Terms and conditions

1.1.Empathree: Empathree B.V. and its legal successors.

1.2.Client: natural and legal persons who conclude an agreement with Empathree.

2.1.These conditions apply to all offers and agreements between Empathree and the client, unless this is explicitly deviated from in writing.

2.2.Empathree explicitly rejects the applicability of any conditions from the client.

2.3.If any condition becomes fully or partly void or invalid, the remaining conditions remain in full force. Empathree will then work with the client to replace the void or voided condition with a new condition, drawn up according to the purpose and intent of the condition being replaced.

2.4.These conditions also apply to agreements whereby Empathree uses third parties for implementation.

2.5.In case of lack of clarity concerning a condition, it must be interpreted in the spirit of these terms and conditions. This explanation is also used when a situation arises that is not covered by these conditions.

2.6.Empathree may, to the benefit of the client, deviate from these conditions or apply them in a different manner. This does not mean that these conditions do not apply; Empathree reserves the right to require compliance with them.

3.1.The offer is non-binding and valid for one month following the date of the offer.

3.2.If the client has not accepted the offer in writing within that time limit, the offer expires and Empathree is entitled to amend or withdraw it.

3.3.Empathree has the right to amend or withdraw an offer when it is based on inaccurate or incomplete information provided by the client.

4.1.The agreement is entered into digitally or in writing and for an indefinite period, unless the nature or content of the agreement dictates otherwise.

4.2.The agreement sets out the products to be delivered and includes the agreed price. Where the agreement proves insufficient, or if one of the parties wishes to amend it, this can be done by mutual agreement. The agreed price may be changed accordingly. The change is agreed digitally or in writing.

4.3.Where the agreement is divided into separate parts, Empathree may choose to invoice separately. Empathree may suspend parts of the agreement until payment for the previous part is received.

4.4.Empathree has the right to amend or withdraw the agreement when it is based on inaccurate or incomplete information provided by the client. Empathree may suspend the agreement or charge extra when the client does not provide the required information in a timely manner or provides it inaccurately or incompletely.

4.5.Empathree may terminate or modify the agreement at any time with a notice period of one month. Empathree may terminate or modify the agreement at any time without prior notice if there are circumstances that prevent execution or where the unaltered maintenance of the agreement cannot be demanded from Empathree. The client cannot make interim changes to or terminate the agreement.

4.6.At Empathree's discretion, the agreement may be carried out fully or partly by a third party.

4.7.Empathree may suspend or terminate the agreement with immediate effect if the client fails to comply, or comply in a timely manner, with the obligations in the agreement or these conditions, or if Empathree has a well-founded fear that this will occur and this default justifies suspension or termination. In that case Empathree has no obligation to pay damages or compensation, while the client is obliged to do so because of breach of contract.

4.8.Empathree has the right to terminate the agreement without further notice with immediate effect if the client requests a suspension of payments, is granted a suspension of payments, files for or is declared bankrupt, applies for or is granted a debt rescheduling arrangement, or if its company is liquidated.

5.1.Empathree reserves the right to change these conditions. The amended conditions take effect when they are disclosed to the client.

5.2.The client reserves the right to terminate the agreement within two weeks after the amended conditions have been made known to them.

5.3.If the client does not respond within two weeks to the communication, Empathree is entitled to assume that the client has accepted the amended conditions.

6.1.An agreed period only starts after any materials and information have been provided by the client. If applicable, a period only starts after payment of an agreed advance.

6.2.Empathree does its utmost to comply with the agreed periods included in the agreement. Empathree will not be in default if it exceeds an agreed period.

6.3.The client may only cancel the agreement, refuse to purchase products or refuse to pay after having notified Empathree in writing that it is in default and having given Empathree a reasonable period to still comply with the agreement.

7.1.The agreed prices are exclusive of VAT.

7.2.Payment must be made within 14 days of the invoice date to a bank account designated by Empathree, in the currency invoiced.

7.3.Objections to an invoice must be notified to Empathree in writing within 14 days of the invoice date.

7.4.The client is legally in default if it fails to pay within the payment period. The client owes the statutory interest on the outstanding amount from the date of default until the date of full payment.

7.5.If the client remains in default, all reasonable extrajudicial and customary legal costs related to the recovery are charged to the client. Statutory interest on these costs is also charged.

7.6.Payments by the client will first cover the costs of recovery, then all interest and finally the principal amount, even where the client specifies otherwise upon payment.

7.7.Without Empathree's consent, the client is never entitled to set off a debt to Empathree against an invoice. Objections raised by the client against the products or the amount of the invoice do not suspend the payment obligations. The client may also not suspend payment for other reasons, unless it can rely on one of the provisions of section 6.5.3 of Book 6 of the Dutch Civil Code.

7.8.Empathree is entitled to require the client to pay a deposit. The client is required to supplement this deposit if Empathree considers it desirable.

8.1.Once the goods are available for the client, the client must examine whether the delivered goods correspond to what was agreed in advance. The client is obliged to inform Empathree in writing within 7 days of visible defects. Non-visible defects must be reported to Empathree in writing within 14 days of discovery. The written notification must clearly define the deficiencies.

8.2.The client has no right to repair, replacement or compensation if defects are not reported to Empathree in a timely and appropriate manner.

8.3.Empathree has the right to investigate the report. Any (research) costs concerning an unfounded report are borne by the client.

8.4.Empathree may choose to replace, repair or reimburse the delivered goods.

9.1.Empathree retains ownership of all goods delivered to the client until the client has fulfilled all obligations under the agreement. As long as Empathree retains ownership, the client has no right to sell, exchange, give away, pledge or encumber the goods and the like.

9.2.The client notifies Empathree when third parties seize the delivered goods or wish to establish or exercise rights over them. Any damage to the goods is at the risk of the buyer. The client is obliged to take out insurance covering these risks so that it can compensate this loss, and does everything it can to prevent or limit damage.

9.3.Empathree reserves the right to take back the delivered goods and, to that end, to enter the premises of the client or of third parties engaged by the client.

10.1.Should Empathree be liable for any damage, its liability is limited to direct damage. Empathree's liability is limited to the invoice value of the agreement, at least to that part of the agreement to which the liability relates. Empathree's liability is in any case limited to the sum for which Empathree is insured.

10.2.Empathree is never liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business interruption. Empathree is also never liable for damage caused because it relied on incorrect or incomplete information provided by the client. Empathree is not liable for damage incurred during transport or shipping.

10.3.Direct damage is exclusively: the reasonable costs incurred to determine the cause and extent of the damage, the reasonable costs incurred to still implement the agreement correctly, and reasonable costs to prevent or limit the damage. These costs only fall under direct damage if it is established that the damage is attributable to Empathree.

10.4.The limitation of Empathree's liability does not apply if the damage is the direct result of intent or gross negligence by Empathree, one of its subordinates or third parties it engages.

10.5.If Empathree cannot or does not properly fulfil the agreement due to the client, the client is held responsible for all direct and indirect damage on the part of Empathree.

10.6.The client indemnifies Empathree against any claims of third parties suffering damage in connection with the execution of the agreement and of which the cause can be attributed to someone other than Empathree. If Empathree is addressed by third parties for this reason, the client is obliged to assist Empathree both outside and in law and to immediately do what may be expected of it in that case. Should the client fail to take adequate measures, Empathree is entitled, without notice, to take these measures itself. All costs and damage that result on the part of Empathree and third parties are for the account and risk of the client.

11.1.Empathree retains all intellectual property rights.

11.2.Empathree may use all knowledge it obtains through the execution of the agreement for other purposes, except for confidential data of the client.

12.1.In case of force majeure, Empathree's obligations arising from the agreement concluded with the client are suspended. Empathree notifies the client as soon as possible of the force majeure situation.

12.2.Force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Empathree cannot influence and whereby Empathree is unable to meet its obligations. This may include, among other things: strikes, technical complications, illness of deployed personnel, governmental measures and failures.

12.3.Empathree has the right to suspend its obligations during force majeure. Empathree has no obligation to pay any damages as a result of the force majeure.

12.4.The parties have the right to terminate the agreement if the force majeure lasts longer than 60 days. The parties have no obligation to pay any damages as a result of the termination.

12.5.If Empathree has already partially fulfilled the agreement or can still meet it, and the relevant part has independent value, Empathree is entitled to invoice this separately. A separate agreement then arises; the client is therefore obliged to pay this invoice.

13.1.Dutch law applies exclusively to all legal relationships to which Empathree is a party, also if an agreement is wholly or partly executed abroad or if the party involved in the legal relationship resides there.

13.2.The court in the location of Empathree is exclusively competent to hear any disputes, unless the law requires otherwise. Nevertheless, Empathree has the right to submit the dispute to the court that is competent by law.

13.3.The parties will only appeal to the courts after they have done their utmost to settle a dispute by mutual consultation.