Terms and Conditions

Terms and Conditions for the performance of assignments by V.O.F. Wendix, Chamber of Commerce 42019068, hereinafter referred to as WENDIX.

Article 1. Definitions

1. WENDIX: V.O.F. Wendix, Chamber of Commerce 42019068.
2. Client: the party that gives WENDIX an assignment or is in negotiation with WENDIX about one.
3. Assignment: the work to be carried out by WENDIX for the Client, such as research, consultancy and the development and delivery of dashboards and applications, as set out in the proposal or quotation.
4. Proposal or quotation: the written offer from WENDIX setting out the set-up, the content, the planning and the fee for the Assignment.
5. Deliverables: the products agreed in the proposal or quotation that WENDIX develops for the Client during the Assignment.
6. In writing: by letter or by email. Either suffices.

Article 2. Applicability and amendment of the conditions

1. These conditions apply to all assignments between WENDIX and the Client, unless the parties have agreed otherwise in writing.
2. These conditions cover assignments. The use of Data Assistent Mobiliteit (DAM), the web application of WENDIX, is governed not by these conditions but by the terms of use for DAM. Where the Client takes out both an Assignment and a licence for DAM, each is governed by its own document.
3. Where these terms and conditions refer to agreement in writing (or a derivative thereof), this means correspondence by letter or by email. Either suffices. The moment at which written agreement on a proposal or quotation is reached is regarded as the date of acceptance.
4. Where, following written agreement, a departure is made from these conditions, this applies only to the assignment concerned.
5. The Client's own terms and conditions are binding on WENDIX only if WENDIX has accepted them in writing.

Article 3. Proposals and quotations

1. All proposals and quotations from WENDIX are without obligation. The assignment comes into being only after the Client has confirmed it in writing, whereby, among other things, these Terms and Conditions are agreed to.
2. If the Client has not accepted the proposal or quotation within 2 months, the proposal or quotation (including the fee stated by WENDIX) expires, unless WENDIX has agreed in writing in advance to an extension of that period. WENDIX has the right to amend or withdraw the proposal or quotation at any time, provided it has not yet been formally accepted by the Client.

Article 4. Changes to the assignment

1. If the Client wishes to make changes to the set-up, content or planning of the assignment, the Client shall consult WENDIX in good time. WENDIX shall cooperate with the desired changes where this is reasonable and where written agreement has been reached on them and on the associated changes in cost.
2. WENDIX is not permitted to make changes to the agreed set-up and/or content of an assignment without the Client's consent.

Article 5. Delivery period and delivery

1. The delivery period is set by WENDIX by approximation and does not count as a strict deadline. If the Client requires a strict deadline, agreement on this can be reached in consultation and subject to additional conditions.
2. The delivery period and delivery are set in the expectation that WENDIX will receive the data to be obtained from third parties in full and on time. If this does not happen, for whatever reason, the delivery period will be extended by as many days as the delay lasted.
3. It is understood that if WENDIX foresees or identifies a delay or possible obstacles that may affect the delivery period or the delivery, it will inform the Client immediately.
4. Exceeding the delivery period set by WENDIX by approximation does not entitle the Client to compensation for any loss suffered.
5. If the Client considers that exceeding the delivery period is unreasonably onerous, the Client shall set WENDIX a reasonable delivery period in writing. On receipt, WENDIX will consult the Client in order to reach a solution together.

Article 6. Liability

1. WENDIX will carry out the assignment to the best of its knowledge and ability. This obligation has the character of a best-efforts obligation. WENDIX is liable for any shortcomings in the performance of the assignment only where these are directly caused by WENDIX having demonstrably acted without due care or without the required expertise.
2. Liability for any loss arising from the shortcoming described in article 6.1 is limited to the amount of the fee WENDIX received for the assignment.
3. Any liability of WENDIX for consequential loss suffered by the Client is excluded.

Article 7. Notice of default, termination and force majeure

1. Where WENDIX has been unable to carry out the assignment, or unable to carry it out as described in the proposal or quotation, as a result of the Client's actions, WENDIX will give the Client written notice of default and allow a reasonable period in which to fulfil its obligations after all.
2. If WENDIX or the Client is declared bankrupt, applies for (provisional) suspension of payments or ceases operations, the other party has the right to terminate the assignment with immediate effect.
3. If the assignment is terminated early by the Client, the Client owes WENDIX a fee for the work performed and the costs incurred up to that moment.
4. Neither party is obliged to perform an obligation where it is prevented from doing so by force majeure. Force majeure includes, but is not limited to: failure of the internet, of the power supply or of a hosting provider, the failure or withdrawal of a third-party data source, cyberattacks, fire, flood, epidemic, war, strikes and government measures.
5. The party invoking force majeure notifies the other party in writing as soon as possible, stating how long it is expected to last. For as long as the force majeure continues, the obligations are suspended and the delivery period is extended by its duration.
6. Where the force majeure lasts longer than sixty days, either party may terminate the assignment in writing. What has been performed and delivered by that time is settled pro rata; beyond that, neither party owes the other any compensation.

Article 8. Privacy

1. The parties undertake to comply properly with the relevant privacy legislation, in particular the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (UAVG).
2. Where WENDIX processes personal data in the context of the assignment for which the Client is the controller, WENDIX is the processor for those data. The parties enter into a data processing agreement as referred to in article 28(3) GDPR before that processing begins. WENDIX keeps a model available for that purpose, based on the VNG standard.
3. How WENDIX handles personal data for which it is itself the controller is set out in the privacy statement.
4. WENDIX will handle with care any information provided or come to its knowledge in the context of the assignment where it knows, or may reasonably suspect, that information to be confidential.

Article 9. Payment terms

1. The rates stated in a proposal or quotation include travel and accommodation costs within the Netherlands and exclude VAT, unless stated otherwise in the proposal or quotation.
2. Payment must be made within 21 days of the invoice date, unless agreed otherwise in writing.
3. Payment is made without set-off.
4. Unless agreed otherwise in writing, half of the fees are invoiced on the date of acceptance and the remaining balance on delivery of the products or services to be delivered.

Article 10. Intellectual property rights and public statements

1. The intellectual property rights in a proposal or quotation issued by WENDIX are and remain the sole property of WENDIX.
2. All know-how and intellectual property rights of any kind whatsoever in the items used or produced remain at all times the exclusive property of WENDIX.
3. The Deliverables provided by WENDIX and other results arising from the services are normally intended solely for internal use by the Client.
4. The Deliverables are the products agreed in the proposal or quotation that WENDIX develops for the Client during the assignment.
5. The Client undertakes not to publish any Deliverables in ways that exaggerate or distort the information provided by WENDIX, or that may harm the good name or the business of WENDIX.
6. The Client understands and agrees that it must inform WENDIX in writing if it intends to produce advertising, public statements, marketing material, press releases and the like containing (part of) the Deliverables or any element of the services.
7. WENDIX has the right to use all Deliverables and other results arising from the services for its own internal purposes, as part of its own databases and for purposes connected with its business.

Article 11. Governing law, complaints and disputes

1. These conditions and every assignment between WENDIX and the Client are governed by Dutch law.
2. If the Client has a complaint, it reports it to WENDIX at info@wendix.nl. WENDIX responds within ten working days and seeks to resolve the complaint by agreement.
3. If the parties cannot resolve it between them, the dispute is submitted to the competent court of the District Court of Noord-Nederland, unless the law mandatorily designates another court.
4. If a provision of these conditions is void or voidable, the remaining provisions continue to apply. The parties then replace that provision with a valid one that comes as close as possible to its intent.

Article 12. Language of these conditions

1. This is a translation of the Dutch terms and conditions, provided for convenience. In the event of any difference between the two versions, the Dutch text prevails.

*Source: TERMS AND CONDITIONS WENDIX August 2026*