Terms and Conditions - Stripe Blue BV
The following terms and conditions (Terms) govern the services of Stripe Blue BV, registered with the Dutch Chamber of Commerce under registration number 91432170, provided to the natural or legal person for whom the services are provided (Client). The range of services provided by Stripe Blue to Client are focused on analyzing, measuring, consulting, advising and providing insights on Client’s carbon footprint and impact on the environment. Providing strategic advise on how to develop a strong ESG, SDG and sustainability strategy. Conducting & reporting Life Cycle Assesments and Product Enviromental Footprint analysis.
Article 1. Definitions
1. These general terms and conditions apply to every offer, quotation, and contract between Stripe Blue and the Client, unless expressly agreed otherwise by the parties. The applicability of any purchasing conditions and/or terms and conditions of Client is hereby expressly rejected.
Article 2. Offer(s)
1. Stripe Blue shall send Client a written offer (the “Offer”) of the services to be provided to Client (the ”Services”). Upon Client’s written acceptance of such Offer, a contractual agreement between Stripe Blue and Client shall automatically exist. This Agreement shall consist of these terms and conditions together with the confirmed Offer (the “Agreement”). E-mail shall suffice for any written offer(s) and/or acceptance of such offer(s).
2. All Offers from Stripe Blue are non-binding and no rights can be derived from the Offer in any way, unless a term for acceptance is specified. Stripe Blue cannot be held to an Offer if it is reasonably evident that (a part of) the Offer contains an obvious mistake or typo. Offers do not automatically apply to future service orders.
3. All prices stated in an Offer are in euros, excluding VAT and other applicable government levies, as well as any costs incurred in the context of the Agreement, such as travel and other expenses. The aforementioned costs are to be paid by Client.
Article 3. Execution of the Agreement
1. Stripe Blue performs its Services with due care of a diligent contractor in the execution of its activities.
2. Stripe Blue undertakes to perform its Services on the basis of a best efforts obligation, and therefore does not guarantee any results of the Services, unless expressly stated otherwise.
3. If during the term of this Agreement a deadline has been agreed upon for the completion of certain Services, this is never to be considered a strict (fatal) deadline for Stripe Blue. In the event of a delay in the execution term, the Client must notify Stripe Blue in writing that the Client considers Stripe Blue to be in default and give Stripe Blue enough time to cure such a default.
4. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code are explicitly excluded.
Article 4. Changes to the Services
1. Changes to Services that the Client requests after accepting the Offer must be communicated to Stripe Blue in a timely and written manner. A change or addition to the Services is only valid if it is accepted by both Stripe Blue and the Client in writing and may result in an originally agreed-upon delivery time being exceeded by Stripe Blue. Such changes may result in an increase in price for the Services, which will be quoted to Client and performed upon acceptance of the new Offer.
Article 5. Client's Cooperation
1. The Client shall, both proactively and upon request, provide Stripe Blue with all relevant information necessary for the start, execution, and completion of the Offer.
2. If information necessary for the execution of the agreed-upon Services is not provided by the Client or is not provided in a timely manner by the Client, or if the Client has not fulfilled its (information) obligations in any other way, Stripe Blue is authorized to suspend the execution of the Agreement.
3. Should Stripe Blue be unable to reasonably perform its services due to Client’s delay or failure to provide the necessary information, documents, personnel and/or access to facilities, Stripe Blue may invoice the applicable additional costs to Client.
Article 6. Termination
1. Both parties may terminate the Agreement in writing at any time, subject to a notice period of 30 days, unless otherwise agreed upon by the parties.
2. If termination is initiated by the Client before the Services is delivered, Stripe Blue is entitled to compensation of the total amount due for the Services, unless the termination is based on facts and circumstances attributable to Stripe Blue. The preliminary results of work performed up to that point will be made available to the Client with reservations.
3. Stripe Blue is authorized to suspend the performance of its obligations or terminate the Agreement if:
The Client fails to fulfill the obligations under the Agreement, in whole or in part, or fails to do so in a timely manner, or Stripe Blue has reasonable grounds to believe that the Client will fail to meet these obligations;
circumstances arise that are of such a nature that the performance of the Agreement is impossible or are of such a nature that the unaltered continuation of the Agreement cannot reasonably be expected of Stripe Blue.
If Stripe Blue proceeds with suspension or termination, it is in no way obligated to compensate for any damages or costs arising from such action. If Stripe Blue terminates the Agreement, its claims against the Client become immediately due and payable.
4. In the event that one of the parties is declared bankrupt, requests a suspension of payments, or ceases its business operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
Article 7. Payment Terms
1. Payment shall be made within 30 days from the invoice date, in a manner specified by Stripe Blue, unless expressly agreed otherwise.
2. In the event of late payment by the Client, the Client shall be in default by operation of law and shall be liable for statutory interest.
3. Client shall bear any (extrajudicial) collection costs and enforcement costs related to the collection of the invoiced amounts.
4. Disputes regarding the invoiced amount must be submitted in writing within 7 days of the invoice date.
Article 8. Service complaints
1. If the Client does not make a written complaint to Stripe Blue within 7 days after Client has discovered or should have discovered a defect in Stripe Blue's performance of the Services, such a defect may no longer be invoked by the Client.
2. The Client does not have the right to suspend its (payment) obligations in case of an alleged defect.
3. In the case of valid and timely complaints, Stripe Blue may, at its discretion, provide replacement Services to remedy the (part of the) Services that Client has complained about.
Article 9. Confidentiality
1. The Client and Stripe Blue warrant that all of the information received by the other Party, which is marked as confidential or reasonably can be assumed to be confidential shall remain secret for the entire duration of any Agreement and for a period of three (3) years thereafter. The party receiving the confidential information shall only use such information for the purpose for which it has been provided and shall restrict disclosure to its employees, affiliates, officers, directors, representatives, agents, (sub) contractors or consultants, with a ‘need to know”, and not disclose it to any other person or entity without the prior written consent of the disclosing party.
2. No confidentiality obligations shall exist for information which is i) in the public domain; ii) already in de possession of the receiving party before it’s disclosure by the other party; iii) is obtained from a third party who is permitted to disclose such information, or has been generated by the receiving Party without any use of the confidential information received from the disclosing Party; iv) is required by law, regulation or judicial order to be disclosed; or; v) is provided to the respective (legal) advisors, (sub)contractors, auditors or financiers of the Parties provided they are under the obligation to treat such information as confidential.
Article 10. Processing of Personal Data
1. To the extent that the performance of the services by Stripe Blue result in the processing of personal data of a counterparty, this personal data shall be processed in a proper and careful manner, and in accordance with the Personal Data Protection Act (Wet Bescherming Persoonsgegevens) and the General Data Protection Regulation.
2. Stripe Blue shall take appropriate technical and organizational measures to protect the personal data processed against loss or any other form of unlawful processing, taking into account the current state of technology and the nature of the processing.
Article 11. Force Majeure
1. If Stripe Blue is unable to fulfill its obligations under the Agreement, in whole or in part, in a timely or proper manner due to causes beyond its control, those obligations shall be suspended until Stripe Blue is able to fulfill them in the agreed manner. Force majeure includes, but is not limited to, illness on the part of Stripe Blue.
2. If the period during which the performance of Stripe Blue's obligations is impossible due to force majeure lasting longer than two months, both parties are authorized to terminate the Agreement without any right of the Client to claim damages. The performance that has already been carried out in accordance with the Agreement shall be settled proportionally.
Article 12. Third-Party Indemnification
1. The Client indemnifies Stripe Blue against possible claims from third parties who suffer damage in connection with the execution of the Agreement, the cause of which is not attributable to Stripe Blue.
2. The Client is obliged to assist Stripe Blue both in and out of court if Stripe Blue is held liable under the first paragraph of this article and to promptly take all measures that can reasonably be expected of the Client in that case. If the Client fails to take adequate measures, Stripe Blue is entitled to do so itself without notice. All costs and damages incurred by Stripe Blue and third parties as a result thereof shall be fully borne by the Client.
Article 13. Liability
1. Stripe Blue is not liable for any damages, of any kind whatsoever, that arise because Stripe Blue has relied on incorrect and/or incomplete information provided by or on behalf of the Client.
2. If Stripe Blue is liable for any damages, the liability of Stripe Blue is strictly limited to direct damages up to a maximum of the invoiced amount, limited to the portion of the invoiced amount to which the liability relates.
3. Direct damages are exclusively defined as reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, the reasonable costs incurred to make Stripe Blue's defective performance comply with the Agreement, insofar as these can be attributed to Stripe Blue, and reasonable costs incurred to prevent or limit damage, provided that the Client demonstrates that these costs have led to the limitation of direct damages as referred to in these general terms and conditions.
4. Stripe Blue is never liable for indirect damages, including consequential damages, lost profits, lost savings, goodwill, and business interruption damages.
7. The limitations of liability contained in this article do not apply if the damage is due to Stripe Blue's intentional misconduct or gross negligence.
Article 14. Miscellaneous
Severability: If one or more provisions of these general terms and conditions are declared void or nullified in whole or in part by a court at any time, this does not affect the validity of the remaining provisions.
Claims. Contrary to the statutory limitation periods, the limitation period for all claims and defenses of the Client against Stripe Blue is one year.
Assignment: The Client is not entitled to transfer any obligation under the Agreement to third parties without the written consent of Stripe Blue. The Client shall remain jointly and severally liable with this third party for the obligations arising from this Agreement.
Applicable law: Dutch law shall exclusively apply to all Agreements between Stripe Blue and the Client. Without prejudice to Stripe Blue's right to submit a dispute to the competent court under the law, disputes between the parties shall initially be submitted to the competent court in the place of establishment of Stripe Blue, unless the law dictates otherwise.