Article 1 - General
1.1 Replicable B.V. is a Dutch limited liability company, registered at the chamber of commerce with number: 81490240 (hereinafter called: Replicable).
1.2 These general terms and conditions (hereinafter called: T&C) are applicable to all offers, contracts and other legal relationships with Replicable with a counterparty (hereinafter called: Client).
1.3 In case of inconsistency between a provision of these T&C and any agreement, the provision of the T&C will prevail, unless explicitly stated otherwise in the agreement.
Article 2 - Agreement
2.1 Replicable will work with Client based on the agreement that is closed in writing, at which point the T&C are applicable. If the Client starts to perform without first having received the relevant confirmation in writing, Client will do so entirely at its own expense and risk.
2.2 Replicable works based on the information supplied by the Client and relies on the accuracy and completeness of the information supplied by the Client for the performance of his services. Consequences for supplying incorrect or incomplete information are the sole responsibility and risk of the Client. Replicable is allowed to suspend the activities based on inaccurate, incomplete or untimely given information which is reasonably necessary for the execution of the agreement.
2.3 If any provision of these T&C is or becomes invalid or non-binding, the Parties will remain bound by all other provisions hereof. In that event, the Parties will replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and these T&C.
Article 3 - Execution and Termination
3.1 Replicable will provide business consultancy, automation implementation, and tool support services as described in the agreement to the best of his knowledge and abilities.
3.2 Our pricing includes 3 feedback rounds on the work Replicable delivers to Client. Once the work is live and a demo has been conducted, no changes may be requested by the Client unless there is a bug attributable to the Company. The Company will rectify such bugs free of charge. Any additional feature requests will be subject to an hourly rate of €150, excluding VAT.
3.3 Replicable works exclusively based on a best effort obligation, unless explicitly stated otherwise in the agreement. Replicable will give his best effort to execute the agreement but is depending on the efforts of the Client for the results and therefore will never give any guarantee on the outcome of the set objectives.
3.4 Client is not entitled to an early termination of an agreement which has been entered into for a fixed period. Contracts for an indefinite period of time may be terminated on a monthly basis, prior to the end of the month.
3.5 Notwithstanding Replicable’s other rights and remedies, Parties have the right to terminate (‘ontbinden’) the Agreement in whole or in part, by giving written notice with immediate effect if any action or proceedings under any bankruptcy or insolvency law are taken against the other Party, either by that Party itself or by a third party.
Article 4 – Prices and Invoices
4.1 Proposals are valid for 30 days from the sending date. Prices may increase in renewed proposals.
4.2 Prices include only the provided work and exclude essential marketing software. Client hereby expressly consents to the fact that i) these tools are necessary for the work provided by Replicable, and ii) the costs for these tools are paid for by Client.
4.3 If Client requests work outside of the proposal sent by Replicable, e.g. 'extra work', this is charged on an hourly basis with a price of €150 ex VAT per hour, unless otherwise agreed.
4.4 Prices can either be per product or retainer based and are agreed upon in the agreement and are excluding VAT.
4.5 Replicable invoices at the commencement of an agreement or on the first day of the month prior to the work.
4.6 Replicable has the right to alter the hourly rate. In case the rate is increased by more than 8% or the rates increase within three months after closing this agreement, the Client has the right to cancel the agreement.
4.7 Payment will be made within thirty (30) days after the invoice date to Replicable’s bank account as listed on the invoice. From day thirty one (31) the Dutch statutory rate will apply (‘wettelijke handelsrente’). Objections to the invoice must be made within the term of payment and do not suspend the payment obligations.
4.8 Replicable is allowed to suspend execution of the agreement if the payment is not done in accordance with article 4.7. If Replicable has reasonable doubt as to whether the payment will be done, Replicable is allowed to a) ask for an advance on the invoice, b) suspend execution of the agreement, and/or c) cancel an assignment.
4.9 No liberating payments may be made to persons employed by Replicable and/or third parties who are not expressly authorised thereto. Any right to set off (‘verrekening’) by the Client is excluded.
Article 5 - Intellectual Property
5.1 All intellectual property created or used in relation to this agreement remains the property of Replicable.
Article 6 – Data Security & Privacy
6.1 Replicable stores client data in Pipedrive and other tools, and upholds a security policy involving strong passwords and two-factor authentication on all tools.
Article 7 – Liability
7.1 Replicable is not liable for any damage caused by errors in the automations or data leaks resulting from the automations built by Replicable. The maximum aggregate liability of Replicable to the Client for all claims arising out of or in connection with this agreement will not exceed the amount indemnified by the insurer of Replicable. If the insurer does not pay out, or if the damage is not covered by the insurer, then Replicable's liability will be limited to the sum equal to the aggregate fees received by Replicable under this agreement.
Article 8 – Case study and Marketing
8.1 Replicable is allowed to use the execution of the agreement as a case study for growth, learning and marketing purposes.
8.2 Client agrees to let Replicable use their name and logo in positive and supporting expressions on social media, unless otherwise agreed upon in writing. The Client agrees to provide a testimonial if they are satisfied with the services received.
Article 9 – Non-solicitation
9.1 Client hereby agrees that, during the term of an Agreement with Replicable and for a period of two (2) years thereafter, Client will not, directly or indirectly, individually or on behalf of or in conjunction with any person or entity other than Replicable or any of its affiliates, solicit, induce, recruit or encourage, whether directly or indirectly, any individual who is employed by or working for the Replicable, its affiliates to leave his or her employment or service with Replicable or its affiliates, or offer to employ or work with any individual who is employed by or working for any such company.
Article 10 – Complaints
10.1 In case of complaints about the services rendered by Replicable, Client is obliged to notify Replicable in writing within five (5) days after the complaint has occurred.
Article 11 - Applicable law and forum choice
11.1 All agreements with Replicable are subject to Dutch law. In case of dispute between the Dutch and English version of these T&C, the Dutch version will prevail.
11.2 If disputes cannot be amicably settled, the parties irrevocably agree that the Dutch courts in Amsterdam have exclusive jurisdiction to settle any disputes (including any non-contractual disputes) which may arise out of or in connection with this agreement.
Article 12 - Changes to Terms & Conditions
12.1 Replicable reserves the right to change these T&C unilaterally. Replicable will inform the Client in case of unilateral changes and will provide notice at least one month before the changes are implemented.
Article 13 - Termination of Agreement
13.1 Clients may terminate the agreement on a monthly basis, with termination to take effect at the end of the month. Notice of termination must be received by Replicable before the last day of the month for termination to take effect at the end of that month. Service Level Agreements (SLAs) may not be cancelled.
Article 14 - Subcontracting
14.1 Replicable is allowed to subcontract third parties for the execution of the agreement. Replicable commits to subcontracting only parties that are at the level of proficiency and care that may reasonably be expected. Replicable is not liable for faults in the execution of the agreement by third parties, unless there is wilful intent and/or gross negligence on the side of Replicable.
Article 15 - Confidentiality
15.1 The Client is obliged to maintain confidentiality regarding information that can reasonably be considered confidential. Any information and consultation provided by Replicable are uniquely designed for the Client and may not be duplicated for commercial purposes.
Article 16 - Intellectual Property
16.1 All rights, including intellectual property rights, related to the work delivered by Replicable, remain the property of Replicable. The Client does not acquire any ownership or rights to the work delivered by Replicable, other than the rights explicitly granted in the written agreement.
Article 17 - Client's Obligations
17.1 The Client will provide all necessary information and cooperation required for Replicable to perform its services. The Client acknowledges that Replicable's performance is dependent on the complete and timely receipt of this information and cooperation. If the Client does not provide the necessary information or cooperation within the agreed time, Replicable may extend the time for completion of its services and increase its charges accordingly.
Article 18 - GDPR Compliance
Article 19 - Severability
19.1 If any provision of these T&C is or becomes invalid or non-binding, the Parties will remain bound by all other provisions hereof. In that event, the Parties will replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and these T&C.