Terms & Conditions
These general terms and conditions apply to all offers, quotations and services of Invisory and form an integral part of any agreement with and legal relationship of Invisory.
Agile Operators B.V. (Invisory)
Schaapsdrift 34
6902 AJ Zevenaar
The Netherlands
Website: www.invisory.nl
Telefoon: +31 299 756 499
Chamber of Commerce (KVK): 85384437
Article 1. Definitions
1.1 Capitalised terms used in these general terms and conditions have the following meanings.
a. Third Parties: an independent worker or employee of Invisory.
b. Intellectual Property Rights: all intellectual property and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights and rights to ‘know-how’.
c. Invisory: the company Agile Operators B.V. (with trade name Invisory) based in Zevenaar and registered in the Trade Register of the Chamber of Commerce under number 85384437.
d. Quotation: Invisory’s proposal to the Client, which includes, among other things, the quotation and services offered by Invisory.
e. Client: the natural person or legal entity, whether or not acting in the exercise of a profession or business, with whom Invisory has entered into an Agreement or a legal relationship.
f. Agreement: the contract for services entered into between the Client and Invisory on the basis of which Invisory will provide services to the Client.
g. Further Agreement: the specific agreement on the provision of services.
h. Independent Contractor: The independent worker made available by Invisory to the Client to perform the services.
Article 2. Applicability
2.1 These general terms and conditions shall apply to any offer or Quotation made by Invisory and shall also apply and form an integral part of any Agreement and legal relationship.
2.2 Provisions or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are only binding for Invisory if and insofar as they have been accepted by Invisory in writing.
2.3 Any general terms and conditions used by the Client are expressly rejected by Invisory.
Article 3. Formation of the Agreement
3.1 An Agreement is established by express written acceptance of the offer or Quotation by the Client.
3.2 If the Client does not explicitly indicate its agreement with the Quotation or the offer, but nevertheless agrees, or gives that impression, that Invisory performs work that falls within the description of the services offered, the Quotation is considered accepted. This also applies if the Client requests Invisory to perform certain activities without waiting for an Quotation or if the requested assignment has actually started.
3.3 Any proposal made by Invisory is non-binding and valid for 30 days from the date the proposal is made unless otherwise stated in the Quotation.
Article 4. Performance of the Agreement and Provision
4.1 Once an agreement with Invisory has been entered into, Invisory will fulfil it to the best of its ability and with care and professionalism. This also implies that any third party/parties provided by Invisory will perform the assignment as (a) good contractor(s).
4.2 Deadlines specified by Invisory always have an indicative nature and in no case should be considered as strict deadlines.
4.3 If the parties reach a (Further) Agreement, Invisory shall make the Third Party/Parties named in the Agreement available to the Client to perform the agreed work.
4.4 If applicable, Invisory concludes a contract for services (a model agreement) with the independent worker to be made available. In this situation, Invisory acts as an intermediary (‘intermediation’).
4.5 The Third Party/Parties provided are not under the Client’s management and supervision, unless the parties agree otherwise.
4.6 If applicable with regard to the hiring of an independent worker, the Client should not act or refrain from acting in a way that could constitute an employment contract or fictitious employment and that could endanger the independent worker’s independence. The Client shall indemnify Invisory for any damage resulting from this.
4.7 Invisory shall ensure that the necessary information and data from the Third Party/Parties are provided to the Client in a timely manner to allow the assignment to be started in a timely manner.
4.8 If applicable, the independent worker classifies and performs the assignment independently as they see fit. However, if necessary, coordination between all parties takes place in order for the assignment to run optimally.
4.9 By using the services of Invisory or the rights developed by or on behalf of Invisory, the Client is prohibited from violating Dutch or other applicable laws and regulations or to infringe the rights of others.
4.10 If Invisory observes that the Client breaches the above or receives a complaint about it, it will be able to warn the Client. Should this not result in an acceptable solution, Invisory will be allowed to intervene itself to end the breach.
Article 5. Prices
5.1 The Client shall pay Invisory a fee for its services as stated in the Quotation or offer.
5.2 Unless an amount expressly states otherwise, the prices quoted by Invisory are exclusive of VAT.
5.3 The hours incurred by the Third Party/Parties shall be recorded by the Third Party and the Client. The hours recorded by the Third Party are established (i) after validation thereof by the Client or (ii) after the seven-day period has elapsed without the Client having validated the recorded hours and also not refuted them.
5.4 All prices in offers, price list(s) and/or other means of communication of Invisory are subject to programming and typing errors. The Client cannot derive any rights from such errors.
5.5 If a price is based on information provided by the Client and this information turns out to be incorrect, Invisory has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
5.6 Invisory is entitled to adjust its applied and/or agreed prices each time the Agreement is renewed and/or once per calendar year on the basis of inflation, an increase in costs or changed market conditions.
5.7 If a supplier of Invisory raises prices in the interim, Invisory is entitled to pass this increase on to the Client.
Article 6. Payment
6.1 Invisory may invoice the amounts owed by the Client in advance or afterwards. Invisory is permitted to arrange for the invoices to be factored with a factoring party.
6.2 Invisory may send electronic invoices to the e-mail address of the Client known to Invisory. The Client agrees to this method of invoicing.
6.3 The payment term of an invoice is fourteen (14) days from the invoice date, unless otherwise agreed in writing.
6.4 If the Client has not paid in full after the payment term, Invisory shall still give the Client the opportunity to pay the invoice amount. If the Client has also failed to pay or has not paid in full after this period, it will legally (automatically) be in default without notice of default being required.
6.5 In the event of late payment, in addition to the amount owed and the statutory commercial interest accruing thereon, the Client shall be liable for compensation of the extrajudicial costs including collection costs and the reasonable costs of legal assistance.
6.6 In case the Client fails to comply with any obligation under the Agreement, Invisory is entitled, without any notice of default, to suspend its services without prejudice to Invisory’s right to compensation for damages.
6.7 In case the Client is in default, Invisory is entitled to limit or suspend its services.
6.8 The Client is not entitled to set-off, discharge, suspension and assignment of claims.
Article 7. Intellectual Property Rights
7.1 All Intellectual Property Rights in relation to the services provided by Invisory in the broadest sense of the word (including work performed by the Third Party/Parties and related intellectual rights) shall at all times remain vested in Invisory and/or its licensors, unless otherwise agreed in writing.
7.2 The Client shall indemnify Invisory against third party claims that are (partly) based on the assertion that any information provided by the Client to Invisory infringes third party rights.
7.3 Invisory is permitted to use the (company) name, logo and a general description of the Client’s organisation for its own promotion and/or publicity.
7.4 If the Parties have agreed that intellectual property rights shall be transferred to the Client, such transfer shall take place when all related invoices have been paid in full by the Client.
Article 8. Liability
8.1 Invisory’s liability for damage resulting from an (attributable) failure to comply with the Agreement or on any other legal basis is limited to compensation for direct damage. Direct damage is exclusively understood as damage consisting of:
- any reasonable costs incurred to make Invisory’s defective performance comply with the Agreement;
- damage directly caused to tangible property (“property damage”);
- reasonable and demonstrable costs incurred by the Client to prompt Invisory to (again) properly fulfil the Agreement;
- reasonable costs to determine the cause and extent of the damage insofar as relating to direct damage as referred to here;
- reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage as referred to in this article.
8.2 Under no circumstances shall Invisory be liable for any damages other than those mentioned in the preceding paragraph, such as indirect or consequential damages.
8.3 The maximum amount that will be paid in case of liability under paragraph 1 of this article is limited per event or a series of related events to what Invisory’s insurer will pay in any case. If the insurer does not pay or if the insurance does not provide cover, the liability of Invisory shall be limited to the amount equal to the fees paid by the Client to Invisory (excluding VAT) in the three months preceding the month in which the damage-causing event occurred. In no case, however, will the total compensation for any damage exceed EUR 25,000 on an annual basis.
8.4 Any exclusion or limitation of liability shall lapse if and insofar as the damage is the result of intent or deliberate recklessness of Invisory’s management.
8.5 Liability of Invisory for an (attributable) failure in the performance of the Agreement or any other legal basis shall only arise if the Client gives Invisory immediate and proper written notice of default after discovering the failure, setting a reasonable deadline to remedy the failure, and Invisory continues to fail imputably in the fulfilment of its obligations even after that deadline. The notice of default must contain as detailed a description as possible of the default, so that Invisory is able to respond adequately.
Article 9. Force Majeure
9.1 Neither party can be held to fulfil any obligation if a circumstance beyond the control of the parties, which could not or should not already have been foreseen at the conclusion of the Agreement, nullifies any reasonable possibility of performance (force majeure).
9.2 Force majeure shall include: internet failures or other failures of public or private infrastructure; failures due to computer crime, for example (D)DoS attacks; shortcomings of Invisory’s suppliers; defectiveness of items, equipment, software or other source material of which the Client has prescribed the use; non-availability of staff members/seconded employees (due to illness or otherwise); government measures such as in the event of a pandemic; transport problems; strikes; wars; terrorist attacks, internal riots and natural disasters.
9.3 If a situation of force majeure lasts longer than thirty days, each of the Parties has the right to terminate the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionally, without the Parties owing each other anything else.
Article 10. Confidentiality
10.1 If information is marked as confidential or if the receiving party knows or should fairly suspect that the information was intended to be confidential, the parties will keep it that way before, during, and after the performance of the Agreement. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.
10.2 The confidentiality obligation shall continue even after termination of the Agreement for whatever reason, for as long as the providing party can reasonably claim the confidentiality of the information.
Article 11. Amendments to the Agreement
11.1 Invisory reserves the right to unilaterally amend or supplement its services and these general terms and conditions. Amendments shall also apply with regard to Agreements already concluded, subject to a period of thirty days after notification of the amendment.
11.2 Amendments will be disclosed on the Invisory website and/or by e-mail to the Client. Non-substantive amendments of minor importance may be made at any time and do not require notification.
11.3 If the Client does not wish to accept an amendment, the Client must inform Invisory of this in writing within fourteen days of after it is notified. If Invisory does not subsequently withdraw the amendment, the Client may terminate the Agreement as of the date on which the new conditions enter into force.
Article 12 Prohibition of Direct Employment, Fine/Compensation
12.1 The Client is not permitted, as long as the agreement continues, or for two years after its expiry, to hire employees of Invisory or independent workers provided by or on behalf of Invisory, or to have them work for them in any other way, directly or indirectly, without the prior written consent of Invisory.
12.2 In case of breach of this article, the Client shall owe Invisory a fine or compensation of € 25,000. This fine or compensation is immediately payable as a result of the mere fact of the violation, but Invisory retains the right to claim full compensation should the damage exceed the fine or compensation.
Article 13. Duration and Termination
13.1 An Agreement is entered into for the term as stated in the Quotation, unless the Agreement is terminated upon completion of a predetermined task. If no term is specified, the Agreement is entered into for an indefinite period.
13.2 If the Agreement is entered into for a definite period, then the Agreement can only be terminated prematurely as stipulated in the Agreement or these general terms and conditions.
13.3 Unless otherwise agreed in writing, no automatic renewal of the Agreement or Further Agreement shall take place.
13.4 Invisory may immediately suspend or terminate the Agreement in writing if at least one of the following grounds applies:
a. The Client is in default with regard to a material obligation;
b. The Client’s bankruptcy has been granted;
c. The Client has filed for suspension of payments;
d. The Client’s operations are terminated.
13.5 If Invisory suspends fulfilment of its obligations, it retains its claims under the law and the Agreement, including the claim to payment for the services that have been suspended.
13.6 If the Agreement is terminated, Invisory’s claims against the Client shall be immediately due and payable. In case of termination of the Agreement, amounts already invoiced for services rendered will remain due, without any obligation to undo.
Article 14. Privacy
14.1 Invisory and Client shall treat any personal data processed under an agreement as confidential and shall at all times process such data in accordance with the provisions of the General Data Protection Regulation (GDPR) and any other relevant (privacy) legislation.
Article15. Other Provisions
15.1 The Agreement is governed by Dutch law.
15.2 Unless otherwise required by the rules of mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court for the district where Invisory is located.
15.3 If any provision of the Agreement is found to be invalid, this shall not affect the validity of the entire Agreement. In that case, the parties will establish (a) new provision(s) for replacement, which, as much as legally possible, gives effect to the intention of the original provision.
15.4 Invisory is entitled to transfer its rights and obligations under the Agreement to a third party that takes over the service or relevant business activity from it.
