General terms & conditions

1 DEFENITIONS

In these general terms and conditions, the terms below are used with their respective meanings, unless otherwise indicated.

Modification date: 01-04-2021
Contracting Party: Zero Gravity Drone B.V. (hereinafter referred to as ZGDRONE)
Principal: the Contractor’s other party
Contracting Party: the work or software and/or hardware deliveries to be determined by mutual agreement between the Principal and ZGDRONE and the conditions under which this must take place.

2 GENERAL

1. The general terms and conditions shall apply to all offers, quotations, work, assignments and agreements between ZGDRONE and Client(s), to which ZGDRONE has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from in writing.
2. These terms and conditions also apply to assignments with ZGDRONE, in which third parties are involved.
3. If one or more of the provisions in these general terms and conditions lapse, the remaining provisions of these general terms and conditions shall continue to apply. The parties will in that case consult to agree on substitute provisions, whereby the purpose and tenor of the original provision will be assumed as far as possible.

3 OFFERS

1. ZGDRONE’s offers are based on the information provided by the Client.
2. The Client warrants that, to the best of its knowledge, it has provided all the information essential for the set-up, execution and completion of the assignment.
3. Offers made by ZGDRONE are without obligation and valid for 30 days, unless otherwise indicated in the offer.
4. ZGDRONE shall only be bound by tenders if the acceptance thereof is confirmed in writing by the other party within 30 days, unless otherwise indicated. The prices given in the quotations are exclusive of VAT, other government levies and other costs incurred in connection with the assignment, such as travel, accommodation, postage and administration costs, unless otherwise indicated.
5. If the acceptance deviates (on minor points) from the offer included in the quotation, ZGDRONE shall not be bound by it. In that case, the order shall not be formed in accordance with this deviating acceptance, unless ZGDRONE indicates otherwise.
6. A compound quotation shall not oblige ZGDRONE to perform part of the assignment at a corresponding part of the quoted price.

4 PROVISION OF INFORMATION AND COOPERATION

The Client shall provide ZGDRONE in a timely manner with all documents, information and contacts, approvals required for the proper execution of the assignment.

5 EXECUTION OF THE ORDER

1. ZGDRONE shall carry out the work within the framework of the assignment to the best of its understanding, expertise and ability.
2. To the extent necessary for the proper execution of the order, ZGDRONE shall be entitled to have (parts of) the work performed by third parties. He shall do so with the Client’s prior consent and shall do his utmost to achieve the agreed obligations and quality.
3. ZGDRONE accepts no liability for the work performed by third parties, insofar as these have themselves entered into an agreement with the Client.
4. ZGDRONE shall not be liable for any damage arising as a result of its having relied on incorrect and/or incomplete information supplied by the Client, unless it ought to have been aware of the incorrectness or incompleteness of the information.
5. If it has been agreed that the assignment will be performed in phases, ZGDRONE may suspend the performance of those parts that belong to a subsequent phase until the Client has approved in writing the results of the preceding phase.
6. If ZGDRONE or a third party engaged by ZGDRONE carries out work for the purposes of the assignment at the Client’s site or at a site designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.

6 CHANGE OF ASSIGNMENT

1. The Client accepts that the time planning of the assignment may be affected if the parties decide in the interim to change the approach, method or scope of the assignment and the work resulting from it.
2. If the Client makes interim changes to the execution of the order, ZGDRONE shall make the necessary adjustments on the Client’s instructions. If this leads to additional work, he shall charge this to the Client as an additional assignment. ZGDRONE shall be entitled to charge the Client for the extra costs incurred by the change in the assignment.
3. Notwithstanding paragraph 1, ZGDRONE shall not charge additional costs if the change or addition to the assignment is due to circumstances that can be attributed to ZGDRONE.

7 CONTRACT DURATION, IMPLEMENTATION PERIOD

1. The parties shall enter into the assignment for an indefinite period, unless otherwise agreed in writing in the offer.
2. If within the term of the assignment a deadline has been agreed for completion of certain work, this shall not be a deadline. If the term is exceeded, the client must therefore give ZGDRONE written notice of default.
3. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

8 TARIFFS

1. If the parties have not agreed otherwise in writing, ZGDRONE shall set its rate according to its hourly rate.
2. ZGDRONE’s fee includes the costs of secretarial work and telephone costs. Any travel and accommodation costs will be charged as agreed in the quotation.
3. In all quotations, ZGDRONE will only charge for the time actually spent and, if there is a risk of exceeding 5% of the amount quoted, he will invoice after consultation with the Client.
4. Prices of supplied software and Maintenance and Support shall be specified in the offer.
5. Amounts are exclusive of VAT.
6. If ZGDRONE agrees on an hourly rate with the Client, ZGDRONE shall nevertheless be entitled to increase this rate without the Client being entitled to dissolve the contract for that reason, if the increase in the price is the result of a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages etc. or on other grounds which could not reasonably have been foreseen at the time when the contract was concluded.
7. ZGDRONE may – without prior written notice – per 1 January of each calendar year increase the rate agreed upon in the offer by a maximum of the percentage of inflation in the preceding year provided by the CBS.
8. ZGDRONE may also increase prices in the event of a price increase outside of the rate of inflation. The client may cancel the order if the annual increase exceeds 10%. He may not do so if the increase is due to law.
9. ZGDRONE shall notify the Client in writing of its plans to increase the rate, including the amount and effective date thereof.
10. If the Client does not agree with the increase planned by ZGDRONE of more than the maximum percentage of inflation in the preceding year provided by Statistics Netherlands, he may, within two weeks after being notified thereof, cancel the assignment in writing as per the effective date of the increase as stated in ZGDRONE’s notification.
11. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

9 TERMS OF PAYMENT

1. Payment must be made within two weeks (14 days) of the invoice date, unless otherwise agreed in the offer. ZGDRONE reserves the right to amend the payment conditions in the interim and to file them with the Chamber of Commerce.
2. In the case of extensions to maintenance and support contracts for software and/or hardware provided, payment of the costs due must be made before the expiry of the extension period.
3. In the case of Cloud Services and Cloud Based Solutions, payment of the costs due must be made prior to the commencement date and/or date of commencement of the Cloud Services and/or Cloud Based Solutions.
4. After the due date the Client shall be in default by operation of law and ZGDRONE shall be entitled to charge 2% interest. ZGDRONE shall calculate the interest on the amount due from the moment the Client is in default until the amount has been paid in full.
5. ZGDRONE shall be entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. ZGDRONE may, without thereby falling into default, refuse an offer of payment if the Client indicates a different sequence for the allocation of payment. ZGDRONE may refuse full repayment of the principal sum if the interest that has fallen due and accrued and the collection costs are not also paid.
6. In the event of Client’s liquidation, bankruptcy, attachment or suspension of payment, ZGDRONE’s claims against the Client shall become immediately due and payable.
7. In the event of non-compliance with the obligations by the Client, all costs incurred in order to be able to claim shall be for the Client’s account, both judicial and extrajudicial.
8. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

10 RETENTION OF TITLE

1. All goods supplied by ZGDRONE, including designs, sketches, drawings, films, photographs, 3D models, geographical data sets, software and (electronic) files, shall remain the property of ZGDRONE until the Client has fulfilled all its obligations.
2. Client is not authorised to pledge or otherwise encumber the goods falling under the retention of title.
3. If third parties seize goods delivered subject to retention of title or wish to establish or assert rights over them, the Client must inform ZGDRONE thereof as soon as may be expected.
4. Client is obliged to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage and theft and to make the insurance policy immediately available for inspection on request.
5. The goods delivered by ZGDRONE, which according to paragraph 1 of this article are subject to retention of title, may only be sold on within the framework of normal business operations, but may never be used as a means of payment.
6. In order for ZGDRONE to exercise its property rights as set out in this article, the Client shall give unconditional and irrevocable permission to ZGDRONE – or third parties to be appointed by ZGDRONE – to enter all locations where ZGDRONE’s property is located in order to repossess these goods.
7. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

11 INVESTIGATIONS, COMPLAINTS AND GRIEVANCES

1. The Client must notify ZGDRONE in writing of any complaints about the work performed within one month of the invoice date and at the latest within two months of completion of the relevant work. The notice of default must contain as detailed a description as possible of the shortcoming, so that ZGDRONE may respond adequately.
2. If a complaint is justified, ZGDRONE shall as yet perform the work as agreed, unless this has become demonstrably pointless. The latter must be stated in writing by the client.
3. If the performance of the agreed work is no longer possible or worthwhile, ZGDRONE shall be liable within the limits of Article 15.
4. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

12 WITHDRAWAL

1. If the agreement is terminated prematurely by ZGDRONE, ZGDRONE shall, in consultation with the client, arrange for the transfer of work still to be performed to third parties. This shall apply unless the cancellation is attributable to the client. If the transfer of the work involves extra costs for ZGDRONE, these shall be charged to the Client. The client is obliged to pay these costs within the specified period, unless ZGDRONE indicates otherwise.
2. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

13 SUSPENSION AND DISSOLUTION

1. ZGDRONE shall be 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 in time, or if circumstances come to the knowledge of ZGDRONE after the conclusion of the agreement which give ZGDRONE good reason to fear that the Client will not fulfil its obligations, if, upon entering into the agreement, the client was asked to provide security for the fulfilment of his obligations under the agreement and such security is not provided or is insufficient, or if, due to a delay on the part of the client, ZGDRONE can no longer be required to perform the agreement on the terms originally agreed.
2. ZGDRONE shall furthermore be authorised to dissolve the agreement if circumstances arise of such a nature that performance of the agreement is impossible, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of ZGDRONE. If the agreement is dissolved, ZGDRONE’s claims against the client shall become immediately due and payable. If ZGDRONE suspends performance of the obligations, it shall retain its claims under the law and the agreement.
3. If ZGDRONE proceeds with suspension or dissolution, the damage and costs arising in any way shall be dealt with in accordance with the normal rules on damages under the Civil Code.
4. If the dissolution is attributable to the Client, ZGDRONE shall be entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
5. If the Client fails to fulfil his obligations under the contract and this failure justifies dissolution, ZGDRONE shall be entitled to dissolve the contract forthwith and with immediate effect without any obligation on his part to pay any compensation or indemnification, whereas the Client, on account of default, shall be obliged to pay compensation or indemnification.
6. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

14 RETURN OF ITEMS MADE AVAILABLE

1. If ZGDRONE has made goods available to the Client in the execution of the order, the Client must return the goods delivered, upon written request, within 14 days in their original condition, free of defects and in their entirety. If the Client fails to fulfil this obligation, all costs resulting from this shall be at the expense of the Client.
2. If the Client, after having received a reminder, still remains in default, ZGDRONE may recover the resulting damage and costs, including replacement costs, from him.

15 LIABILITY

1. ZGDRONE is subject to a best-efforts obligation in respect of accepted assignments. If ZGDRONE should be liable, such liability shall be limited to the provisions of this clause.
2. ZGDRONE shall not be liable for any damage, of whatever nature, arising because ZGDRONE relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. ZGDRONE shall be liable only for direct damage. Indirect damage shall be understood exclusively to mean the reasonable costs incurred to establish the cause and extent of the damage, in so far as such establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have ZGDRONE’s defective performance meet the contractual requirements, in so far as such costs can be attributed to ZGDRONE, and reasonable costs incurred to prevent or limit the damage, in so far as the Client demonstrates that such costs have resulted in the limitation of direct damage as referred to in these general terms and conditions. ZGDRONE shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
4. If ZGDRONE is liable for direct loss, such liability shall be limited to a maximum of the amount of the invoice and in any event to the amount of the payment to be made by ZGDRONE’s insurer in the case in question.
5. The limitations of liability mentioned in this article shall not apply if the damage is due to intent or gross negligence on the part of ZGDRONE or its managers and subordinates.
6. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and to the extent expressly accepted by the Client. ZGDRONE is in no way liable for changes made by the software and/or hardware suppliers in relation to their products and/or services, including but not limited to user conditions, licence conditions, End-of-Live (EOL)/End-of-Sales, End-of-Support, support conditions, et cetera.

16 INDEMNITIES

The client shall indemnify ZGDRONE against any and all claims by third parties that incur damage in connection with the performance of the agreement and the cause of which is attributable to parties other than ZGDRONE. If a third party should claim against ZGDRONE on that account, the client shall be obliged to assist ZGDRONE in court and without delay to do all that may be expected of him in that case. If the Client fails to take adequate measures, ZGDRONE shall be entitled to do so itself, without notice of default. All costs and damage incurred by ZGDRONE and third parties as a result shall be fully at the expense and risk of the Client.

17 POWER

1. The parties do not have to fulfil their obligation if they are hindered by circumstances that are not due to fault, nor – according to the law – if a legal act or a generally accepted conception is for their account.
2. In addition to the provisions of the law and case law, force majeure shall include all external causes, foreseen or unforeseen, over which the contractor cannot exercise any control, but which prevent him from meeting his obligations. This shall also include strikes in the company of the contractor, illness and/or incapacity for work.
3. ZGDRONE shall also be entitled to invoke force majeure if the circumstance preventing (further) performance arises after it should have fulfilled its obligations.
4. The parties may postpone their obligations during the force majeure situation. If the force majeure situation lasts longer than two months, all parties may dissolve without any obligation to pay compensation to the other party.
5. If, at the time of force majeure, ZGDRONE has already partially fulfilled its obligations or will be able to fulfil them, it may invoice for this part. The client shall pay this statement of expenses as if it were a separate assignment.

18 CONFIDENTIALITY

1. Both parties are obliged to keep confidential information they have received for the purpose of the assignment. Information is considered confidential if this is indicated by the other party or if this becomes apparent from the (type of) information.
2. Should ZGDRONE, in accordance with a statutory provision or a judicial decision, have to disclose confidential information to third parties designated by law or the competent court, and it is unable to invoke a right to refuse to give evidence recognised or permitted by the competent court, it shall not be obliged to pay compensation or indemnification and the other party shall not be entitled to dissolve the contract on the basis of the damage caused as a result.

19 INTELLECTUAL PROPERTY AND COPYRIGHTS

1. ZGDRONE reserves the rights and powers vested in it pursuant to the Copyright Act and other intellectual laws and regulations. ZGDRONE is entitled to use the knowledge acquired in the performance of a contract for other purposes, provided that no strictly confidential information of the client is disclosed to third parties.
2. In the case of software and/or hardware deliveries, the conditions of the relevant software and/or hardware supplier shall prevail if and insofar as expressly accepted by Customer.

20 DISPATCHES

1. In the event of any disputes arising out of this Agreement or any agreements based thereon, the parties shall initially attempt to resolve such disputes by way of mediation.
2. Should it prove impossible to resolve such a dispute by means of mediation, the dispute shall be settled by the competent court in Amsterdam.

21 APPLICABLE LAW

Every assignment between ZGDRONE and the Client shall be governed by Dutch law. Even if an obligation is fully or partially performed abroad or if the Client lives or is established abroad.

22 AMENDMENTS

These terms and conditions are filed with the Chamber of Commerce in Apeldoorn. The most recently filed version or the version as it applied at the time the order was placed is always the applicable version.