These Terms and Conditions and the Acceptable use policy are inextricably bound together and are applicable to all assignments and supplementary assignments entrusted to OFC Group.
Terms and Conditions OFC Group BV
In these terms and conditions, which replace any previous version, the following definitions shall apply: Client: the natural person or legal entity who has commissioned a contractor to carry out an assignment.
Contractor: OFC Group BV subsequently called OFC.
Virtual services: The services, carried out under the trade name Topic Hosting, have separate terms and conditions
1.1. These Terms and Conditions are fully applicable to all assignments commissioned to OFC, unless otherwise expressly agreed by the parties in writing.
The amended Terms and conditions will be effective immediately if the client does not object to the amended terms and conditions within 14 days of receipt or after this has been communicated to them.
1.2. The applicability of any other terms and conditions is expressly excluded.
2.1. Assignments are exclusively accepted by OFC. This also applies when the person who commissions the assignments expressly or implicitly plans to have the assignment carried out by a specific person. The applicability of articles 7:404 BW, 7:407 BW and 7:409 BW of the Dutch Civil Code
is hereby explicitly excluded.
2.2. The client shall indemnify OFC and its collaborators against claims from third parties who claim that they have suffered damages as a result of or in connection with the work carried out by OFC on behalf of the client, including the costs incurred by OFC to defend against similar claims.
2.3 The accepted order is an obligation to use one's best efforts.
3. Fee and disbursements
3.1. The cost of the assignment carried out by OFC include the actual fee, the so-called disbursements, which include travel expenses and arrangement exclusive of VAT.
3.2. Unless otherwise expressly agreed by the parties or except where precluded by the nature of the assignment, the fees will be calculated by reference to the time spent on the assignment and the relevant hourly rate. No credit aggregation will be applied to standing orders or projects. More hours will be charged.
3.3. The hourly rate is calculated based on the basic hourly rate, which is regularly reviewed by OFC; this basic hourly rate will be multiplied by a factor, which depends on the expertise or specialist knowledge of the person who carries out the assignment, the importance and the speed at which the assignment need to be carried out.
3.4. Unless otherwise expressly agreed, OFC is entitled to review the above-mentioned basic hourly rates in article 3.3, even during the course of an assignment, in case the assignment involves more than what previously agreed.
3.5. Disbursements are costs actually incurred by OFC on behalf of the client while carrying out the assignment. An additional surcharge of 10% will be added to cover disbursement which arise if a specific assignment is carried out on the premises of OFC.
4.1. Except where the nature of the service requires otherwise and unless there is an agreement to the contrary, invoices are sent weekly at the discretion of OFC.
4.2. Payment of invoices to OFC, shall take place within 15 days of the invoice date, without suspension or set off, unless otherwise agreed or specified in writing. If the term of payment is exceeded, the client shall be deemed in default and shall owe a default interest equal to the current statutory interest rate as meant in article 6:119a BW of the Dutch Civil Code, as well as all recovery costs incurred by OFC.
4.3. If an invoice is not paid within the payment term, OFC will be entitled
to suspend or terminate immediately all services after (prior)
notification to the client. OFC shall not be liable for any damages that might arise as a result of this measure.
4.4. In the event of a jointly awarded assignment, all clients shall be
individually liable for payment of the invoiced amount, interest and (debt collection) costs. In case the contractor renders services for clients, which belong to a group or cooperation, all clients who collaborate to that group or cooperation will be individually liable to OFC for the payment of each others invoices amount, interest and (debt collection) costs.
4.5. Our fiscal year is the same as the calendar year.
OFC can require a deposit from the client before commencing the assignment, should the nature of the affair give rise to this. At the end of the assignment, the deposit is deducted from the outstanding sum to be invoiced to the client by OFC in accordance with article
6.1. OFC shall carry out all its activities to the best of its ability, while exercising the due care that may be expected from a contractor in the given circumstances. If an error is made as a result of the client providing incorrect or incomplete information, OFC cannot be held liable for any resulting damages. If the client is able to demonstrate that he has incurred in damage as a result of errors by OFC, which are due to lack of diligence on OFC's part, OFC shall be liable for such damage only up to a maximum of the amount of the specified assignment, up to a maximum of
50% of the total amount, unless there was gross negligence or an intentional act on the part of OFC.
6.2. OFC is never liable for indirect damage, which includes, but is not limited to damage due to the client's business stagnation, in any way connected with, which is caused by an error in the execution of the assignment on the part of OF
6.3. OFC shall at all times have the right, if and to the extent possible, to undo or limit any damage
of the client, for which the client shall provide all possible cooperation.
6.4. OFC cannot be held liable for damage during the transport by post or in any other way
on behalf of the client, contractor or third parties.
6.5. The client is entirely responsible for a good back-up of all its
6.6. OFC's staff are not authorized in any way, also on behalf of the contractor, to recognize the liability of the contractor for damage mentioned in this article
6.7. OFC is entitled to call in third parties to carry out the assignment. Where possible, the choice of any third parties to be engaged by OFC shall be done in consultation with the contractor and with the observance of due care. OFC shall not be liable for any shortcomings of these third parties, with the exception of gross negligence or an intentional act on the part of OFC.
Except where the law or specific provisions of the profession so dictate, the original documents or the (digital) copies will be kept on file and will be turned over to the client, as requested by the client.
8. Complaints - complaints handling
A complaint regarding the activities carried out and/or the invoice amount has to be made in writing within fourteen days after the date of invoice, including the parts or the information which the client complains about, and needs to inform the contractor within fourteen days upon discovery of the defect, provided that the client is able to demonstrate that he couldn't reasonably find out the defect any earlier, op sanctie van verval van rechtsvordering. Complaints as referred to in the 1st paragraph shall not suspend the
payment obligation of the client.
Complaints will be sorted out first of all between the client and OFC, provided that these terms and conditions are not provided.
If necessary OFC can form a Complaints Committee with 3 independent and impartial members, one of which will be a board member of OFC and two members proposed by OFC. The final arrangement is binding.
9. Applicable Law / Competent Court
9.1. The legal relationship between OFC and its clients shall be subject to and governed by the Laws of the Netherlands.
9.2. Only a Dutch judge is authorized to take cognizance of any dispute between OFC and a client. The Dutch version of this information shall be binding. The English translation is for information purposes only.
9.3. OFC with registered office in Amersfoort (The Netherlands) and registered with the Chamber of Commerce, registration number 32080872. These General Terms and Conditions have been filed with the Chamber of Commerce Gooi- en Eemland and have been published on the OFC website.