of entering into the agreements concluded with SilverFit B.V., or at least there is good reason and/or fear that the Client will do so;
6. A substantial part of the client’s assets of or at the client’s expense are attached, or these assets are threatened with attachment or other legal measures;
7. The Client, when entering into the agreements entered into with SilverFit B.V., has provided incorrect information, or has not informed SilverFit B.V. of facts or circumstances which, in SilverFit B.V.’s opinion, are of such importance that SilverFit B.V. would not have entered into the agreements entered into with the Client, or would not have entered into them on the same terms and conditions, if SilverFit B.V. had known the correct state of affairs;
8. The articles of association or regulations of the client, being a legal person, are amended or if a change occurs in respect of the directors, supervisory directors, shareholders or actual managing persons of the client, insofar as these circumstances, in the reasonable opinion of SilverFit B.V., entail a considerable aggravation of risks for SilverFit B.V;
9. The insurance of the products is cancelled by insurers, or the insurance policy is cancelled, or an existing insurance policy is not renewed and adequate cover cannot, in SilverFit B.V.’s opinion, be obtained from other insurance companies;
10. Damage is caused to the object, which is not covered by insurance or in respect of which insurers do not otherwise pay SilverFit B.V. compensation;
11. In case of loss (including theft and embezzlement) of the products SilverFit B.V. has put at the client’s disposal, total destruction of the products, or if the products become wholly or partially out of the client’s control for any other reason;
12. Any other circumstance arises as a result of which SilverFit B.V.’s rights in respect of the products may be jeopardised, or such fear exists that the client’s continuity is no longer guaranteed;
Interim termination according to paragraphs 1 and 3 of this article as well as dissolution according to paragraph 2 of this article shall not release the client from any payment obligation in respect of products and/or services already delivered by SilverFit B.V., unless SilverFit B.V. is in default in respect of that particular product and/or that particular service. The Client shall be obliged to fulfill his payment obligation immediately with compensation for both judicial and extra-judicial costs, damage and interest.
Immediately after termination of the agreements concluded between SilverFit B.V. and the client, for whatever reason, the client loses the right to use the products and/or results of services made available and is obliged to return the products made available, all copies of documentation and other materials made available to the client in the context of the agreements, in good and original condition, to SilverFit B.V. immediately.
All costs related to the return as referred to in paragraph 5 of this article shall be borne by the client.

14. Joint and several liability

If the agreements are concluded by SilverFit B.V. with more persons and/or legal entities as clients, then all those persons and/or legal entities are jointly and severally liable for all obligations arising from the agreements.

15. Transfer to third parties

SilverFit B.V. is at all times entitled to transfer ownership of the products to third parties, or to establish a limited right to them, while maintaining its obligations from the agreements concluded with the client and without prior notification to the client. The client is not allowed to transfer rights and/or obligations from these agreements to third parties without the prior written consent of SilverFit B.V.
Silverfit B.V. is at all times entitled to transfer the rights and obligations arising from agreements concluded with the instructing party, in whole or in part, to a third party. third party.

16. Other provisions

If the client acts in breach of his obligations under the provisions of these general terms and conditions and/or agreement(s), he will forfeit to SilverFit B.V., without any notice of default being required, a penalty of €50,000 for each breach, as well as a penalty of €5,000 for each day that the breach continues, without prejudice to SilverFit B.V.’s right to claim full compensation plus costs and interest instead, insofar as the actual loss suffered exceeds the stipulated penalty.
SilverFit B.V. is entitled to replace and/or modify (parts of) the SilverFit during maintenance, repair, renewal or in other cases, provided that SilverFit B.V. delivers comparable quality and/or functionality to the client.
Disputes between SilverFit B.V. and the client arising from or relating to negotiations, offers, quotations, agreements and other legal acts concerning delivery by SilverFit B.V. of products and/or services shall be submitted exclusively to the competent court in the actual place of business of SilverFit B.V.