Article 1. Definitions

1.1. In these general terms and conditions, the following terms are used with the following meaning, unless expressly stated otherwise or the context indicates otherwise:

1. Unit4Security BV: the user of these general terms and conditions: Unit4Security BV located at De Schelp 35 in Leek, registered with the Chamber of Commerce under Chamber of Commerce number 71586636;
2. client: the other party of Unit4Security BV;
3. agreement: the agreement between Unit4Security BV and the client;
4. object: the object to which the activities of Unit4Security BV relate.

Article 2.

General

2.1. These general terms and conditions apply to every agreement between Unit4Security BV and the client.

2.2. The present general terms and conditions also apply to all agreements with Unit4Security BV, for the implementation of which third parties must be involved.

2.3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing or electronically.

2.4. The applicability of any purchase or other conditions of the client is expressly rejected.

2.5. If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Unit4Security BV and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provision will be taken into account as much as possible.

Article 3. Offers and quotations

3.1. All offers and quotations are without obligation, unless stated otherwise.

3.2. The client guarantees the correctness and completeness of the requirements and specifications provided by or on behalf of him to Unit4Security BV and other data on which Unit4Security BV bases its offer.

3.3. Offers or quotations do not automatically apply to future assignments.

3.4. Obvious errors or mistakes on the website and in folders or publications of Unit4Security BV do not bind Unit4Security BV.

3.5. For the client being a consumer, the stated prices or rates are inclusive of VAT.

3.6. For the client being a company, the stated prices or rates are exclusive of VAT.

Article 4. Realization of the agreement

4.1. The agreement is concluded at the moment that the client has accepted Unit4Security BV’s offer in writing or via e-mail.

Article 5. Duration of the agreement and cancellation

5.1. If a continuing performance contract has been entered into with the client, the provisions of this article shall apply in addition to the other provisions of these general terms and conditions.

5.2. The agreement is entered into with the client, being a consumer, for a definite period of one year. After the expiry of the term, the agreement is automatically extended by 1 year each time. Both parties can terminate the agreement at any time after the first contract year. Cancellation must be made in writing and with due observance of a notice period of 1 month.

5.3. The agreement is entered into with the client being a company for a fixed period of 1 year. After the expiry of the term, the agreement is automatically extended by 1 year each time, unless one of the parties terminates the agreement in accordance with Article 5.4.

5.4. Parties can terminate the agreement that has been entered into for 1 year at the end of the term. Cancellation must be made in writing no later than 3 months before the end of the term. The termination of the term takes effect at the end of the contract year in which the cancellation is received, or, if the cancellation is not received no later than 3 months before the end of the running year, at the end of the following contract year.

Article 6. Execution of the agreement

6.1. Unit4Security BV will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Unit4Security BV will comply with government regulations and (safety) requirements that apply to the work to be performed by it. The commitment is a best efforts obligation.

6.2. Unit4Security BV has the right in the execution of the agreement, without notifying the client, to engage third parties, to purchase goods from third parties, to purchase services from third parties and to have the agreement performed in whole or in part by third parties and the associated charge costs to the client.

6.3. Unit4Security BV will keep the client informed of the performance of the assignment and provide it with all relevant information on request.

6.4. The employees of Unit4Security BV or the third parties engaged by it wear Unit4Security BV’s company clothing during the performance of the work, unless agreed otherwise in writing in advance.

6.5. Unit4Security BV will issue warnings and/or notifications to the contact persons or authorities specified by the client. Unit4Security BV is not responsible for the actions or omissions of these contact persons or authorities after the warning or report has been made.

6.6. If Unit4Security BV provides surveillance services to the client, it is possible that Unit4Security BV also carries out surveillance at other clients during the surveillance services. As a result, surveillance is not carried out constantly. Unit4Security BV can therefore not be held responsible for the fact that no action is taken or that no report is made for the benefit of the object during the period that Unit4Security BV did not invigilate the client during its surveillance round.

6.7. If Unit4Security BV discovers a criminal offense, Unit4Security BV is entitled to report it, even if the report can lead to adverse consequences for the client.

6.8. To prevent the police from being warned unnecessarily in the event of a false alarm, Unit4Security BV is entitled to first check the alarm with the client.

6.9. Unit4Security BV will observe the (house) rules relating to the object, insofar as the execution of the assignment allows this.

Article 7. Obligations of the client

7.1. The client shall ensure that all data and materials, of which Unit4Security BV indicates that they are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, are made available to Unit4Security BV in a timely manner. The client must provide Unit4Security BV with all keys and access codes in a timely manner and grant Unit4Security BV all authorizations required to properly perform the work to be performed. If this is not done in time or not in accordance with the agreements, the client is responsible for this.

7.2. If the information provided by the client is incomplete and/or incorrect, this will be entirely at the expense and risk of the client. The client is responsible for the materials provided by or on behalf of him.

7.3. The client shall ensure that the employees of its organization or third parties engaged by it who are involved in the work are available in time.

7.4. If work is carried out in or near the object by Unit4Security BV or third parties engaged by Unit4Security BV in the context of the assignment, the client will provide the facilities reasonably desired by those employees, such as, but certainly not limited to, means of communication. , plumbing and lighting.

7.5. The client must ensure that the object and all materials that it makes available to Unit4Security BV or that are present in or near the object are in such a condition that Unit4Security BV suffers no damage during the performance of the work.

7.6. The client is obliged to inform Unit4Security BV immediately about facts and circumstances that may be important in connection with the execution of the agreement. The client must also inform Unit4Security BV about situations that may endanger Unit4Security BV

. 7.7. The client must refrain from behavior that makes it impossible for Unit4Security BV to properly execute the agreement. The client must give Unit4Security BV the opportunity to execute the agreement under circumstances that meet the legal (security) requirements.

7.8. If Unit4Security BV loses keys or access codes of the object during the assignment, Unit4Security BV will inform the client of this as soon as possible. After this notification, the client is obliged to immediately arrange for replacement of the locks and/or access systems and to make the new keys or access codes available to Unit4Security BV.

7.9. The client is personally responsible for a properly functioning alarm system, for the correct use of the system and for the timely switching on and off of this system.

7.10. The client indemnifies Unit4Security BV against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the client.

Article 8. Changes and additional work

8.1. If the agreement is extended or changed at the request of the client, this may lead to additional costs. The client will be informed of the additional costs as soon as possible.

8.2. If the result intended by the client can only be achieved by Unit4Security BV performing additional work, Unit4Security BV will consult with the client about the additional work to be performed and the compensation for it.

Article 9. Fee

9.1. If no fixed fee has been agreed, the fee will be determined on the basis of the rates of Unit4Security BV. The fee is calculated according to the usual rates of Unit4Security BV, applicable for the period in which the work is performed.

9.2. Unit4Security BV is entitled to increase a fixed agreed fee if it appears during the execution of the work that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the agreement, and this cannot be attributed to Unit4Security BV, that Unit4Security BV cannot reasonably be expected to perform the agreed work against the originally agreed fee.

9.3. Unit4Security BV is entitled to change its hourly rates. In the event of an increase in the hourly rate, the client, being a consumer, is entitled to terminate the agreement if the rate is increased within 3 months after entering into the agreement. The client is not entitled to dissolution if the authority to increase the rate arises from an authority under the law.

9.4. Unit4Security BV will inform the client of the intention to increase the rate in writing or electronically. Unit4Security BV will state the size of and the date on which the increase will take effect.

9.5. The costs for alarm follow-up will also be charged to the client if there is a so-called false alarm.

Article 10. Complaints and prescription

10.1. Complaints about work performed must be made known to Unit4Security BV within a reasonable period of time after the work has been performed.

10.2. After submitting the complaint, the client must give Unit4Security BV the opportunity to investigate the merits of the complaint.

10.3. Claim rights and other powers of the client against Unit4Security BV, for whatever reason, lapse in any case after the expiry of 1 year from the moment at which a fact occurs that the client can use these rights and/or powers against Unit4Security BV, on the understanding that that for the client being a consumer a limitation period of 2 years applies.

Article 11. Cancellation

11.1. If the client cancels the order, cancellation costs will be charged to the client. These cancellation costs are:

in case of cancellation 24 hours or more before the start of the work: 20% of the agreed fee for the assignment;

in the event of cancellation less than 24 hours before the start of the work: 50% of the agreed fee for the assignment.

11.2. The above-mentioned cost scheme does not affect the possible liability of the client for the damage resulting from the cancellation.

Article 12. Invoicing and payment

12.1. Invoicing takes place in advance, unless otherwise agreed.

12.2. The client must pay the invoices received from Unit4Security BV within 14 days after the invoice date.

12.3. If the client does not pay on time, Unit4Security BV can suspend the execution of the work until the full outstanding invoice amount has been paid. Unit4Security BV is not liable for any damage suffered by the client as a result of this suspension. The client will be notified of such suspension in writing or by e-mail.

12.4. If the client fails to pay within the set payment term, the direct debit cannot be executed or is reversed, then the client, after being demanded at least once by Unit4Security BV to pay within a reasonable period, is legally in default. In that case, the client owes the statutory interest from the date on which the sum due has become due and payable until the time of payment. In addition, all costs of collection, after the client is in default, both judicial and extrajudicial, will be borne by the client, insofar as the law allows.

12.5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of Unit4Security BV against the client are immediately due and payable.

Article 13. Suspension and dissolution

13.1. Unit4Security BV is authorized to suspend work / dissolve the agreement if the client does not fulfill the obligations under the agreement and the client has not responded to a sent notice of default.

13.2. Furthermore, Unit4Security BV is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.

13.3. Unit4Security BV is authorized to suspend the fulfillment of the obligations arising from the agreement if, after the conclusion of the agreement, Unit4Security BV becomes aware of circumstances that give good grounds to fear that the client will not fulfill its obligations.

13.4. Unit4Security BV is authorized to dissolve the agreement if the client requests suspension of payment or if this is granted to the client, if the client is declared bankrupt or a request is submitted to that effect, if the client is unable to pay its debts, terminates or liquidates its business, is placed under guardianship, or if an administrator or receiver is appointed.

Article 14. Liability

14.1. Unit4Security BV cannot be obliged to compensate any damage that is a direct or indirect result of:

an event that is actually beyond its control and can therefore not be attributed to its actions and/or failure to do so, as described in article 15; any act or omission of the client, his subordinates, or other persons who have been put to work by or on behalf of the client.

14.2. Unit4Security BV can never be held liable for the consequences of malfunctions or defects in the alarm system of the client and/or the connection, for whatever reason. Unit4Security BV is also not liable for the non-functioning or improper functioning of the control room engaged by the client.

14.3. If the client fails to properly comply with its obligations towards Unit4Security BV, then the client is liable for all direct or indirect damage suffered by Unit4Security BV as a result.

14.4. Unit4Security BV is not liable for damage of any nature whatsoever, because Unit4Security BV relied on incorrect and/or incomplete information provided by the client.

14.5. The client is obliged to compensate all damage that Unit4Security BV suffers or that employees deployed by Unit4Security BV suffer as a result of circumstances of which the client was aware or could reasonably have been aware of which it did not inform Unit4Security BV.

14.6. Unit4Security BV does not accept any liability if, against the advice of Unit4Security BV, the client demands that certain activities must nevertheless take place.

14.7. Unit4Security BV cannot be held liable for damage that is inherent to or unavoidable in the correct execution of the agreement by Unit4Security BV.

14.8. Unit4Security BV is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.

14.9. If Unit4Security BV should be liable for any damage, then the liability of Unit4Security BV is limited to the invoice amount, or at least to that part of the agreement to which the liability relates. Unit4security’s liability is at all times limited to the amount paid out by Unit4Security BV’s insurer.

14.10. The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Unit4Security BV or its subordinates.

Article 15. Force majeure

15.1. Events that are in fact beyond the control of Unit4Security BV, or that cannot be attributed to its actions, are in any case considered: unworkable weather as a result of any weather conditions; impediments by third parties, including those of governments; obstacles in transport; total or partial strikes, riots, wars or threats of war; fires, malfunctions and accidents in the Unit4Security BV company; the burning of Unit4Security BV’s means of transport, the occurrence of malfunctions therein, becoming involved in accidents thereof; the imposition of levies, or the taking of other measures by the government, bringing about changes in actual circumstances.

15.2. In case of force majeure, Unit4Security BV cannot be obliged to compensate any damage as a direct or indirect consequence thereof and it will also be released from its obligation to perform the agreed activities. It will depend on the circumstances of the case whether that will be and will remain the case in whole or in part, or whether there will only be a suspension of performance. In the event of an opportunity to carry out as yet and/or modified, both Unit4Security BV and the client, possibly with adjustment of the amounts to be paid by the client, will be obliged to use it.

15.3. Insofar as Unit4Security BV has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them and the part fulfilled or to be fulfilled has independent value, Unit4Security BV is entitled to part to be declared separately.

Article 16. Intellectual property rights

16.1. The intellectual property rights to documents provided by Unit4Security BV, such as reports, advice, designs, sketches, descriptions, drawings, software, etc., remain vested in Unit4Security BV. The relevant documents are exclusively intended to be used by the client and may not be used without prior written permission. of Unit4Security BV are reproduced, made public or brought to the attention of third parties.

Article 17. Confidentiality

17.1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.

Article 18. Final provisions

18.1. The version of the general terms and conditions that applied at the time of the conclusion of the agreement always applies, unless the client has accepted the validity of a revised version of the general terms and conditions after the conclusion of the agreement.

18.2. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

18.3. Dutch law applies to every agreement between Unit4Security BV and the client.

18.4. All disputes regarding agreements between the client and Unit4Security BV will be submitted to the competent court in the district where Unit4Security BV is located. If Unit4Security BV invokes this article, the client, being a consumer, has the option to choose the competent court according to the law within 1 month.