Terms of service

Definitions

1. Olivida: Olivida B.V., located at Rijswijk under Chamber of Commerce no. 80835643.
2. Customer: the one with whom Olivida has entered into an agreement.
3. Parties: Olivida and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

 Applicability of general terms and conditions

1. These conditions apply to all quotes, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Olivida.
2. Parties can only deviate from these conditions if they have expressly and in writing agreed to do so.
3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Prices

1. All prices that Olivida uses are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. All prices that Olivida uses for its products or services, on its website or otherwise made known, can Olivida change at any time. 
3. Increases in the cost prices of products or parts thereof, which Olivida could not foresee at the time of making the offer c.q.The establishment of the agreement may lead to price increases.
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a legal regulation.
5. The price for a service is determined by Olivida based on the actual hours spent.
6. The price is calculated according to the usual hourly rates of Olivida, applicable for the period in which he performs the work, unless a different hourly rate has been agreed.
7. If parties have agreed on a total amount for a service by Olivida , this is always an estimate, unless the parties have expressly and in writing agreed on a fixed price, from which no deviation is allowed.
8. Olivida is entitled to deviate up to 10% from the target price.
9. If the target price is going to be more than 10% higher,  Olivida must inform the customer in time why a higher price is justified.
10. If the target price is going to be more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
11. Olivida has the right to adjust prices annually.
12. Prior to its commencement,  Olivida will communicate price adjustments to the customer.
13. The consumer has the right to terminate the agreement with Olivida if he does not agree with the price increase.

Payments and Payment Terms

1. Olivida may require a down payment of up to 50% of the agreed amount when entering into the agreement. 
2. The customer must have made payments afterwards within 7 days after delivery of the product.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term, he is in default and in breach by operation of law, without Olivida needing to send the customer a reminder c.q. in default. 
4. Olivida reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.

Consequences of not paying on time

1. If the customer does not pay within the agreed term, then Olivida is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted as a whole month.
2. When the customer is in default, he is also liable for extrajudicial collection costs and any damages to Olivida. 
3. The collection costs are calculated based on the Decision on compensation for extrajudicial collection costs. 
4. If the customer does not pay on time, Olivida may suspend its obligations until the customer has fulfilled his payment obligation. 
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of Olivida on the customer are immediately due. 
6. If the customer refuses to cooperate in the execution of the agreement by Olivida, he is still obliged to pay the agreed price to Olivida. 

&Right of claim 

1. As soon as the customer is in default, Olivida is entitled to invoke the right of claim with regard to the unpaid products delivered to the customer.
2. Olivida invokes the right of recall through a written or electronic communication.
3. As soon as the customer is informed of the invoked right of recall, the customer must immediately return the products to which this right applies to Olivida, unless the parties agree otherwise. 
4. The costs for retrieving or returning the products are at the expense of the customer.

Right of Withdrawal 

1. A consumer can dissolve an online purchase during a reflection period of 14 days without giving any reason, provided that:

• the product has not been used
• it is not a product that can spoil quickly, such as food or flowers
• it is not a product that has been specially made or adapted for the consumer
• it is not a product that cannot be returned for hygiene reasons (underwear, swimwear, etc.)
• the seal is still intact
• the product is not a travel, transport ticket, catering order or form of leisure activity
• the product is not a single magazine or newspaper
• it does not concern an (order for) emergency repair
• the consumer has not waived his right of withdrawal

1. The reflection period of 14 days as mentioned in paragraph 1, starts:

1. &
2. on the day after the consumer has received the last product or part of 1 order
3. as soon as the consumer has received the first product in a subscription
4. as soon as the consumer has first used a service
5. as soon as the consumer has confirmed that he will purchase digital content via the internet

1. The consumer can express his appeal to the right of withdrawal via info@olivida.nl, if desired with the help of the withdrawal form that can be downloaded from the website of Olivida, https://olivida.nl/.
2. The consumer is obliged to return the product to Olivida within 14 days of making known his right of withdrawal, failing which his right of withdrawal will lapse. 
3. The costs for returning are only for the account of Olivida if the entire order is returned.
4. If the purchase costs and any other costs (such as shipping and return costs) are eligible for refund according to the law,  Olivida will refund these costs to the consumer within 14 days after receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to Olivida in a timely manner.

Right of Suspension

 

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

 

Right of Retention 

1. Olivida may invoke its right of retention and in that case retain products of the customer until the customer has settled all outstanding invoices with regard to Olivida , unless the customer has provided sufficient security for those costs. 
2. The right of retention also applies based on previous agreements from which the customer still owes payments to Olivida.
3. Olivida is never liable for any damage that the customer may possibly suffer as a result of exercising his right of retention.

Set-off&

 

Unless the customer is a consumer, the customer waives his right to offset a debt to Olivida with a claim on Olivida. 

 

Retention of Title 

1. Olivida remains the owner of all delivered products until the customer has fully met all his payment obligations towards Olivida based on any agreement concluded with Olivida , including claims regarding failure to comply.
2. Until that time,  Olivida can invoke its retention of title and take back the goods. 
3. Before the ownership has transferred to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products. 
4. If Olivida exercises its retention of title, the agreement is considered dissolved and Olivida has the right to claim compensation, lost profits and interest. 

Delivery

1. &Delivery takes place while stocks last.
2. Delivery takes place at Olivida, unless otherwise agreed by the parties.
3. Delivery of online ordered products takes place at the address indicated by the customer. 
4. If the agreed amounts are not paid or not paid on time,  Olivida has the right to suspend its obligations until the agreed part has been paid. 
5. In case of late payment, there is a creditor's default, as a result of which the customer cannot object to a late delivery to Olivida .

Delivery time 

1. The delivery times given by Olivida are indicative and do not give the customer the right to dissolution or compensation in case of exceeding them, unless parties have explicitly and in writing agreed otherwise.
2. The delivery time starts at the moment the customer has fully completed the (electronic) ordering process and has received an (electronic confirmation) of this from Olivida.
3. Exceeding the specified delivery time does not entitle the customer to compensation, nor the right to dissolve the agreement, unless Olivida cannot deliver within 14 days after being formally notified in writing, or if the parties have agreed otherwise. 

Actual delivery

 

The customer must ensure that the actual delivery of the products ordered by him can take place in a timely manner.

 

Transportation costs 

 

Transportation costs are at the expense of the customer, unless the parties have agreed otherwise.

 &

Packaging and Shipping

1. If the packaging of a delivered product is opened or damaged, the customer should, before accepting the product, have this noted by the courier c.q. If this is not done, Olivida cannot be held liable for any damage.
2. If the customer arranges for the transport of a product themselves, they should report any visible damage to the products or the packaging prior to transport to Olivida. If this is not done, Olivida cannot be held liable for any damage.

Insurance

1. The customer is obliged to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
   • delivered items that are necessary for the execution of the underlying agreement
   • items of Olivida that are present at the customer's premises
   • items that have been delivered under retention of title

1. The customer will provide the policy of these insurances for inspection at the first request of Olivida .

Storage 

1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs resulting from early or late acceptance of products are entirely at the expense of the customer.

Warranty

1. When parties have entered into a service agreement, this contains only obligations of effort for Olivida , not obligations of result. 
2. The warranty relating to products applies exclusively to defects caused by faulty manufacture, construction or material. 
3. The warranty does not apply in the case of normal wear and tear and damage resulting from accidents, modifications made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between parties, transfers to the customer at the moment they are legally and/or factually delivered, or at least come into the power of the customer or a third party who receives the product on behalf of the customer. 

Exchange 

1. Exchange is only possible if the following conditions are met:

• exchange takes place within 60 days of purchase upon presentation of the original invoice
• the product is returned in the original packaging c.q. with the original (price) tags still attached
• the product has not been used yet

1. Discounted items, perishable items such as food, custom-made items or items specially adapted for the customer cannot be exchanged.

 

Execution of the agreement 

1. Olivida executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. 
2. Olivida has the right to have the agreed service (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer. 
4. It is the responsibility of the customer that Olivida can start the execution of the agreement in a timely manner.
5. If the customer has not ensured that Olivida can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Information provided by the customer 

1. The customer provides all information, data and documents that are relevant for the correct execution of the agreement in a timely manner and in the desired form and manner to Olivida.
2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents provided, even if they originate from third parties, unless the nature of the agreement dictates otherwise. 
3. If and insofar as the customer requests this, Olivida returns the relevant documents. 
4. If the customer does not provide, does not provide on time, or does not properly provide the information, data or documents reasonably required by Olivida, and the execution of the agreement is thereby delayed, then the resulting extra costs and extra hours are at the customer's expense.

&Duration of the agreement concerning a service

1. The agreement between Olivida and the customer concerning a service or services is entered into for an indefinite period, unless the nature of the agreement implies otherwise or the parties have expressly agreed otherwise in writing. 
2. If a fixed-term agreement has been entered into, it will be tacitly converted into an indefinite-term agreement after the term has expired, unless one of the parties terminates the agreement with a notice period of  months, c.q. a consumer terminates the agreement with a notice period of 1 month, causing the agreement to end by operation of law.
3. If the parties have agreed on a term for the completion of certain tasks within the duration of the agreement, this is never a fatal term. If this term is exceeded, the customer must put Olivida in default in writing. 

Termination of indefinite term service agreement 

1. The customer can terminate an agreement for a service that has been entered into for an indefinite period at any time, observing a notice period of 1 month.
2. A consumer has the right to terminate an agreement for a service for an indefinite period, observing a notice period of 1 month.

Confidentiality 

1. The customer keeps any information he receives (in any form) from Olivida confidential.
2. The same applies to all other information concerning Olivida of which he knows or can reasonably suspect to be secret or confidential, or of which he can expect that its dissemination Olivida could cause damage.
3. The customer takes all necessary measures to ensure that he also keeps the information mentioned in paragraphs 1 and 2 confidential. 
4. The confidentiality obligation described in this article does not apply to information:
   • that was already public before the customer learned this information or that later became public without this being the result of a breach of the customer's confidentiality obligation
   • that is made public by the customer due to a legal obligation 

1. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years thereafter.

Penalty Clause

1. If the other party violates the article of these general terms and conditions regarding confidentiality or intellectual property, then they forfeit an immediately claimable penalty for each violation in favor of the trade name.

• If the other party is a consumer, this penalty amounts to € 1,000
• If the other party is a legal entity, this penalty amounts to € 5,000

1. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues.
2. No prior notice of default or legal procedure is required to forfeit this penalty. There also does not need to be any form of damage. 
3. The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Olivida including its right to claim damages in addition to the fine.

Indemnification

 

The customer indemnifies Olivida against all claims from third parties related to the products and/or services provided by Olivida . 

 

Complaints

1. The customer must inspect a product or service provided by Olivida as soon as possible for any shortcomings.
2. If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must inform  Olivida as soon as possible, but in any case within 1 month after noticing the shortcomings. 
3. Consumers must inform  Olivida at the latest within 2 months after noticing the shortcomings.
4. The customer provides as detailed a description as possible of the shortcoming, so that  Olivida is able to respond adequately. 
5. The customer must prove that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in no case lead to Olivida being obliged to perform other tasks than those agreed upon.

Notice of Default

1. The customer must make notices of default known to Olivida
2. in writing.
3. It is the responsibility of the customer that a notice of default Olivida actually reaches (in time). 

Joint and Several Liability of the Customer

 

If Olivida enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Olivida under that agreement. 

 

Liability Olivida

1. Olivida is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
2. If Olivida is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. Olivida is never liable for indirect damage, such as consequential damage, lost profits, missed savings or damage to third parties.
4. If Olivida is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are approximate only and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration period

 

Any right of the customer to compensation from Olivida expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provision in article 6:89 of the Civil Code.

Right to dissolution

1. The customer has the right to dissolve the agreement when Olivida attributably fails to fulfill its obligations, unless this failure, given its special nature or minor significance, does not justify the dissolution. 
2. If the fulfillment of the obligations by Olivida is not permanently or temporarily impossible, then dissolution can only take place after Olivida is in default. 
3. Olivida has the right to terminate the agreement with the customer, if the customer does not fully or timely fulfill his obligations from the agreement, or if Olivida has knowledge of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations. 

Force Majeure

1. In addition to what is stipulated in article 6:75 of the Dutch Civil Code, a shortcoming of Olivida in the fulfillment of any obligation towards the customer cannot be attributed to Olivida in a situation independent of the will of Olivida , which prevents the fulfillment of its obligations towards the customer in whole or in part, or whereby the fulfillment of its obligations cannot reasonably be expected from Olivida . 
2. The force majeure situations referred to in paragraph 1 also include - but are not limited to - emergency situations (such as civil war, insurrection, riots, natural disasters, etc.); breaches of contract and force majeure by suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions. 
3. If a force majeure situation occurs whereby Olivida cannot fulfill one or more obligations to the customer, those obligations are suspended until Olivida can meet them again. 
4. From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing. 
5. Olivida is not liable for any (damage) compensation in a force majeure situation, even if it benefits from the force majeure situation.

Amendment of the agreement 

 

If it turns out to be necessary to change or supplement the content of the agreement after its conclusion for its execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

 

Amendment of general terms and conditions

1. Olivida is entitled to change or supplement these general terms and conditions. 
2. Changes of minor importance can be implemented at any time. 
3. Olivida will discuss major substantive changes as much as possible with the customer in advance.
4. Consumers are entitled to terminate the agreement in the event of a significant change in the general terms and conditions. 

Transfer of rights

1. The customer's rights from an agreement between parties cannot be transferred to third parties without the prior written consent of Olivida. 
2. This provision applies as a clause with proprietary effect as referred to in article 3:83, second paragraph, Civil Code. 

Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the remaining provisions of these conditions. 
2. A provision that is null or voidable is in that case replaced by a provision that comes closest to what Olivida had in mind when drafting the conditions on that point.

Applicable law and competent court

1. Every agreement between parties is exclusively governed by Dutch law. 
2. The Dutch court in the district where Olivida is established / practices / has its office has exclusive jurisdiction to hear any disputes between parties, unless the law prescribes otherwise.

Drafted on January 11, 2021.