Art. 1 – Applicability

1.1 These general terms and conditions apply to all legal relationships between u-commerce and our customer, including all activities performed by u-commerce.

1.2 Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing. U-commerce expressly rejects the applicability of general (purchasing) terms and conditions used by the customer.

Art. 2 – Obligation

2.1 When performing the Work, U-commerce will exercise the greatest possible care with regard to the interests of the customer. In particular, u-commerce shall ensure the confidentiality of all data and information made available to u-commerce by the customer within the framework of the agreement.

2.2 If and to the extent required for the proper execution of the agreement, u-commerce has the right to have the work carried out by third parties.

Art. 3 – Quotations

3.1 All offers are without obligation and u-commerce is only bound by the offer if the offer has been confirmed by the customer by e-mail within seven (7) days, unless otherwise stated in the offer.

3.2 All rates are exclusive of VAT and travel expenses.

Art. 4 – Execution of the agreement

4.1 In the event that work is carried out at a location designated by the Client, the Client shall provide the necessary facilities free of charge.

Art. 5 – Contract Duration and Performance Period

5.1 In the event that a term has been agreed between u-commerce and the customer in connection with the performance of the work, this period is only approximate, unless expressly agreed otherwise in writing. U-commerce does not offer any guarantee with regard to agreed delivery times and late delivery does not entitle the customer to compensation or suspension of payment obligation towards U-commerce.

Art. 6 – Fees

6.1 The parties may agree on a fixed fee when the agreement is concluded.

6.2 If no fixed fee has been agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of u-commerce, applicable for the period in which the work was performed.

Art. 7 – Payment

7.1 The customer is obliged to pay all invoices from u-commerce to u-commerce within seven (7) days of the date of the invoice, unless otherwise stated in the invoice. . Objections to the amount of the invoices do not suspend the payment obligation.

7.2 If the customer defaults on payment within the period of seven (7) days, the customer is in default by operation of law. In that case, the customer will owe an interest rate of 1% per month. Interest on the amount due and payable will be calculated from the moment the customer is in default until the time of payment of the full amount.

Art. 8 – Retention of title

8.1 All goods delivered by u-commerce are made on behalf of the customer. U-commerce remains the owner of the delivered reports, software, electronic files, etc. at all times.

8.2 The Client is not authorised to pledge the goods subject to the retention of title or to encumber them in any other way.

8.3 If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereto, the customer is obliged to inform u-commerce immediately.

Art. 9 – Complaints

9.1 Complaints about the executed u-commerce must be reported as soon as possible, but no later than seven (7) days after the corresponding (telephone) consultation. U-commerce does not send an invoice for an initial analysis when the customer is not satisfied.

9.2 Article 9.1 applies exclusively to the advisory report under the name u-commerce. Other activities, including but not limited to consultancy activities, consultancy hours, training, workshops and the writing and discussion of reports, advisory proposals or implementation plans – henceforth to be referred to as ‘other activities’ – are explicitly excluded from the conditions as described in Article 9.1.

9.3 We regret complaints about other activities. Complaints must be reported by the customer to u-commerce within eight (8) days of discovery, but no later than fourteen (14) days after completion of the relevant Work, by writing or e-mail. Such notice of default must contain as detailed a description as possible of the customer’s alleged shortcoming, so that u-commerce is able to respond adequately.

9.4 If a complaint is well-founded, u-commerce will be given the opportunity to perform the Work again. In the event that it is no longer possible to perform the Activities according to objective standards, u-commerce will only be liable within the limits of article 12.

Art. 10 – Notice period

10.1. Both parties may terminate the cooperation at any time by e-mail.

10.2 If the cooperation is terminated, any work that has not been carried out will be cancelled. U-commerce is only entitled to compensation for demonstrable costs that can be specifically linked to the specific project for the customer.

10.3 If the Agreement is terminated prematurely by u-commerce, u-commerce will lose its right to payment, except insofar as the Activities already performed are useful to the customer. The Client is not entitled to compensation for work not performed.

Art. 11 – Liability

11.1 In view of the nature of the work and the subjective assessment aspects that play a role in the work, u-commerce is not liable for any damage suffered by the customer as a result of an act or omission of u-commerce in the performance of the agreement or otherwise, except in the case of intent or gross negligence. Consequential damage, including loss of profit or losses suffered, will never be eligible for compensation.

11.2 In the event that u-commerce is liable for damage suffered by the customer, the damage that u-commerce is obliged to compensate will never exceed the invoice value of the work, the defect of which was the cause of the damage or – if this cannot be determined – the invoice value of the work that u-commerce performed for the benefit of the customer at the time that the damage-causing event occurred.

11.3 The customer indemnifies u-commerce against all claims of third parties for damages related to or arising from the agreement. This does not affect the duty of care of u-commerce as referred to in Article 3.

11.4 The exclusions and limitations of liability as set out in this article, as well as the indemnification as referred to in article 12.3, are also stipulated for and for the benefit of subordinates of u-commerce and anyone else whose assistance u-commerce uses in the performance of the work.

11.5 The liability for the activities that u-commerce has assigned to a third party is limited to the extent that the third party actually indemnifies u-commerce.

11.6 U-commerce has an advisory role only and cannot be held liable for negative consequences for the customer.

11.7 U-commerce will always consult with the customer and will not take any action/decisions itself, unless the customer gives permission to u-commerce to perform certain tasks, but even then u-commerce cannot be held liable.

11.8 U-commerce has a signalling function, but is not responsible for handling any complaints arising from the order process.

11.9 The Customer is responsible for customer service and complaint handling within the Amazon Account(s).

11.10 U-commerce may act on behalf of the customer within Amazon Seller Central and Amazon Vendor Central.

11.11 The customer is responsible for the implementation of advice from u-commerce, which does not require direct action from u-commerce itself, such as sending goods to Amazon with a third-party carrier. If goods are delivered damaged, lost or incomplete en route to Amazon, u-commerce cannot be held liable. This includes fines, which cannot be charged to u-commerce.

Article 12 – Force majeure

12.1 Force majeure is understood to mean any circumstance on the basis of which (further) performance of the agreement by u-commerce cannot reasonably be required. This is understood to include in any case – but not limited to – data loss as a result of computer failure, virus infection or computer intrusion by third parties, machine breakdown and other calamities that prevent or limit the business operations of u-commerce.

12.2 In the event that u-commerce is prevented from carrying out all or part of the work due to force majeure, u-commerce has the right to suspend the performance of the work without judicial intervention or to consider the agreement as dissolved in whole or in part, at its option, without u-commerce being obliged to compensate any damage suffered by the customer.

12.3 In the event that, at the time of the occurrence of force majeure, u-commerce has in the meantime partially fulfilled its obligations towards the customer arising from the Agreement and has partially performed work for the customer – and the work already performed has independent value – u-commerce is entitled to invoice the relevant Activities separately. In that case, the customer is obliged to pay the relevant invoice from u-commerce.

Article 13 – Indemnifications

13.1 The customer indemnifies u-commerce against claims by third parties with regard to intellectual property rights to materials or data provided by the customer, which are used in the performance of the Agreement.

Article 14 – Intellectual property

14.1 All documents provided by u-commerce, such as reports, advice, agreements, designs, software, etc., are intended to be used exclusively for the benefit of the customer and may not be reproduced, published or brought to the attention of third parties by the customer without the prior consent of u-commerce, unless the nature of the documents provided dictates otherwise.

14.2 U-commerce reserves the right to use the knowledge gained through the performance of the Activities for other purposes, insofar as no confidential information is brought to the attention of third parties.

14.3 U-commerce is entitled to sign and/or use everything produced by U-commerce to promote its own organisation and services.

Article 15 – Confidentiality

15.1 If, on the basis of a statutory provision or a court ruling, u-commerce is obliged to provide confidential information to third parties designated by law or the competent court, and u-commerce cannot invoke a right of non-disclosure recognised or permitted by law or by the competent court, then u-commerce is is not obliged to pay compensation or indemnification and the other party is not entitled to dissolve the agreement.

Article 16 – Transfer and obligations

16.1 The customer is not entitled to transfer all or part of the rights and obligations arising from the Agreement concluded under these general terms and conditions to third parties, except with the prior written consent of u-commerce.

Article 17 – Applicable law and competent court

17.1 These terms and conditions are effective as of 30 January 2017.

17.2 In the event that any provision in these general terms and conditions should be null and void or annulled, this shall not affect the validity of the remaining provisions.

17.3 The legal relationship between the customer and u-commerce is governed by Dutch law. All disputes between the customer and u-commerce that may arise as a result of or in connection with the agreement will be settled by the competent court in the Netherlands, to the exclusion of any other.