Terms & Conditions

Article 1 Definitions
In these General Terms and Conditions (the ‘General Conditions’) the following terms have the following definitions:
1.1 The Contractor: ReJigger (by Blend Your Day)
1.2 The Client: the counterparty to the Contractor.
1.3 The Party/the Parties: the Contractor and the Client individually and together. 1.4 The Contract: the contract for services between the Parties.

Article 2 Scope of these general conditions
2.1 These General Conditions apply to all legal relationships between the Contractor and the Client, including all activities that the Contractor performs and in particular the services as stated in the offer.
2.2 No departure from these General Conditions is binding unless expressly confirmed in writing.
The Contractor expressly rejects the applicability of any general (purchase) terms and conditions relied on by the Client.

Article 3 Obligation
3.1 The Contractor has a best-endeavors obligation, but no obligation to produce a result.
3.2 In performing the work, the Contractor shall observe the appropriate duty of care having regard to the interests of the Client. In particular, the Contractor shall ensure the confidentiality of all data and information supplied by the Client within the framework of the Contract.

Article 4 Contract
4.1 All offers are entirely without obligation and the Contractor is only bound by the offer if it is signed by the Client and returned to the Contractor within fourteen (14) days.
4.2 All offers are valid for fourteen (14) days after the date of the offer.
4.3 Once both Parties have signed the offer, the order will be confirmed by the Contractor and there is then a Contract.
4.4 Contrary to the provisions of section 3 of this article, there is a Contract once performance of the service has commenced.

Article 5 Performance of the contract
5.1 If the work is performed at the Client's location or at a location designated by the Client, the Client shall provide such facilities as may be reasonably required free of charge.
5.2 If and insofar as required for the proper execution of the Contract, the Contractor has the right to engage third parties to perform the work.

Article 6 – Contract duration and period for performance
In the event that a term has been agreed between the Contractor and the Client for the performance of the work, this term shall only be approximate, unless expressly agreed otherwise in writing.

Article 7 – Prices
7.1 The fee will be calculated in accordance with the Contractor's usual hourly rates as set out in the Contract as apply for the period in which the work is performed.
7.2 The prices indicated in the offer are exclusive of VAT and other government levies, as well as any costs to be incurred within the framework of the Contract, unless otherwise stated in the offer.
7.3 Travel and accommodation costs are the liability of the Client.
7.4 For journeys within fifty (50) kilometers from the Contractor's business address, an allowance of €0.21 per kilometer will apply. On top of this, an additional hourly rate can be calculated.
7.5 In the case of Contracts with a Client established outside the Netherlands, but within Europe, the turnover tax will be passed to the Client.
7.6 Weekends and national holidays are public holidays for the Contractor and are currently not included in the offer. In consultation, work can be performed on these days. A surcharge of 50% on the agreed hourly rates will be charged.

Article 8 – Payment
8.1 The Contractor shall send an invoice every four (4) weeks on the basis of subsequent calculation. The Client must pay all invoices of the Contractor within fourteen (14) days following the invoice date. Objections to the amount of the invoices do not suspend the payment obligation.
8.2 If the Client fails to pay within the said fourteen (14) days, it will be in default by operation of law. In that case the Client will be liable to interest at 1% per month, or interest at the statutory (commercial) rate, whichever is higher. Interest on the amount owed will be calculated from the moment that the Client is in default until the moment of payment in full.

Article 9 – Complaints
9.1 The Client must notify the Contractor in writing of any complaint about the work within eight (8) days of discovery, but no later than fourteen (14) days after completion of the work in question. Such notice of default must contain as detailed a description as possible of the defect alleged by the Client, to enable the Contractor to respond adequately.
9.2 If a complaint is well-founded, the Contractor will be given the opportunity to perform the work again. In the event that it is no longer reasonably possible to perform the work, the Contractor shall only be liable within the limits of Article 11.

Article 10 – Notice period
10.1 Either Party may terminate a Contract for an indefinite period of time at any time in writing, with effect from the start of a new month, subject to a notice period of two (2) calendar months.
10.2 Fixed-term contracts cannot be terminated by the Client, unless the Client agrees to payment of the full fee agreed for the term of the Contract.
10.3 Fixed-term contracts may be terminated by the Contractor subject to a notice period of two (2) months.
10.4 If, before the expiry of the notice period, the Client does not give the Contractor the opportunity to carry out the order, the Client shall nevertheless owe the full amount payable under the Contract.

Article 11 – Liability
11.1 In view of the nature of the work and the subjective assessment aspects involved in the work, the Contractor is not liable for any loss suffered by the Client as a result of an act or omission by the Contractor in the performance of the Contract or otherwise, except in the case of intent or gross negligence. Consequential loss, including loss of profit or commercial loss, is not eligible for compensation.
11.2 In the event that the Contractor is liable for loss suffered by the Client, the amount of compensation payable by the Contractor may not exceed the invoice value of the defective work that caused the loss, or - if this cannot be determined - the invoice value of the work that the Contractor performed for the Client at the time that the loss-causing event occurred, up to a maximum of € 2,500 in total. 11.3 The Client indemnifies the Contractor against all third-party claims for loss related to or resulting from the Contract. This does not affect the Contractor's duty of care as referred to in Article 3.
11.4 The exclusions and limitations of liability as referred to in this article, as well as the indemnification as referred to in section 3 of this article, shall also be stipulated for and on behalf of employees of the Contractor and any other person whose assistance the Contractor engages in the performance of the work.
11.5 The liability for the work that the Contractor has assigned to a third party shall be limited to the extent that the third party effectively indemnifies the Contractor.

Article 12 – Force majeure
12.1 Force majeure means any circumstance on the basis of which (further) performance of the Contract cannot reasonably be demanded by the Contractor. Examples include, but are not limited to, fire, blockade, business interruption, power failure, natural disasters, refusal of permits, strikes or work stoppages forfeited, data loss, virus infection or computer hacking by third parties, machine breakage and other calamities that prevent or limit the Contractor's business operations.
12.2 In the event that the Contractor is prevented by force majeure from performing the work in whole or in part, the Contractor shall be entitled, without the need to obtain court approval, to suspend the performance of the work or to regard all or part of the Contract as terminated, without thereby being obliged to compensate the Client for loss.
12.3 If at the time of the occurrence of force majeure the Contractor has already partially fulfilled its obligations to the Client under the Contract and has already performed some work for the Client that has independent value - the Contractor shall be entitled to invoice separately for this work. In that case, the Client shall be obliged to pay the Contractor’s relevant invoice.

Article 13 – Intellectual property
13.1 All documents provided by the Contractor, such as reports, advice, agreements, designs, software, etc., are intended exclusively to be used for the benefit of the Client and may not be reproduced, made public or disclosed to third parties by the Client without the Contractor's prior permission, unless the nature of those documents dictates otherwise.
13.2 The Contractor reserves the right to use the knowledge gained through the execution of the work for other purposes, provided that this does not involve the disclosure of confidential information to third parties.
13.3 The Contractor is entitled to sign off and/or use everything it has produced for the promotion of its own organization and services.

Article 14 – Confidentiality
If the Contractor - on the basis of a statutory provision or a court ruling - is obliged to provide confidential information to third parties designated by law or by the competent court and the Contractor cannot invoke a legal right to refuse disclosure recognized or permitted under the law or competent court, the Contractor will not be obliged to pay compensation and the Client will not be entitled to terminate the Contract.

Article 15 – Termination
15.1 The Contractor is entitled to choose either to terminate the Contract in whole or in part, without notice of default and obligation to pay compensation, or to suspend the further performance of the Contract, if:
a. the Client is declared bankrupt;
b. the Client applies for a moratorium;
c. the Client proceeds to liquidate its business;
d. the Client is placed under guardianship or dies; or
e. the Client does not comply with a legal obligation to the Contractor, or any obligation arising from the Contract.
15.2 In any situation referred to in section 1 of this article, the Contractor is entitled to immediately claim the full amount of the fee owed by the Client to the Contractor.
15.3 The Client is obliged to inform the Contractor immediately if any such situation arises. If a situation as described under section 1 (e) of this article arises, the Client will be in default by operation of law and any debt to the Contractor will become immediately due and payable.

Article 16 - Assignment and duties
16.1 The Client is not entitled to transfer all or any part of the rights and obligations arising from a Contract to third parties, without the prior written consent of the Contractor.
16.2 This article has property-law effect as referred to in Book 3 Article 83 (2) of the Dutch Civil Code, as a result of which the transfer of rights of action is excluded.

Article 17 - Dispute settlement and applicable law
17.1. These General Conditions shall apply with effect from 1 June 2022.
17.2. In the event that any provision of these General Conditions should be void or be avoided, this shall not affect the validity of the other provisions.
17.3. The legal relationship between the Client and the Contractor shall be governed by Dutch law. 17.4. All disputes between Client and contractor that may arise as a result of or in connection with the Contract will be brought exclusively before the competent court of the Court of Noord-Holland, sitting in Alkmaar.

Article 18 – Amendment of these General Conditions
18.1. The Contractor is entitled at all times to amend these General Conditions.
18.2. Amendment to these General Conditions shall take effect from the moment that the Client receives them in amended form.
18.3. The amendment shall apply to situations from the time they come into effect.