Article 1: General

These general terms and conditions concern the terms and conditions of Boest, hereinafter referred to as: ‘Boest’, with its registered office in Amsterdam and its place of business at Vondelstraat 35, Amsterdam, registered in the Trade Register of the Chamber of Commerce for Amsterdam under file number: 74315692.

Article 2: Applicability

These terms and conditions apply to all offers and all agreements of Boest, based in Amsterdam, hereinafter referred to as ‘Boest’. The contractual other party will hereinafter be referred to as ‘Client’.
In these conditions, Client shall mean any (legal) person to whom Boest addresses its offers/quotes as well as the person who submits offers/quotes to Boest and the person who gives Boest an order or the person with whom Boest enters into an agreement and furthermore the person with whom Boest is in any legal relationship and apart from this person, his representative(s), authorised representative(s), legal successor(s) and heir(s).
The parties have the option to deviate from these general terms and conditions. Such contrary conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed so in writing.
The applicability of any purchase conditions or other conditions of the Client is expressly excluded.
In these general terms and conditions, ‘in writing’ also means by e-mail, by fax or by any other means of communication that can be equated with this in view of the state of the art and generally accepted standards.
The acceptance and retention by the Client without comment of an offer or order confirmation on which reference has been made to these terms and conditions shall be deemed to be agreement to their application.
The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.

Artikel 3: Totstandkoming overeenkomsten

If an offer by Boest is accepted, the agreement shall only come into effect after written confirmation by Boest, or at the time that Boest has commenced execution activities with the consent of the Client.
Oral agreements shall only bind Boest after they have been confirmed by Boest in writing.
Additions or amendments to the general conditions or otherwise changes or additions to the agreement shall only become binding after written confirmation by Boest.

Article 4: Offers

All offers, quotations or quotations by Boest shall be without engagement and shall automatically expire after a period of 30 days, unless within that period Boest no longer maintains the offer and/or quotation and/or quotation or unless Boest indicates otherwise already when making the offer, quotation or quotation. If an offer or quotation contains an offer without engagement and this offer is accepted by the Client, Boest is entitled to revoke the offer within 5 working days after receipt of the acceptance.
The prices used by Boest as well as the prices stated in the offers, quotations, quotations, etc. are exclusive of VAT and any costs. These costs may include – but are not limited to – travel expenses, transport costs and invoices from third parties called in.
Advertising accounts, images and descriptions in offers and on the website of the user, brochures, catalogues, drawings, models, statements of colours, dimensions as well as other data or descriptions, are as accurate as possible, but are only indicative. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
The advertising accounts, images, brochures, catalogues, drawings, etc. referred to in the previous paragraph of this article and the intellectual property rights resting on them shall remain Boest’s property at all times, unless the parties have expressly agreed otherwise in writing. They must be returned at Boest’s first request. They may not be reproduced or given to third parties for inspection without Boest’s written consent.
Offers shall not automatically apply to future orders.
Boest cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

Article 5: Execution of agreement

Boest shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and insofar as proper execution of the agreement requires this, Boest is entitled to engage third parties for certain activities.
The Client shall ensure that all data, which Boest indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to Boest in time. If the information required for the execution of the agreement has not been provided to Boest in time, Boest shall be entitled to suspend the execution of the agreement or to charge the additional costs resulting from the delay to the Client according to the usual rates.
Boest is not liable for damages of any kind.
If work is performed by Boest or third parties engaged by Boest as part of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
The Client shall indemnify Boest against any claims by third parties, which suffer damages in connection with the execution of the agreement and of which the cause is attributable to parties other than Boest. If Boest should be sued by third parties for that reason, the Client shall be obliged to assist Boest both extra-judicially and judicially and immediately do everything that may be expected of the Client in that case. Should the
Client fail to take adequate measures, Boest shall, without notice of default, be entitled to do so itself. All costs and damages incurred on the part of Boest and third parties as a result, shall be for the full account and risk of the Client.

Article 6: Specific provisions regarding search engine advertising (‘SEA’) and/or search engine optimisation (‘SEO’)

The Client grants Boest, for the duration of the agreement, exclusive authority to carry out SEO work and/or run SEA campaigns in relation to the search engines and websites specified in more detail in writing. ‘SEA campaigns’ in this context means advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. SEO work‘ in this context means all advisory and/or executive activities aimed at improving the (technical) structure of the Client’s website(s) and all occurring activities aimed at improving the authority or relevance attributed by search engines to the website(s) on the basis of (link) references on third-party websites (also referred to as ’link building‘ or ’authority building”).
The Client grants Boest an exclusive power of attorney to perform all acts that Boest deems necessary in setting up and managing SEA campaigns and performing SEO work. Insofar as SEA and SEO-related work is performed by third parties for the Client, the Client must notify Boest of this in a timely manner.
Boest shall make every effort to achieve the best possible positioning in the agreed search engines, but does not undertake to achieve any concrete result, in line with the applicable guidelines as drawn up by the search engines. All communications by Boest about the possible results of SEO work are therefore indicative in nature. The Client cannot derive any rights from these announcements. The Client also declares itself familiar with the fact that the success of SEO work partly depends on the extent to which the work recommended by Boest and/or changes to the Client’s website(s) are implemented and is prepared to implement the recommendations (or have them implemented) to the best of its ability and within a reasonable term after delivery.

The costs charged by search engines related to SEA campaigns should in principle be paid directly by the Client, without Boest’s intervention, to the relevant advertising platform. Boest cannot be held responsible for the consequences of payment delays and balance shortfalls by the Client.
Boest undertakes to adhere to the guidelines set out in the ‘Code of Conduct for Search Engine Marketing’ as drawn up by the industry association IAB. This code of conduct can be found at www.iab.nl. In turn, the Client must comply with the general conditions, specific regulations and editorial guidelines set by search engines for advertisers and website owners. Boest is not responsible for the consequences of the violation of these regulations on the part of the Client.

Article 7: Specific provisions regarding Digital Analytics and Conversion Optimisation

Boest shall make every effort to ensure data quality and integrity with respect to data collected on the Client’s website(s). However, the Client is responsible for the correct technical implementation of the software and/or tooling used to collect this data on its own website, whether or not based on advice provided by Boest in this regard.
Analysis and reporting of findings and recommendations by Boest to the Client shall take place in accordance with the frequency and format specified in the quotation, project proposal or agreement underlying the cooperation. If no reporting format is specified, reporting shall take place in Dutch and/or English and according to the standards of good workmanship with a frequency of at least once a month. If no reporting medium has been agreed, the Contractor shall determine the medium to be used for this purpose.

Analysis and reporting of findings and recommendations by Boest to the Client shall take place on the basis of the software and/or tooling used by the Client for the purpose of web analysis. The definitions used by the relevant software and/or tooling for metrics or Key Performance Indicators (KPIs) are leading in this respect. The metric ‘unique visitor’ thus refers to a unique visitor in accordance with the definition and method of determination as used by the relevant software and/or tooling. If at any time Boest deviates from this definition, it undertakes to specify this clearly to the Client in the relevant report, or in the quotation, project proposal or agreement underlying the cooperation.
Boest undertakes to keep the results of the analysis and those of any previous analyses and subsequent reports linked to it for at least six months, unless a different period is required by law or regulations or in view of the objective of the analysis. The client has the option to shorten or extend the retention period at its request.
Storage of data collected by Boest, analyses and/or dashboards relating to work performed for the Client shall take place within Boest’s secure corporate network. Boest reserves the right to permanently remove or destroy Client’s data from its corporate network after the expiry of the 6-month retention period, or as much earlier as deemed desirable by the Client.

Article 8: Specific provisions regarding placements on job websites, display advertising, Social Media Advertising and Digital Out of Home.

Client warrants and shall confirm in writing at Boest’s first request that:
advertising material supplied by the Client or third parties engaged by the Client is prepared in accordance with IAB standards, is free of technical defects and is suitable for the placement of performance measurement and control systems (including ‘tagging’);
information provided by the Client is correct and complete and that the Client will always make it available to Boest in a timely and complete manner as well as that the Client will provide all other cooperation reasonably required for the performance of an Agreement;
Client will always act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (property) rights or conditions of third parties and will take all necessary measures to that end;
Client will always provide an exclusive (not used for other purposes) traceable link to a website’s landing page or otherwise exclusive link by the applicable performance measurement system;
During the term of an Agreement, the Client shall not change, obscure or remove the measuring systems placed for the purpose of monitoring the results or user names and passwords provided and shall store them carefully, not make them available to third parties and secure them against any form of unauthorised use as well as, in the event of any unauthorised use or at Boest’s first request, immediately take all measures necessary to stop such use;
The Client shall indemnify Boest against any third party claims against Boest in case of breach by the Client of the aforementioned obligations.
The Client is aware that Boest may use third-party software for the execution of the Agreement and declares to agree with the provisions or ‘terms and conditions’ attached to the use of this software, but only insofar as the software used is explicitly mentioned in the Agreement, order confirmation or other written communication between the Client and Boest in which the execution of work is agreed to;
Boest’s administration and measuring systems shall be leading for the calculation of the agreed fees, unless a higher calculation follows from the Client’s measuring systems. In that case, the fee due will be calculated on the basis of reasonably estimable measurement results;
Client is obliged to immediately remove any tags or ‘measurement code’ placed immediately after termination of an Agreement for whatever reason, both on its own websites and any third-party websites on which these tags have been placed, with the exception of tags belonging to Client.
If the Client uses Boest’s (user) licence(s) to purchase media itself, the Client accepts full responsibility for the execution and financial consequences.
Written instructions by Boest must always be strictly followed by the Client, but cannot fully or partially relieve the Client of ultimate responsibility. All direct or indirect damages suffered by Boest as a result of the execution by the Client shall be fully compensated. The Client shall ensure that payments to Boest are made in accordance with the agreed payment schedule and/or the set payment conditions. Any delay in complying with the agreed payment terms gives
Boest the right, without any prior written notification, to terminate the Agreement and to suspend performance temporarily or permanently.
Boest is in no way responsible for the possible consequences of such termination or cessation of performance.

Article 9: Adaptation of the agreement

If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.
If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected as a result. Boest shall inform the Client of this as soon as possible.
If the amendment or supplement to the agreement will have financial consequences, Boest shall inform the Client thereof in advance.
If a fixed fee has been agreed, Boest shall also indicate to what extent the amendment or supplement to the agreement will result in an overrun of this fee.

Article 10: Contract duration and execution period

Agreements are entered into for a fixed term of 12 months unless the parties agree otherwise in writing. After expiry of the first contract term, agreements are automatically renewed for the same term.
Stated terms for the completion of an order can never be considered as a deadline, unless the parties have explicitly agreed otherwise in writing. If Boest fails to fulfil its obligations under the agreement or fails to do so on time, it must therefore be given written notice of default.
If Boest does not expect to be able to fulfil its obligations within the specified period, it shall inform the Client as soon as possible.
Boest is authorised – with regard to the fulfilment of the Client’s financial obligations – to require advance payment or security from the Client before providing the services.
Exceeding by Boest of a delivery term as referred to in article 9 of this article does not qualify as a failure attributable to Boest and does not justify dissolution of the agreement by the Client, nor does it mean that Boest is liable for compensation of any damage suffered by the Client as a result of the actual longer delivery term.

Article 11: Progress of the agreement

Boest cannot be obliged to start executing the order before all necessary information is in its possession and it has received any agreed (instalment) payment. If delays arise as a result, the stated delivery times and agreed contract duration shall be adjusted proportionally and Boest shall be entitled to suspend work, without prejudice to the Client’s obligation to fulfil its (payment) obligations.
When the provision of services cannot take place normally or without interruption due to causes beyond Boest’s control, Boest shall be entitled to charge the Client for the resulting costs.

Article 12: Fee

Boest and the Client may agree a fixed fee for work to be performed, or determine the fee retrospectively based on the actual hours spent. The parties shall specify the amount of the fixed fee or the applicable hourly rate in writing.
In addition, the parties may agree to have the fee partly depend in one way or another on the result of the assignment. This can only be the case when the exact details are agreed upon in writing.
If the fee has not been fixed in writing, Boest shall be entitled to fix it on the basis of its usual (hourly) rates, valid for the period in which the work took place.
For agreements with a duration of more than two months, the fee due may be charged on a monthly basis.
The prices and/or hourly rates charged will be reviewed periodically (in principle per 1 January and/or 1 July) on the basis of wage and inflation figures, but will only result in an adjustment of the fee agreed with the Client after the expiry of the first contract term in the case of a fixed-term contract, or a minimum period of 3 months in the case of open-ended contracts.
Media expenses (also ‘media buying costs’) are in principle paid by the Client directly to the relevant advertising platform (e.g. Google AdWords).

Article 13: Confidentiality

Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if it arises from the nature of the information.
The Client shall not copy or otherwise make the confidential information available to third parties, except with Boest’s prior written consent.
The Client shall not use the confidential information for any other purpose than that for which it was provided by Boest and shall not apply it in any other manner than indicated by Boest. The Client shall not alter any documents or items containing confidential information of Boest.

The Client is obliged to bind in writing its employees, agents and subcontractors who – necessarily – become aware of the confidential information to the same obligations of confidentiality as the Client, prior to obtaining confidential information.
In case of breach of one or more obligations under this article, the Client shall owe Boest an immediately payable fine of €5,000.00 per breach for each day that a breach continues. This penalty shall be without prejudice to Boest’s right to full damages in accordance with the law.
The provisions of this article shall remain in force even after termination or dissolution of the agreement.

Article 14: Complaints

Complaints about work carried out must be reported in writing to Boest by the Client within 15 days of discovery, but at the latest within 30 days of completion of the work in question, failing which the Client shall be deemed to have fully accepted the result of the order. The notice of default must contain as detailed a description of the failure as possible, so that Boest is able to respond adequately.
If a complaint is well-founded, Boest shall as yet perform the work as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
If the subsequent performance of the agreed work is no longer possible or useful, Boest will only be liable within the limits of Article 15.
Filing a complaint never suspends the Customer’s payment obligations.
If a complaint is reported later than the stipulated deadline, the Principal is no longer entitled to have the complaint dealt with or compensation.
If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, on the part of
Boest, shall be borne in full by the Client.

Article 15: Intellectual property

All copyrights and other intellectual property rights relating to the services provided by Boest are vested in Boest. The Client acknowledges these rights and shall refrain from any infringement thereof. All copyrights and other intellectual property rights relating to, inter alia, but not exclusively Google AdWords, Google Analytics and similar online accounts, shall be transferred to the Client ‘free of charge’ upon first written request, but only if and as soon as the Client has fulfilled its (payment) obligations.
Alle auteursrechten en overige intellectuele eigendomsrechten met betrekking tot de door Boest aan Opdrachtgever ter beschikking gestelde (online) tools en/of software, berusten uitsluitend bij de respectievelijke eigenaren; Opdrachtgever verkrijgt hier uitsluitend het recht tot gebruik toe, zulks conform de specifiek geldende gebruiksvoorwaarden, waarvan Opdrachtgever wordt geacht kennis te hebben genomen.
All documents provided by Boest are exclusively intended to be used by the Client. The Client is not allowed to disclose or reproduce information obtained from Boest in any form, unless such disclosure is authorised in writing by Boest.
All documents supplied by Boest for the fulfilment of the project shall remain the property of Boest. Upon expiry or termination of the contract, Boest may request the Client to destroy or return these documents.
The Client shall indemnify Boest against all claims by third parties regarding intellectual property rights on the information and documents provided by it to Boest and used in the execution of the agreement.
Boest retains the right to use the knowledge gathered during the execution of the work for other purposes, insofar as no confidential information of the Client ends up with third parties.

Article 16: Liability

The Client guarantees the correctness and completeness of the information provided by the Client to Boest in the context of the conclusion and execution of the agreement and shall always inform Boest immediately in writing of any changes in the information provided. Boest shall not be liable for claims by the Client and/or third parties resulting from or relating to incorrect and/or incomplete information provided to Boest by the Client, or from changes in the information provided that were not timely reported to Boest by the Client.
Any liability of Boest as well as its employees and persons engaged by Boest in the execution of the order, shall be limited to the amount paid out under Boest’s professional/company liability insurance in the case concerned, including the excess to be borne by Boest.
In case Boest’s professional/company liability insurance as referred to in article 15.2 does not provide coverage in a specific case, Boest’s liability as well as that of its employees and persons engaged by Boest in the execution of the order shall be limited to a maximum of the total fees received by Boest over the three months preceding the loss-causing event. This limitation of liability shall apply per year, regardless of the number of incidents causing damage.
The Client shall indemnify Boest for any claims by third parties, who suffer damage in connection with the execution of the agreement and whose cause is attributable to the Client.
Boest shall never be liable for damage suffered by the Client or third parties as a result of incorrect, incomplete or untimely information provided by the Client.
Boest shall never be liable for any damage resulting from errors in software or other computer software used by Boest.
Boest shall never be liable for any damage resulting from the circumstance that (email) messages sent by the Client to Boest have not reached Boest.
Boest’s liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage due to non-determination of marketing purposes, damage related to the use of data or data files prescribed by the client, or loss, mutilation or destruction of data or data files.
Boest shall not be liable for damage, loss or destruction of objects, materials, image or word data in any form made available by it or on behalf of the Client or manufactured by third parties at the Client’s request.
Advice provided by Boest are obligations of effort and not obligations of result. Guarantees of result shall not be deemed to have been given when providing advice. Boest is therefore not liable with regard to advice provided if no result is achieved.
Boest does not accept any liability for loss or change of data supplied via digital data carriers or e-mail. The client or third parties engaged by him should always check this data for correctness and completeness.
Boest does not accept any liability for the content of its websites or multimedia expressions.

Boest does not accept any liability for the possible presence of viruses on the information carriers it supplies or data or software supplied or retrieved via the Internet. The Client should check the supplied information carriers, data or software for the presence of viruses himself.
No liability whatsoever is accepted by Boest for information, freeware and shareware made available via the Internet or intranet. Boest does not accept any liability for the correctness of the available information or for the proper functioning of the available software, nor for the consequences thereof.

Unless fulfilment by Boest is permanently impossible, Boest’s liability for attributable failure in the fulfilment of the Agreement shall arise only if the Client gives Boest immediate notice of default in writing, in which a reasonable term is given to remedy the failure, and Boest continues to fail attributably in the fulfilment of its obligations even after that term. The notice of default must contain as complete and detailed a description of the failure as possible, so that Boest is given the opportunity to respond adequately.
Any claim for damages by the Client against Boest that is not specified and explicitly reported shall lapse by the mere expiry of twelve (12) months after the claim arose.
The exclusions and limitations referred to in this article shall lapse if and insofar as the damage results from intent or conscious recklessness on the part of Boest or its management.

Article 17: Payment

Invoicing shall take place monthly in advance, payment shall be made within 14 days of the invoice date, in a manner to be indicated by Boest in the currency in which the invoice was drawn up. Objections to the amount of the invoices do not suspend the payment obligation.
The Client shall make the payments due to Boest without discount or setoff, except for setoff against offsettable advances relating to the agreement, which it has provided to Boest. The Client shall not be entitled to suspend payment of invoices for work already performed.
If the Client fails in its obligation to pay the invoices within the stipulated payment term, the Client shall owe an interest rate equal to the statutory (commercial) interest rate plus 2% (in words: two per cent) per month on top of the amount due.
In case of liquidation, bankruptcy, attachment or suspension of payments of the Client, Boest’s claims against the Client shall be immediately due and payable.
Boest is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. Boest may, without thereby being in default, refuse an offer of payment if the Client designates a different order of attribution. Boest can refuse full repayment of the principal sum, if this does not include the interest still due, the current interest and the costs.

Article 18: Collection costs

If the Client is in default or in breach of one or more of his obligations towards Boest, all costs incurred to obtain extrajudicial satisfaction, such as with regard to writing reminders, summonses and including actual lawyer’s fees and bailiff’s costs, shall be for the Client’s account. These costs shall in any case amount to 15% (in words: fifteen percent) of the total of the invoice amount due and not paid within the payment term.
If Boest proves to have incurred higher costs than the aforementioned percentages, the Client shall also owe Boest the excess.
The Client shall also owe Boest all costs incurred by Boest, including – but not limited to – the actual attorney’s fees, court costs, related to conducting legal proceedings, in all instances, unless these are unreasonably high in view of the prevailing and customary rates of, for example, attorneys at law, and unless Boest has been ruled against in legal proceedings by a final decision.

Article 19: Communication

In case the Client has sent any digital message to Boest, he may only trust that this message has reached Boest if the Client has received a confirmation of its receipt, not being an automatic acknowledgement of receipt.
General information provided by Boest, whether or not on the Internet, whether or not at the Client’s request, is free of obligation and shall never be regarded as advice given by Boest in the context of an order granted to it, except insofar as Boest’s communication shows the contrary or it concerns advice tailored to the Client’s personal situation.
Until the Client has disclosed a change of address to Boest, Boest may trust that the Client can be reached at the address it provided at the start of the assignment, including its e-mail address.

Article 20: Retention of title

Boest retains ownership of the goods delivered and to be delivered under the agreement until such time as the Client has fulfilled its payment obligations towards Boest in connection therewith. These payment obligations consist of paying the agreed price, increased by all claims in respect of work carried out in connection with the agreement, as well as claims in respect of any damages due to failure to fulfil obligations on the part of the Client.
De onder het eigendomsvoorbehoud vallende zaken mogen door de Opdrachtgever slechts in het kader van de normale bedrijfsuitoefening worden doorverkocht.
Items subject to retention of title may only be resold by the Customer in the normal course of business.
The Client is obliged to immediately inform Boest in writing of the fact that third parties are asserting rights to goods subject to a retention of title under this article.

Article 21: Decommissioning

Boest is entitled to (temporarily) take delivered products and/or services out of use and/or restrict their use if the Client fails to fulfil an obligation to Boest in respect of the agreement, or acts in breach of the general terms and conditions. The obligation to fulfil the payment of the amounts due shall continue to exist during the decommissioning.
Boest shall activate the product and its service as soon as the Client has fulfilled its obligation and paid a correspondingly determined amount for the product or service.

Article 22: Return of items made available

If Boest has made goods available to the Client in the execution of the order, the Client is obliged to return the delivered goods at Boest’s request within 14 days in their original state, free of defects and in full. If the Client fails to fulfil this obligation, all resulting costs shall be for his account.
If, for whatever reason, the Client still fails to comply with the obligation mentioned under 1. after being warned to do so, Boest shall be entitled to recover the resulting damage and costs, including replacement costs, from the Client.

Article 23: Force majeure

In case of force majeure, Boest is authorised, without judicial intervention, either to suspend the execution of the agreement or to dissolve the agreement, without being liable for any damages. If the force majeure situation occurs when the agreement has been partly executed, the Client shall be obliged to fulfil its obligations towards Boest until that time. All costs incurred by Boest until then shall be immediately due and payable in full.
Circumstances involving force majeure shall include: war, riots, mobilisation, domestic and foreign unrest, government measures, strikes and lockouts by employees, disruption of the currency relationships existing at the time the agreement was entered into, weather conditions, business interruptions due to fire, accidents or other incidents and natural phenomena, irrespective of whether these circumstances occur at Boest, its suppliers or third parties engaged by it for the execution of the agreement.

Article 24: Suspension, termination and dissolution

Boest is entitled to terminate the agreement in writing at any time.

If the Client wishes to terminate the cooperation for agreements with a term of 12 months or less, there are 2 options:

1. Reallocation of Hours: The agreed hours as stipulated in the cooperation agreement and/or offer can still be reallocated, but to a different expertise or service within the agreed cooperation period. This allows the Client to use the remaining hours in a way that better suits their current needs.

2. Direct Termination by Buyout: The Client may choose to terminate the cooperation immediately by buying out the outstanding hours agreed in the cooperation agreement. For this option, the Client pays 75% of the total outstanding hours. This amount serves as compensation for unused hours and pre-planned capacity.

For agreements with a duration of more than 12 months or for an indefinite period, the Client must observe a notice period of 3 calendar months.

An exception to option 1 and option 2 applies if facts and circumstances underlying the termination are attributable to Boest and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, in that case the Client shall be obliged to pay the invoices for work performed up to that point. The preliminary results of the work performed until then will therefore be made available to the Client under reservation.

Boest is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if: the Client fails to fulfil its obligations under the agreement or to do so in full or on time; circumstances that have come to Boest’s knowledge after the agreement was concluded give Boest good reason to fear that the Client will fail to fulfil its obligations; the Client was requested to provide security for the fulfilment of its obligations under the agreement when the agreement was concluded and this security has not been provided or is insufficient; if, due to a delay on the part of the Client, Boest can no longer be required to fulfil the agreement under the terms originally agreed, Boest is entitled to dissolve the agreement.
Furthermore, Boest is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Boest.
If the agreement is dissolved, Boest’s claims against the Client shall be immediately due and payable. If Boest suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.
If Boest proceeds with suspension or dissolution, it shall in no way be obliged to compensate for damage and costs caused in any way.
If the dissolution is imputable to the Client, Boest is entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the Client fails to comply with its obligations under the agreement and this failure to comply justifies dissolution, Boest is entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification by virtue of default.
If the agreement is terminated prematurely by Boest, Boest shall, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is imputable to the Client. If the transfer of the work involves additional costs for Boest, these shall be charged to the Client. The Client shall be obliged to pay these costs within the term stated, unless Boest indicates otherwise.
In case of liquidation, of (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, of debt restructuring or another circumstance as a result of which the Client can no longer dispose freely of his assets, Boest shall be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any damages or compensation. In that case, Boest’s claims against the Client shall be immediately due and payable.

Indien de Opdrachtgever een geplaatste order geheel of gedeeltelijk annuleert, dan zullen de daarvoor bestelde of gereedgemaakte zaken, vermeerderd met de eventueel reeds gemaakte kosten daarvan, de gederfde winst daarvan en de voor de uitvoering van de overeenkomst gereserveerde arbeidstijd, integraal aan de Opdrachtgever in rekening worden gebracht.
Als een Opdrachtgever wijzigingen wenst in de uitvoering van een verstrekt project of opdracht is Boest hier niet toe verplicht. Boest heeft alsdan de bevoegdheid de opdracht te annuleren. In dat geval is de Opdrachtgever aansprakelijk voor de door Boest geleden schade, onder meer bestaande uit winstderving en gemaakte kosten.

Article 25: Staff recruitment

Client is not allowed to recruit (former) employees of Boest during the cooperation with Boest plus a period of 12 months or to give assignments as freelancer or self-employed, without prior written approval by Boest’s management. In case of violation of the provisions of this article, Client shall owe Boest an immediately due and payable penalty of €25,000 plus €2500 for each day that a violation continues. This penalty shall be without prejudice to Boest’s right to full damages in accordance with the law.

Article 26: Dispute resolution and applicable law

Notwithstanding the statutory rules for the competence of the civil court, any dispute between Boest and the Client, in case the court has jurisdiction, shall be settled by the District Court in Amsterdam, such even if the Client is a party not established in the Netherlands.
However, Boest remains entitled to sue the Client before the court with jurisdiction under the law or applicable international treaty.
Any agreement between Boest and the Client is exclusively governed by Dutch law.
If the agreement between Boest and the Client is subject to a version of these terms and conditions in a language other than Dutch, in interpreting the text of the provisions, what is intended in the Dutch text shall be decisive. This means that when interpreting as much as possible, a connection should be sought with what is intended to be agreed in the Dutch text, whereby the parties agree that there should be as grammatical an interpretation as possible of the wording of the provisions of these conditions.

Article 27: Modification of conditions

Boest is authorised to make amendments to these conditions. These amendments shall take effect at the announced time of entry into force and after Boest has sent the amended conditions, electronically or otherwise, to the Client.