Terms and Conditions

Terms and Conditions Frocq Terms and Conditions Frocq Article 1 / Definitions In these General Terms and Conditions and the Agreements, the following terms have the following meaning in both singular and plural: General terms and conditions: these general terms and conditions, regardless of the form in which they are made known; Frocq : Frocq […]

Terms and Conditions

May 16, 20222022-09-05 7:24

Terms and Conditions Frocq

Terms and Conditions Frocq

In these General Terms and Conditions and the Agreements, the following terms have the following meaning in both singular and plural:

  • General terms and conditions: these general terms and conditions, regardless of the form in which they are made known;
  • Frocq : Frocq Jumps BV, with offices at Barbara Strozzilaan 201, 1083 HN Amsterdam;
  • Third parties : parties other than Frocq and Clients of Frocq ;
  • Customer : the Party with whom Frocq has concluded an Agreement;
  • Service : the work that Frocq performs for the Client, and/or services that Frocq provides, as well as all other (legal) acts as described in the Agreement;
  • Errors : the imputable failure of the functional specifications supplied by Frocq compared to the functional specifications expressly agreed in writing between the Parties, whether or not on the Frocq platform. Errors can only be regarded as such if the Client can demonstrate them;
  • Repair work : the Service for carrying out repair work after the occurrence of Errors;
  • Intellectual Property Rights: all intellectual property rights and related rights, such as trade name rights, trademark rights, design rights, copyrights, database rights, neighboring rights and patent rights, as well as domain names and rights to know-how created by Frocq in the context of providing the Services;
  • Additional work: the work performed or to be performed by Frocq or other services that fall outside the content and/or scope of the agreed work and/or services;
  • Parties : Client and Frocq ;
  • Maintenance : the Service that Frocq can provide to the Customer on the basis of a separate Agreement, partly consisting of upgrading the Service purchased and/or updates of the Software used;
  • Agreement : the written Agreement that Frocq has concluded with a Customer;
  • Term : the term agreed by Frocq and the Client within which the order will be completed.
  • Written : Written notices can be made by letter or e-mail.
  • Software: the software of Frocq, including (web) applications, the associated documentation, external functionalities, interfaces, layout and other software-related products/services, as further described in the Agreement, if applicable.
  • The General Terms and Conditions apply to the Agreement, the provision of Software, the provision of Services and all other (legal) acts performed by Frocq to or for the benefit of the Customer, regardless of whether these are performed verbally, in writing, electronically or in any other form. have been made or established. Furthermore, these General Terms and Conditions apply to all subsequent Agreements between the Customer and Frocq.
  • Deviations from and additions to the General Terms and Conditions and/or the Agreement are only valid if agreed in writing between the Parties.
  • In view of the specific nature of the provisions of the Agreement, the Agreement may deviate from the provisions of these General Terms and Conditions. The provisions in the Agreement prevail over the provisions in the General Terms and Conditions.
  • If a provision of the General Terms and Conditions is null and void or destroyed, this does not affect the applicability of the other provisions of the General Terms and Conditions. Under these circumstances, Frocq will adopt new provisions, taking into account as much as possible the purpose and intent of the void/annulled provision.
  • Once these General Terms and Conditions have applied to a legal relationship between Frocq and the Customer, the Customer is deemed to have agreed in advance to the applicability of the General Terms and Conditions to Agreements concluded and to be concluded afterwards.
  • The data relating to the Customer, such as Agreements and agreements held by Frocq, are leading, unless the Customer proves otherwise.
  • Frocq expressly excludes the applicability of any general (purchase) conditions of the Client.
  • Frocq is entitled to change the Terms and Conditions and will apply the new terms thirty (30) days after notification. The change will in any case be immediately communicated to the Customer in writing. If Frocq changes the General Terms and Conditions and the Customer, in the Customer’s reasonable opinion, is put at a disadvantage as a result, the express consent of the Customer is required. The Customer also has the right to cancel the Agreement from the moment the changes come into effect. Furthermore, the Customer has the option to refuse changes to the General Terms and Conditions, so that these changes will not apply to the Customer.
  • Customer grants Frocq permission in advance to transfer the Agreement and legal relationship of Customer with Frocq to a company affiliated with Frocq (for example a parent/subsidiary). If the Agreement and legal relationship must be transferred to a third party (not being a company affiliated with Frocq), Frocq will request permission from the Customer for this. The Customer will cooperate with this, unless the Customer has compelling reasons to refuse his consent.
  • An Agreement is concluded by payment from the Customer to Frocq.
  • All Agreement(s) concluded by the Customer are binding and cannot be revoked by the Customer.
  • Each party shall comply with all relevant local, national or supranational laws, treaties, rules, ordinances, decrees and all applicable permits applicable in the jurisdiction in which it operates.
  • For the duration and on the basis of the Agreement, Frocq offers the Customer services related to the performance of the Service as agreed in the Agreement.
  • Frocq will provide and/or perform the Service with all reasonable skill and care in accordance with the industry standard within the agreed Term and in accordance with the agreed specifications. However, all terms mentioned serve only as a guideline and are therefore never final, unless expressly agreed otherwise in writing. If it appears that a specified Term is not met, Frocq will, insofar as reasonably possible before the expiry of the Term, consult with the Customer about this and provide a new statement of the revised delivery term.
  • Frocq will make every effort to provide and/or perform the Service in accordance with the agreed specifications.
  • Customer accepts that if Software is delivered, it contains only the functionality and other features as found by Customer at the time of use (“as is”), therefore with all visible and invisible Errors and defects. Frocq is not liable for damage in any form whatsoever as a result of Errors and/or defects in the Services provided. Frocq will make every effort to rectify the Errors and Defects (to the extent attributable to Frocq) within a reasonable period of time.
  • In the event of Errors in the Service and/or performance provided, Frocq will endeavor to resolve them in accordance with the General Terms and Conditions. If Errors are caused by the fault of the Customer, Frocq has the right to charge additional costs with regard to the Repair Work to be performed by Frocq.
  • Frocq is entitled to (temporarily) put the Service out of use, for example for maintenance or adjustment of the Service, without the Customer having any right to termination, cancellation or compensation vis-à-vis Frocq. In such a situation, Frocq will inform the Customer in advance, as far as reasonably possible.
  • Frocq is entitled to improve the Service at its own discretion and to adapt it at all times to the state of the art and developments in the market, and to (temporarily) put the Service out of use if necessary, without the Customer being entitled to any compensation. , cancellation or dissolution. If this adjustment causes inconvenience to the Customer, Frocq will inform the Customer in advance, with due observance of the widest possible notice period to the extent practicable. It is only permitted to carry out the improvement if it is not detrimental to the Customer.
  • Frocq will make every effort to inform the Customer about the nature and expected duration of the interruption in case of unavailability of the Service, as a result of malfunctions, Maintenance or other causes.
  • If, in the opinion of Frocq, the execution of the Agreement entails extra work that is attributable to the Customer (for example because the Customer provides incomplete/incorrect information), Frocq is entitled to all extra time and costs, including those of Third Parties, to to charge the Customer. Frocq will inform the Customer in advance about these additional activities.
  • The purchase of new software, licenses, equipment, etc. as well as repairs from Third Parties necessary for the execution of the Service are not subject to Frocq’s standard rates and will be charged to the Customer. Frocq will request prior permission from the Customer for this.
  • Frocq assesses to what extent a requested performance falls within the scope of the concluded Agreement. If Frocq decides that there is additional work, it will motivate this decision in writing upon request.
  • If Frocq carries out Additional Work at the request or with the prior consent of the Customer, the Customer will reimburse Frocq for this Additional Work in accordance with Frocq’s usual rates. Frocq will only proceed to perform Additional Work after the Client has given permission for this.
  • Frocq is not obliged to comply with a request from the Client for the performance of Additional Work and may require that a separate, written agreement be concluded for the performance of Additional Work.
  • The Customer accepts that the agreed and/or expected time of delivery of the Service, and any pre-agreed price, can be influenced and/or changed by Additional Work.
  • The fact that (the demand for) Additional Work arises during the execution of the Agreement is no ground for the Client to terminate or dissolve the Agreement and does not entitle the Client to compensation.
  • The (delivery) periods stated by Frocq have been determined to the best of its knowledge on the basis of the information known to Frocq when the Agreement was entered into and they will be observed as much as possible. The terms stated by Frocq and/or agreed between the Parties are only indicative and are never fatal. The mere exceeding of such deadlines by Frocq does not result in Frocq being in default. Frocq will only be in default if the Customer has given Frocq written notice of default, whereby the Customer has given Frocq a reasonable term to remedy the shortcoming and Frocq has not remedied the shortcoming within that reasonable period. This notice of default must contain as complete a description as possible of the shortcoming, so that Frocq is able to respond adequately.
  • Additional work or a change in the implementation of the Agreement does not apply if the Parties have agreed additional work or a change in the implementation of the Agreement.
  • If the Service (also) extends to the provision of services with regard to the storage and/or transfer of material supplied by the Client to Third Parties, such as in the case of web hosting or e-mail services, the provisions of this article also apply.
  • Customer will not publish or offer information via (the servers of) Frocq that is in violation of Dutch law. This includes in particular, but not limited to, information provided without the permission of the copyright owner(s), information that is defamatory, threatening, abusive, racist, hateful or discriminatory, information containing child pornography and information that violates the privacy of Third Parties or a form of stalking, as well as hyperlinks, torrents or other references to such information on Third Party websites anywhere in the world (even if the information is legal in the relevant jurisdiction).
  • Third parties may submit complaints to Frocq if they are of the opinion that an act has taken place in violation of article 7.2. If a complaint is justified in the opinion of Frocq, Frocq is entitled to remove the material or make it inaccessible. In that case, Frocq is also entitled to provide the Customer’s personal data to a reporter or to the competent authorities. Frocq will inform the Customer if a situation as referred to here occurs. Before taking the measure referred to in this provision, Frocq will give the Customer the opportunity to respond to the opinion that there has been a violation of Article 7.2.
  • In the event of (possible) criminal information, Frocq is entitled to report this. Frocq may hereby hand over all relevant information about the Customer to the competent authorities and take any other action that these authorities request Frocq to perform in the context of the investigation.
  • In the event of a justified complaint about the information offered/stored by the Client, Frocq is entitled to dissolve and/or terminate the Agreement.
  • The Customer shall refrain from hindering other Customers or internet users, or from causing damage to the servers. The Customer is forbidden to start up processes or programs, whether or not via the server, of which the Customer knows or can reasonably suspect that this will annoy or damage Frocq , other Customers or Internet users. Frocq will inform the Customer about possible measures.
  • The Customer will comply with the generally accepted rules of conduct on the internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and any later versions thereof.
  • The Customer is prohibited from transferring or making available to Third Parties the username or usernames and password or passwords provided by Frocq without the permission of Frocq.
  • Frocq can set a maximum on the amount of storage space or data traffic per month that the Customer may use in the context of the Service. This maximum will be laid down in the Agreement. If this maximum is exceeded, Frocq is entitled to charge an additional amount, in accordance with the amounts for additional data traffic used by Frocq. No liability exists for the consequences of inability to send, receive, store or change data if an agreed limit for storage space or data traffic is reached.
  • Customer hereby grants Frocq permission to distribute, store, pass on or copy all materials distributed by Customer via Frocq’s systems in any manner deemed desirable by Frocq, but only to the extent reasonably necessary for the fulfillment of the Agreement by Frocq. Frocq .
  • In addition to the provisions of the law in this regard, damage caused by the Customer’s injudicious use of Software/Services, or the Customer’s failure to act in accordance with the above points, will be at the Customer’s expense and risk.
  • If the Service (also) serves the purpose of Frocq to mediate for the Customer in obtaining a domain name and/or IP address, the provisions of this article also apply.
  • Application, allocation and possible use of a domain name and/or IP address depend on and are subject to the applicable rules and procedures of the relevant domain name suppliers, including the Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on the allocation of a domain name and/or IP address. Frocq only plays a mediating role in the application and does not guarantee that an application will be granted.
  • The Customer can only take cognizance of the fact of registration from the written confirmation from Frocq stating that the requested domain name has been registered. An invoice for registration fees is not confirmation of registration.
  • Customer indemnifies and holds Frocq harmless for all damage related to (the use of) a domain name on behalf of or by Customer.
  • Frocq is not liable for the loss by the Customer of his right(s) to a domain name or for the fact that the domain name is requested and/or obtained by a third party in the meantime. All this except in the event of liability on the part of Frocq on the basis of intent or gross negligence on the part of Frocq.
  • If Frocq registers a domain name in its name on behalf of the Customer, Frocq will cooperate with requests from the Customer to move, transfer or cancel this domain name.
  • The Client must comply with all registration conditions, provisions and (dispute) arrangements that domain name suppliers make for the application, allocation or use of a domain name and/or IP address.
  • Frocq has the right to make the domain name and/or the IP address inaccessible or unusable, or to place it in its own name (or have it placed) if the Customer is demonstrably in default with regard to the fulfillment of the Agreement, but only for the duration that the Customer is in default and only after a reasonable period of time for compliance has been stated in a written notice of default.
  • In the event of dissolution of the Agreement due to non-performance by the Customer, Frocq is entitled to cancel the domain name and/or the IP address.
  • The Client acknowledges that the success of the work within the framework of the Agreement as well as the Services provided as included in the Agreement depend on correct and timely mutual cooperation.
  • In order to enable a proper execution of the agreement, the Client will always provide all data and/or information deemed useful, necessary and desirable by Frocq in a timely manner and provide full cooperation.
  • The Client guarantees that the information referred to in 9.2 is correct and complete.
  • The Client guarantees that its use of the Services is in accordance with the agreed purposes, does not conflict with the laws and regulations applicable in the Netherlands, does not infringe (intellectual property) rights of Third Parties or is not otherwise unlawful.
  • The Customer shall refrain from any act, in the broadest sense of the word, that could damage Frocq’s reputation, including the reputation of its Services.
  • Customer guarantees that no rights of Third Parties preclude the provision or use of data provided by Customer, including hardware, software and data carriers, and indemnifies Frocq against any action based on any infringement of Third Party Rights.
  • If the Customer does not provide Frocq with the data and/or information deemed necessary for the execution of the Agreement, or does not provide it in time or in accordance with Frocq’s wishes, Frocq has the right to suspend the execution of the Agreement in whole or in part, whereby Frocq is also entitled to charge the resulting costs in accordance with Frocq’s usual rates, without prejudice to Frocq’s right to exercise any other statutory and/or agreed right.
  • If the Client receives a username and password from Frocq as part of the service, the Client must use and store these carefully. In case of suspected misuse or theft of the username and password, the Customer must immediately inform Frocq so that Frocq can terminate access to the Service or take other appropriate measures. The Customer is liable for any use of the Service via the Customer’s username and password. Frocq is expressly not liable for damage and/or losses, etc. that are the result of misuse or theft of username and password.
  • The Customer owes Frocq the fees as agreed in the Agreement.
  • All fees payable to Frocq shall, unless expressly stated otherwise, be stated in Euros, exclusive of VAT and other charges.
  • The fees may consist of one-off, annual or otherwise periodic amounts and amounts that depend on the use of the Service(s) provided by Frocq.
  • Frocq is at all times entitled to demand an advance on the compensation.
  • If the Agreement includes the construction of a (web) application, the Client will immediately owe 50% of the agreed principal sum, unless otherwise agreed in writing.
  • Frocq is entitled to change the fee in the event of Services that are purchased periodically. Frocq will announce its price change within two (2) months before implementing the price change. If the Customer does not agree with this price increase, the Customer is entitled to cancel the agreement in writing within fourteen (14) days after the announcement of the price change. The Service will then be terminated as of the date on which the new rates will apply.
  • All estimates and/or budgets issued by Frocq are only indicative, unless Frocq has expressly stated otherwise. A budget made known to Frocq by the Client will never be regarded as a (fixed) price agreed between the Parties for the performance to be performed by Frocq. Frocq will inform the Client in the event of an imminent exceeding of the pre-calculations and/or the budget, provided this has been expressly agreed in writing between the Parties.
  • Frocq will always charge the amounts owed by the Customer by means of an invoice. For the determination of the amount of the invoice, the data from the (time) registration of Frocq are leading.
  • All invoices will be paid by the Customer in accordance with the payment conditions stated in the Agreement and/or on the invoice. In the absence of specific payment conditions, the Customer shall pay within thirty (30) days of the date of receipt.
  • Any appeal by the Customer to suspension, settlement or withholding of payment is not permitted. In the event of suspension, Frocq must first be given written notice of default. This notice of default must contain as complete a description as possible of the shortcoming, as well as a reasonable term to remedy the shortcoming. In case of settlement or withholding of payment, Written permission from Frocq is required.
  • If the Client has not paid the invoice within the payment term, the Client is in default without further notice of default. From the date of default, the Client owes a compound interest of 1.5% per month on the outstanding amount (unless the statutory commercial interest on a monthly basis is higher than 1.5%, in which case the statutory commercial interest is due), until the date of full settlement. For the calculation of the interest, part of a month is considered a full month.
  • If the Customer remains in default after a reminder or notice of default, Frocq will increase the claim with the extrajudicial collection costs of 15% of the principal sum, with a minimum of €250.
  • If a Customer purchases a Service and continues to fail to pay the claim after a reminder or notice of default, Frocq is entitled to suspend the agreement.
  • All Intellectual Property Rights belong to the Customer by operation of law, to the fullest extent permitted by law. Insofar as they do not automatically reach the Customer, Frocq will keep them in custody for the Customer. The Customer only acquires the Intellectual Property Rights granted to it by the Agreement.
  • Unless otherwise agreed in writing, Frocq’s obligation to make the Software available and the Customer’s (user) right extends exclusively to the Software as such.
  • Unless otherwise agreed in writing, the right to use the Software and/or the Service is reserved to the Customer. Frocq grants the Customer a limited right of use, which is not transferable without the express permission of Frocq. This right of use may not be given to Third Parties for use by the Customer.
  • It is expressly forbidden to download, upload, copy, disclose or in any other way make available or use (parts of) the Software, information and files, data, programs and/or Materials for any purpose other than that mentioned in the Agreement, unless Frocq has given permission to the rightful claimant, or if mandatory rules dictate otherwise.
  • Customer guarantees that the rights of Third Parties do not oppose the provision of software for websites (such as images, text, music, domain names, logos), data files or materials as well as design materials for the purpose of use, adaptation, installation or incorporation into the Software. Customer indemnifies Frocq against any claim by a third party based on the claim that the provision, use, processing, installation or incorporation of such material infringes any right of that third party, including Intellectual Property Rights.
  • The total liability of Frocq due to an attributable shortcoming in the fulfillment of the Agreement or for any other reason, expressly including any shortcoming in the fulfillment of a guarantee obligation agreed with the Client, is at all times limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that Agreement (excl. VAT). If the Agreement is mainly a continuing performance contract with a term of more than one year, the price stipulated for that agreement is set at the total of the fees (excl. VAT) stipulated for one year. In no event shall Frocq’s total liability for direct damage, on whatever legal basis, exceed €500,000 (five hundred thousand Euros).
  • Frocq’s liability for damage resulting from death, physical injury or material damage to property will never exceed a total of €1,250,000 (one million two hundred and fifty thousand euros).
  • Frocq’s liability for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims by Customers of Frocq, damage related to the use of goods, materials or software prescribed by Customer to Frocq from Third Parties and damage related to the engagement of suppliers prescribed by the Customer to Frocq, is excluded. Also excluded is Frocq’s liability for mutilation, destruction or loss of data or documents.
  • The exclusions and limitations of liability of Frocq, as described in the previous paragraphs of this article, do not affect the other exclusions and limitations of liability of Frocq under this General Module and the other agreed modules of the General Terms and Conditions.
  • The exclusions and limitations referred to in Articles 12.1 to 12.4 will lapse if and insofar as the damage is the result of intent or willful recklessness on the part of Frocq.
  • Unless fulfillment by Frocq is permanently impossible, Frocq’s liability due to an attributable failure to perform an Agreement only arises if the Customer gives Frocq notice of default in writing without delay, whereby a reasonable term is set to remedy the failure, and Frocq also after that term. imputably continues to fail to fulfill its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Frocq is given the opportunity to respond adequately.
  • A condition for the existence of any right to compensation is always that the Customer reports the damage in writing to Frocq as soon as possible after it has arisen. Any claim for compensation against Frocq lapses by the mere lapse of twelve months after the claim arose.
  • The parties acknowledge that active and constructive participation in an ICT-Mediation is a reasonable and appropriate measure to prevent or limit imminent damage if this imminent damage is related to the failure to fulfill any contractual obligation by Frocq, on time or properly. For this reason, the Client undertakes, at the first written request of Frocq, to immediately participate actively, constructively and unconditionally in an ICT-Mediation in accordance with the ICT-Mediation Regulations of the Automatisering Disputes Resolution Foundation, with its registered office in The Hague (see www.sgoa. org and www.sgoa.eu).
  • The Customer indemnifies Frocq against all claims by Third Parties due to product liability as a result of a defect in a product or system supplied by the Customer to a third party and which also consisted of equipment, software or other materials supplied by Frocq, except if and insofar as the Customer proves that the damage was caused by that equipment, software or other materials.
  • The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply to the benefit of all (legal) persons that Frocq uses in the execution of the agreement.
  • Frocq will not process personal data other than necessary for the provision of the Service, including but not limited to optimizing the Service.
  • The parties undertake to keep confidential all information received from the other party that is known or should be known to be confidential, unless there is a legal obligation to disclose such information.
  • The party receiving confidential information will only use it for the purpose for which it was provided.
  • Information is in any case confidential if Frocq has indicated this as such.
  • Customer is aware that the Software and other materials made available may contain preliminary materials, confidential information and trade secrets of Frocq.
  • Frocq will not share personal data from Customer with third parties, unless Frocq has received permission from Customer or is required to do so by law.
  • Responsibility for the personal data processed using the Software and/or the Service rests solely with the Customer. The Customer guarantees that the content, use and/or processing of the personal data is not unlawful and does not infringe any rights of Third Parties. The Customer indemnifies Frocq against any legal claim from Third Parties for whatever reason in connection with this personal data.
  • Frocq is entitled to suspend the execution of the Agreement in whole or in part if the Customer, despite proper notice of default, continues to fail to fulfill its obligations. Suspension by Frocq is not possible if the Customer disputes an invoice on good grounds and therefore fails to pay it (on time).
  • Suspension never releases the Customer from any payment obligation with regard to Services already provided by Frocq.
  • As soon as the Customer still fulfills the Agreement and/or provides sufficient security for the fulfillment of its obligations, Frocq will cancel the suspension.
  • Frocq is not obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure. Force majeure shall include, but not be limited to: – Force majeure of suppliers of Frocq . – Failure by Customer to properly comply with obligations of suppliers prescribed by Frocq. – Defectiveness of items, equipment, software or materials of Third Parties the use of which has been prescribed to Frocq by Customer. – Government measures. – Electricity failures and other failures related to the infrastructure used by Frocq for the provision of its Services. – Disruption of Internet, computer network or telecommunications facilities. – Network attacks, including DoS or DDoS attacks. – War. – Strike. – General transportation problems.
  • If the force majeure situation lasts longer than ninety (90) days, each of the Parties has the right to dissolve the Agreement In Writing.
  • Unless expressly agreed otherwise, all Agreements have an initial term of one (1) year. Thereafter, the Agreement is tacitly renewed for a period of one (1) year, unless the Agreement is terminated in writing no later than two (2) months before the start of the next term.
  • The term is calculated from the date of conclusion of the Agreement, unless otherwise agreed in writing.
  • Without prejudice to all other rights, the Parties shall be entitled to dissolve the Agreement in whole or in part with immediate effect, without judicial intervention and without notice of default, if the other Party:| – has been granted suspension of payments; – has been declared bankrupt. If an agreement is dissolved on these grounds, Frocq is not obliged to dissolve the agreement.
  • Without prejudice to its other rights, Frocq is entitled to dissolve the Agreement with immediate effect if the Customer does not comply with its obligations under Articles 9 and 10.
  • Termination of the Agreement never releases the Client from any payment obligation with regard to Services already provided by Frocq. Amounts that Frocq has invoiced before the dissolution in connection with what it has already performed or delivered in execution of the Agreement, become immediately due and payable at the time of the dissolution. If Frocq suffers demonstrable damage as a result of the termination, the Customer must compensate Frocq for this damage.
  • The provisions which by their nature are intended to survive termination of the Agreement shall survive such termination in full force and effect.
  • Subject to the written permission of Frocq, the Client shall refrain from employing or otherwise, directly or indirectly, having an employee of Frocq or any other person involved in the performance of the the Agreement, nor will the Client attempt to do so. This stipulation lapses in the event of bankruptcy or suspension of payment of Frocq .
  • In the event of a violation of this article, the Customer will forfeit to Frocq an immediately due and payable fine of fifty thousand euros (€ 50,000) per violation that does not qualify for any (judicial) mitigation or settlement. This provision does not affect Frocq’s right to exercise any other statutory and/or agreed right, including but not limited to the right to claim (additional) compensation, whether or not in combination with the aforementioned fine.
  • Subject to the written consent of the Client, Frocq will not employ or otherwise employ, directly or indirectly, any employee of the Client or any other person who has been involved in the performance of the Agreement, nor will Frocq attempt to do so. This clause lapses in the event of bankruptcy or suspension of payment of the Customer.
  • The Agreement, the General Terms and Conditions, the use of the Software and the provision of Services are governed by Dutch law. The application of the Vienna Sales Convention (CISG) is expressly excluded.
  • All disputes that may arise between Frocq and the Customer will be submitted to the competent court in Amsterdam.

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