Terms & Conditions

References

E-mail: contact@circularbenchmarktool.eu

Website: www.circularbenchmarktool.eu

 

Definitions

1. CIRCULAR BENCHMARK TOOL: service owned by ProActBlue Management & Advies b.v., established in Meppel, Chamber of Commerce no. 77772008.

2. Customers: Regions and Service providers.

3. Parties: ProActBlue and customers together.

 

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of ProActBlue in relation to its CIRCULAR BENCHMARK TOOL.

2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

 

Prices

Not applicable in the free version.

 

Payments and payment term

Not applicable in the free version.

 

Consequences of late payment

Not applicable in the free version.

 

Right of withdrawal

1. A costumer may cancel an online submission in any moment. 

2. Customers can notify their right of withdrawal via contact@circularbenchmarktool.eu, if desired by using the withdrawal form that can be downloaded via the website of ProActBlue, www.proactblue.nl.

 

Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

 

Settlement

Not applicable in the free version.

 

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:

    -  goods delivered that are necessary for the execution of the underlying agreement.

    -  goods being property of ProActBlue that are present at the premises of the customer.

    -  goods that have been delivered under retention of title.

2. At the first request of ProActBlue, the customer provides the policy for these insurances for inspection.

 

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for ProActBlue, not obligations of results.

 

Performance of the agreement

1. ProActBlue executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. ProActBlue has the right to have the agreed services (partially) performed by third parties.

3. The execution of the agreement takes place in mutual consultation and after written agreement advance by the customer.

4. It is the responsibility of the customer that ProActBlue can start the implementation of the agreement on time.

 

Duty to inform by the customer

1. The customer shall make available to ProActBlue all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.

2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.

3. If and insofar as the customer requests this, ProActBlue will return the relevant documents.

 

Duration of the service agreement

Not applicable in the free version.

 

Cancellation of the contract for an indefinite period of time

Not applicable in the free version. 

 

Intellectual property

1 ProActBlue retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., that are part of the Circular Benchmark Tool unless parties have agreed otherwise in writing.

2. The customer may not copy or have copied the intellectual property rights without prior written permission from ProActBlue, nor show them to third parties and / or make them available or use them in any other way.

 

Confidentiality

1. The customer keeps any information he receives (in whatever form) from ProActBlue confidential.

2. The same applies to all other information concerning ProActBlue of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to ProActBlue.

3. The customer takes all necessary measures to ensure that he/she keeps the information referred to in paragraphs 1 and 2secret.

4. The obligation of secrecy described in this article does not apply to information:which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality which is made public by the customer due to a legal obligation.

5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.

 

Penalties

1. If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he/she forfeits on behalf of ProActBlue an immediately due and payable fine of € 5.000 if the customer is an organization/formal entity, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.

2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.

3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of ProActBlue including its right to claim compensation in addition to the fine.

 

Indemnity

The customer indemnifies ProActBlue against all third-party claims that are related to the products and/or services supplied by ProActBlue.

 

Complaints

1. The customer must examine a product or service provided by ProActBlue as soon as possible for possible shortcomings.

2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform ProActBlue of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.

3. The customer gives a detailed description as possible of the shortcomings, so that ProActBlue is able to respond adequately.

5. The customer must demonstrate that the complaint relates to an agreement between the parties.

6. If a complaint relates to ongoing work, this can in any case not lead to ProActBlue being forced to perform other work than has been agreed.

 

Giving notice

1. The customer must provide any notice of default to ProActBlue in writing.

2. It is the responsibility of the customer that a notice of default actually reaches ProActBlue (in time).

 

Joint and several Client liabilities

If ProActBlue enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to ProActBlue under that agreement.

 

Liability of ProActBlue

1. ProActBlue is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.

2. If ProActBlue is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

3. ProActBlue is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

4. If ProActBlue is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

 

Expiry period

Every right of the customer to compensation from ProActBlue shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

 

Dissolution

1. The customer has the right to dissolve the agreement if ProActBlue imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.

2. If the fulfillment of the obligations by ProActBlue is not permanent or temporarily impossible, dissolution can only take place after ProActBlue is in default.

3. ProActBlue has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give ProActBlue good grounds to fear that the customer will not be able to fulfill his obligations properly.

 

Major force

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of ProActBlue in the fulfillment of any obligation to the customer cannot be attributed to ProActBlue in any situation independent of the will of ProActBlue, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from ProActBlue .

2. The major force situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and major force of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

3. If a situation of major force arises as a result of which ProActBlue cannot fulfill one or more obligations towards the customer, these obligations will be suspended until ProActBlue can comply with it.

4. From the moment that a major force situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing, in whole or in part.

5. ProActBlue does not owe any (damage) compensation in a situation of major force, even if it has obtained any advantages as a result of the major force situation.

 

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

 

Changes in the general terms and conditions

1. ProActBlue is entitled to amend or supplement these general terms and conditions.

2. Changes of minor importance can be made at any time.

3. Major changes in content will be discussed by ProActBlue with the customer in advance as much as possible.

 

Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with ProActBlue to third parties without the prior written consent of ProActBlue.

2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

 

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove annullable, this will not affect the other provisions of these terms and conditions.

2. A provision that is annullable shall, in that case, be replaced by a provision that comes closest to what ProActBlue had in mind when drafting the conditions on that issue.

 

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.

2. The Dutch court in the district where ProActBlue is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

 

Attribution

These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).

June 17th, 2022.