Terms and Conditions

It’s a good thing you’re interested in our terms and conditions. Our starting point is that we want to surpass experiences and that we also want to ensure that our customers remain satisfied. However, for a healthy company it is also important to have the legal information properly arranged. That is why you can read our general terms and conditions here. If you have any questions, please let us know!

1. Conditions

In these general terms and conditions the following terms shall have the following definitions:

Services: all services and/or advice provided by Basedriver (“Basedriver”) to the Client;
Client: any natural or legal person with whom Basedriver has concluded an Agreement, or is negotiating the conclusion of an Agreement;
Assignment: any assignment from the Client to Basedriver;
Assignment price: the amount owed by the Client for the Assignment in question;
Agreement: any agreement concluded between Basedriver and the Client, any amendment or addition thereto, as well as all (legal) acts in preparation of and for the execution of, or in connection with, that agreement;

2. Applicability

2.1 These general terms and conditions apply to all Agreements, to the exclusion of any general or special terms and conditions of the Client, unless they are (partially) accepted in writing by Basedriver in its order confirmation.

3. Conclusion of the Agreement and execution of the Assignment

3.1 An offer or quotation does not bind Basedriver and is only an invitation to place an Order.

3.2 An Agreement is only concluded if and insofar as Basedriver has accepted an Assignment in writing by means of an assignment confirmation, or if Basedriver performs activities related to the assignement.

3.3 Basedriver’s Assignment Confirmation indicates the activities to be performed by Basedriver. Basedriver is not responsible for (the results of) activities of third parties, engaged by the Client.

3.4 Extension of the Assignment, amendments and additions to any provision in an Agreement and/or these terms and conditions only apply if they have been recorded in writing by Basedriver and relate to the relevant agreement.

3.5 If an assignment is not provided to Basedriver within 30 days after Basedriver has issued an offer, the party to whom the offer has been issued is obliged at the first request of Basedriver to return the designs, samples and models accompanying the offer, carriage paid, to Basedriver. In case of failure to do so, Basedriver is entitled to charge the party to whom the quotation was submitted the costs incurred for the compilation of the quotation, sketches / drawings, three-dimensional objects.

4. Execution of the Assignment, Client’s Obligations

4.1 The Client shall always provide Basedriver with all information necessary for the execution of Basedrivers’ activities in a timely manner and guarantees the accuracy and completeness thereof.

4.2 Unless otherwise indicated by the Client, the assignments shall be carried out in accordance with the rules of science and technology applicable at the time of the conclusion of the Agreement and with due observance of the then existing statutory regulations and guidelines.

4.3 Unless otherwise indicated by Customer, Websites shall comply with the standards of the World Wide Web Consortium (W3C) in force at the time of conclusion of the Agreement.

4.4 Basedriver is never responsible and/or liable for changes made by third parties, engaged by the Client, to the Assignment executed by Basedriver.

4.5 Basedriver is never responsible and/or liable for the correctness or usefulness of the data provided by the Client within the framework of the Services, nor for the research methods and safety instructions based on the research commissioned by the Client.

5. Execution deadlines

5.1 An execution term specified by Basedriver is based on the circumstances applicable to Basedriver at the time of the conclusion of the Agreement and, to the extent dependent on the performance of third parties, on the data provided by those third parties to Basedriver. The execution period will be observed by Basedriver as much as possible.

5.2 If Basedriver needs information or resources for the execution of the Agreement that must be provided by the Client, the term of delivery can never commence before the day that all necessary information and/or resources are in the possession of Basedriver.

5.3 If Basedriver is ‘vacant’ due to late delivery of the necessary data and/or resources, the related hours may be charged to Basedriver.

6. Liability and indemnity

6.1 Basedriver is not liable for any damage, material or immaterial, suffered by the Client or any third party in application or use of the result of the Services, unless the Client proves intent or gross negligence on the part of Basedriver. The Client shall indemnify Basedriver against any claims of third parties in this respect.

6.2 Basedriver is not liable for damage to or the destruction of goods (e.g. test samples) made available by the Client or given for processing, when the nature of the Assignment causes damage or destruction or the risk thereof.

6.3 If the Agreement only relates to the examination or advice by Basedriver on parts of a larger operational whole, Basedriver will not accept responsibility for the suitability and/or proper functioning of that part within the larger whole.

6.4 Subject to the provisions under 6.1 and 6.2, the contractual and statutory liability of Basedriver towards the client is limited to the amount of the Assignment Price, unless the damage is caused by intent or gross negligence of Basedriver or its executive staff.

6.5 Except in the case of intent or gross negligence on the part of Basedriver or its executive staff, any and all liability will lapse if: a. the Client has failed to notify Basedriver of any defects or damage as a result of Services within fourteen days after the discovery of such defects or damage by the Client or a third party; or b. six months have expired after notification as referred to under a., and no further steps have been taken during that period; or in any case c. one year has expired after the final invoice has been sent by Basedriver.

7. Liability and obligations of the client

7.1 The Client is liable for damage or injury to personnel or property of Basedriver or third parties when such damage or injury is caused during the stay in or on a site, installation or other property of the Client or third party in connection with the Assignment. The Client shall indemnify Basedriver against any claims in this respect. Stipulations or promises to the contrary, agreed between (or made by) personnel of Basedriver, (personnel of) the Client and third parties involved in the execution of the Agreement, are, unless confirmed by Basedriver in writing, explicitly rejected.

7.2 If the Client is or should be aware of the properties of a substance or object made available to Basedriver in connection with the Agreement, or is the subject of the Agreement, which could constitute a hazard, the Client is obliged to communicate these properties to Basedriver and, if possible, clearly mark the substance or object or its packaging as hazardous. Failing this, the Client is liable towards Basedriver for all damage arising as a result of said properties of the substance or thing, and the Client is obliged to indemnify Basedriver against claims of third parties.

8. Price and payment

8.1 The prices used by Basedriver are based on the circumstances applicable to Basedriver at the time of the conclusion of the Agreement, including purchase prices, wages, exchange rates, excise duties, levies and taxes directly or indirectly levied on Basedriver or charged to Basedriver by third parties. If these circumstances should change after the conclusion of the Agreement but before the delivery of the Services, Basedriver has the right to pass on the resulting additional costs to the Client.

8.2 The Client is obliged to pay the invoices within 14 days after the invoice date. If the payment term is exceeded, a percentage equal to 4% above the statutory interest rate shall be due without notice of default. The judicial and extrajudicial costs for collection of the amount owed to Basedriver are for the account of the Client, whereby the extrajudicial costs amount to 15% of the unpaid amount, with a minimum of € 250.

8.3 All amounts charged to the Client must be paid without discount, deduction or setoff, unless otherwise determined by Basedriver. Client is not entitled to suspend any payment obligation towards Basedriver.

9. Default and dissolution

9.1 If the Client does not properly or timely comply with any obligation arising from any Agreement, the Client shall be in default without notice of default and Basedriver shall be entitled to do so:

to suspend the execution of all Agreements until compliance has been sufficiently secured by the Principal, and/or
dissolve the relevant agreement in whole or in part.

9.2 In the event of (provisional) suspension of payment, bankruptcy, cessation or dissolution of the business of the Client, all Agreements with the Client will be dissolved by operation of law, unless Basedriver informs the Client within a reasonable time to require compliance with (part of) the Agreement. In the latter case, Basedriver is entitled, without notice of default being required, to suspend the execution of the Agreement until compliance by the Client has been sufficiently secured.

9.3 The provisions of articles 9.1 and 9.2 are without prejudice to Basedriver’s other rights under the law and the Agreement.

9.4 In the event that an event occurs as referred to in articles 9.1 or 9.2, all claims of Basedriver against the client are immediately due and payable in full.

10. Copyrights and confidentiality

10.1 Unless expressly agreed otherwise, Basedriver reserves all intellectual property rights arising from the Agreement. Basedriver decides whether and, if so, how such rights, to the extent necessary, will be applied for, defended, disclosed, transferred in whole or in part, and / or otherwise disposed of.

10. 2 Unless expressly agreed otherwise, Basedriver reserves all intellectual property rights of the designs, illustrations, drawings, texts, sketches, photographs, models, three-dimensional objects and concepts produced with the quotation and may not be copied, reproduced or otherwise used or made available to third parties without its written consent.

10.3 Basedriver’s (hand) books, reports, the data contained therein and/or the name or logo of Basedriver in the context of the Agreement may only be used for or in (legal) proceedings against third parties with prior written consent. This is no different if (part of) the above-mentioned (hand) books, reports or records have already become public.

10.4 A duty of confidentiality applies to data of the Client that is not publicly accessible, of which Basedriver becomes aware during the execution of the Assignment and which the Client has expressly designated as confidential.

10.5 The duty of confidentiality does not apply if misunderstandings have arisen as a result of the Client’s disclosure of the results of the investigation, insofar as we are required to provide explanations to third parties at the disposal of Basedrivers’ good name.

11. Transfer of rights

11.1 The Client is permitted to transfer the rights ensuing from any Agreement to third parties, subject to the prior written consent of Basedriver.

11.2 Basedriver has at all times the right to transfer the rights under any Agreement to third parties.

12. Force majeure

12.1 If Basedriver cannot meet its obligations towards the Client due to a non-attributable failure (force majeure), the fulfilment of those obligations will be suspended for the duration of the force majeure situation.

12.2 Force majeure is defined as any circumstance beyond the control of Basedriver, as a result of which the fulfilment of its obligations towards the client is wholly or partially impeded, or as a result of which the fulfilment of its obligations cannot reasonably be required of Basedriver, regardless of whether those circumstances were foreseeable at the time of the conclusion of the Agreement. Such circumstances include: strikes and closures, stagnation or other problems in the performance of the Assignment by Basedriver or third parties engaged by Basedriver or the Client and / or measures taken by any government agency, as well as the absence of any government permit to be obtained.

12.3 Basedriver will inform the Client as soon as possible of a (threatening) force majeure situation.

13. Disputes, applicable law and competent court

13.1 These terms and conditions, as well as the Agreement, are governed by Dutch law.

13.2 All disputes arising under the Agreement or these Terms and Conditions shall, unless otherwise required by law, be subject to the judgment of the competent court in Utrecht, provided that Basedriver has the right to bring claims, whether or not simultaneously, against the Client to other judicial bodies competent to take cognizance of such claims.

This post is also available in: Nederlands (Dutch)