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GENERAL TERMS AND CONDITIONS

Definitions

  1. Blindigo Solutions: Babychan Holding B.V, established in Heiloo, Chamber of Commerce no. 65519078.
  2. Customer: the person with whom Blindigo Solutions has entered into an agreement.
  3. Parties: Blindigo Solutions and customer together.
  4. Consumer: a customer who is an individual acting for private purposes.

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 Blindigo Solutions.
  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.

Offers and quotations

  1. Offers and quotations from Blindigo Solutions are without engagement, unless expressly stated otherwise.
  2. An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another acceptance period is stated in the offer or quotation.
  3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Acceptance

  1. Upon acceptance of a quotation or offer without engagement, Blindigo Solutions reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
  2. Verbal acceptance of the customer only commits Blindigo Solutions after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices used by Blindigo Solutions are in United States Dollars or Euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
  2. Blindigo Solutions is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
  3. Parties may agree on a no-cure no-pay base payment. Conditions of payment and fees will be agreed upon on in the underlying contract.

Consequences of late payment

  1. If the customer does not pay within the agreed term, Blindigo Solutions is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
  2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Blindigo Solutions.
  3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
  4. If the customer does not pay on time, Blindigo Solutions may suspend its obligations until the customer has met his payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Blindigo Solutions on the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the performance of the agreement by Blindigo Solutions, he is still obliged to pay the agreed price to Blindigo Solutions.

Suspension of obligations by the customer

The customer has the right to terminate the obligations within 2 business days from making the advance  payment. The customer waives the right to suspend the fulfillment of any obligation arising from this agreement, after 2 business days of making the advance payment.

Settlement 

The customer waives his right to settle any debt to Blindigo Solutions with any claim on Blindigo Solutions.

Guarantee

We provide a 100% Satisfaction guarantee : When parties have entered into an agreement with services included, these services and the said guarantee only contains best-effort obligations for Blindigo Solutions, not obligations of results. Therefore, this explicitly excludes the option of refunds or returns to the customer. 

Neverthless, in the event of dissatisfaction from the customer, Blindigo Solutions is committed to working with the customer on a (partly) non-remunerative or reduced remunerative basis to meet acceptable new requirements from the customer

Performance of the agreement

  1. Blindigo Solutions executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. Blindigo Solutions has the right to have the agreed services (partially or wholly) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the agreed amount by the customer.
  4. It is the responsibility of the customer that Blindigo Solutions can start the implementation of the agreement on time, by providing appropriate and concise information as per Blindigo Solutions’ requests.
  5. If the customer has not ensured that Blindigo Solutions can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
  6. If the customer requirements materially change over the course of the project v/s the start of the project, the 100% Satisfaction guarantee will not apply.

Duty to inform by the customer

  1. The customer shall make available to Blindigo Solutions all information, data and documents relevant to the correct execution of the agreement to 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, Blindigo Solutions will return the relevant documents.
  4. If the customer does not timely and properly provides the information, data or documents reasonably required by Blindigo Solutions and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Duration of the agreement

  1. Business Support & Communication Support Services : The agreement between Blindigo Solutions and the customer is entered into for the duration of 1 business week at a time OR a multiple of 1 business, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
  2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end of the fixed term.
  3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Blindigo Solutions a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Confidentiality

  1. The client keeps any information he receives (in whatever form) from Blindigo Solutions confidential.
  2. The same applies to all other information concerning Blindigo Solutions 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 Blindigo Solutions.
  3. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
  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 forfeits on behalf of Blindigo Solutions an immediately due and payable fine of € 5.000 1.000 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 Blindigo Solutions including its right to claim compensation in addition to the fine.​

Indemnity

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

Complaints

  1. The customer must examine the service provided by Blindigo Solutions as soon as possible for possible shortcomings.
  2. If a delivered service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Blindigo Solutions of this as soon as possible, but in any case within 2 business days after the discovery of the shortcomings.
  3. The customer gives a detailed description as possible of the shortcomings, so that Blindigo Solutions is able to respond adequately.
  4. The customer must demonstrate that the complaint relates to an agreement between the parties.
  5. If a complaint relates to ongoing work, this can in any case not lead to Blindigo Solutions being forced to perform other work than has been agreed.

Giving notice

  1. The customer must provide any notice of default to Blindigo Solutions in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches Blindigo Solutions (in time).

Joint and several Client liabilities

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

Liability of Blindigo Solutions

  1. Blindigo Solutions is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
  2. If Blindigo Solutions 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. Blindigo Solutions is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
  4. If Blindigo Solutions is liable, its 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 can not 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 Blindigo Solutions 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 Blindigo Solutions 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 Blindigo Solutions is not permanent or temporarily impossible, dissolution can only take place after Blindigo Solutions is in default.
  3. Blindigo Solutions 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 Blindigo Solutions good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force majeure

  1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Blindigo Solutions in the fulfillment of any obligation to the customer cannot be attributed to Blindigo Solutions in any situation independent of the will of Blindigo Solutions, 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 Blindigo Solutions .
  2. The force majeure 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 force majeure 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 force majeure arises as a result of which Blindigo Solutions cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Blindigo Solutions can comply with it.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. Blindigo Solutions does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure 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. Blindigo Solutions 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 Blindigo Solutions with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

  1. The customer can not transfer its rights deferring from an agreement with Blindigo Solutions to third parties without the prior written consent of Blindigo Solutions .
  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 null or annullable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Blindigo Solutions 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 Blindigo Solutions is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 19 september 2019.