Terms and Conditions

These are the Terms and Conditions of Best Byte (hereinafter referred to as “Best Byte”), a business with the address Admiraal de Ruijterweg 101-1, 1056EV, Amsterdam. Best Byte also operates under the trade name “Lucky Lemon.” All rights and obligations mentioned in these Terms and Conditions apply to both trade names, Best Byte and Lucky Lemon. Best Byte, including its trade name “Lucky Lemon,” is registered with the Chamber of Commerce under number 95608222.

1. Definitions

In these Terms and Conditions, the following terms have the meanings set out below, unless expressly stated otherwise:

Terms and Conditions: these general terms and conditions as set out herein.
Business: the Other Party acting in the exercise of a profession or business.
BW: the Dutch Civil Code.
Service: All work performed by Best Byte for or on behalf of the Other Party, in any form whatsoever.
Assignment: All work performed by Best Byte for or on behalf of the Other Party, in any form whatsoever.
Agreement: Any agreement entered into between Best Byte and the Other Party.
Other Party: the Business that has accepted these Terms and Conditions and that has engaged Best Byte to perform a Service.

Unless otherwise provided by these Terms and Conditions, any reference in these Terms and Conditions to the singular includes the plural and vice versa, and any reference to a masculine form is deemed to include a reference to a feminine form and vice versa.

2. Applicability

These Terms and Conditions apply to every offer and Agreement concluded between Best Byte and the Other Party, unless the parties have expressly agreed otherwise in writing.
These Terms and Conditions also apply to agreements with Best Byte for which third parties must be engaged for execution.
The applicability of any general terms and conditions of the Other Party is hereby expressly rejected.
Deviations from the Agreement and these Terms and Conditions are valid only if expressly agreed in writing by the parties.

3. Offers

All offers, unless expressly stated otherwise, are made without obligation and may be revoked at any time, even if they contain a term for acceptance. Offers may also be revoked by Best Byte immediately after receipt of acceptance, but no later than within two working days, in which case no agreement has been established between the parties.
All offers from Best Byte are valid for 30 days, unless otherwise stated.
Best Byte cannot be held to its offers if, in accordance with principles of reasonableness and fairness and generally accepted commercial practice, the Other Party should have understood that the offer or any part thereof contains an obvious mistake or clerical error.
If the acceptance, whether on minor points or otherwise, deviates from the offer included in the proposal, Best Byte is not bound by this. In such a case, the Agreement will not be concluded in accordance with this deviating acceptance, unless Best Byte indicates otherwise.

4. Formation of the Agreement

The Agreement is formed by the Other Party’s acceptance of Best Byte’s offer.
Offers may only be accepted in writing (including electronic acceptance). Nonetheless, Best Byte is entitled to accept an oral acceptance as if it were made in writing.
The moment an order confirmation is signed by both the Other Party and Best Byte, an Agreement between the parties is concluded, or as soon as Best Byte actually commences execution.
The Agreement supersedes and replaces all previous proposals, correspondence, arrangements, or other communication, whether written or verbal.

5. Performance of the Agreement

The Agreement will be carried out by Best Byte to the best of its knowledge and abilities, in accordance with the requirements of professional competence. Regarding the intended tasks, Best Byte has a best-efforts obligation. The applicability of Articles 7:404, 7:407(2), and 7:409 of the BW is expressly excluded.
Best Byte determines the manner in which and by which person(s) the Assignment is carried out. Best Byte is entitled to have certain work performed by third parties.
Best Byte is entitled to carry out the Agreement in stages. If the Agreement is carried out in stages, Best Byte has the right to invoice each completed part separately. As long as this invoice is not paid by the Other Party, Best Byte is not obliged to execute the following stage and has the right to suspend the Agreement.
Best Byte is entitled to the leave days previously communicated, notwithstanding any minimum number of hours in the Agreement.

6. Changes and Additional Work

If during performance of the Agreement it becomes evident that, for proper performance, it is necessary to change or supplement the Agreement, Best Byte will inform the Other Party of this as soon as possible. The parties will then proceed to amend the Agreement in a timely manner and by mutual consultation.
If the parties agree that the Agreement will be amended/supplemented, the time of completion of execution may be influenced. Best Byte will inform the Other Party of this as soon as possible.
If the change or supplement to the Agreement has financial, quantitative, and/or qualitative consequences, Best Byte will inform the Other Party in advance.
If a fixed fee or fixed price has been agreed, Best Byte will indicate to what extent the amendment/supplement to the Agreement affects the fee/price. Best Byte will endeavor, as far as possible, to issue a price quotation in advance.
Best Byte will not be able to charge additional costs if the amendment/supplement is the result of circumstances attributable to Best Byte.
Changes to the Agreement originally concluded between the parties are only valid from the moment these changes have been accepted by both parties via a supplemental or amended Agreement.

7. Obligations of the Other Party

The Other Party shall ensure that all data, equipment, or spaces that Best Byte indicates are necessary, or that the Other Party should reasonably understand are necessary for the performance of the Agreement, are made available in a timely manner. Additionally, the Other Party must grant Best Byte all powers and authorizations necessary to properly perform the Assignment.
Best Byte is not liable for any damage, of whatever nature, resulting from Best Byte having relied on incorrect and/or incomplete data provided by the Other Party, unless the incorrectness or incompleteness was known or should have been known to Best Byte.
The Other Party shall ensure that employees of the Other Party’s organization who are involved in the work are made available in a timely manner.
The Other Party must refrain from any behavior that prevents Best Byte from properly carrying out the Assignment.
If Best Byte or third parties engaged by Best Byte perform work at the Other Party’s location or a location designated by the Other Party in the context of the Assignment, the Other Party shall provide the facilities reasonably desired, free of charge.
If the Other Party has not complied with its obligations as set out in this article, Best Byte has the right to suspend the performance of the Agreement and/or charge the Other Party for the additional costs arising from the delay at the usual rates.

8. Prices

Unless expressly agreed otherwise in writing, all prices and rates stated by Best Byte are exclusive of VAT.
Prices and rates are exclusive of shipping, travel, accommodation, and other expenses, unless otherwise agreed.
If no explicit rate has been agreed, the rate will be determined based on the actual hours worked and Best Byte’s usual rates.
Best Byte will provide the Other Party with an estimate or the data on which the costs can be calculated for all additional costs in a timely manner before concluding the Agreement.
If, at the time of conclusion of the Agreement, Best Byte agrees a fixed price or fixed rate, Best Byte is still entitled to increase it, even if the price or rate was not originally given under reservation.
If Best Byte intends to change the price or rate, it shall notify the Other Party as soon as possible.
If the price or rate increase occurs within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:
a. the increase results from a power or an obligation resting on Best Byte pursuant to the law;
b. the increase is caused by a rise in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc., or on other grounds that could not reasonably have been foreseen when entering into the Agreement;
c. Best Byte is still willing to perform the Agreement on the basis of the originally agreed conditions; or
d. it was stipulated that performance would take place more than three months after the conclusion of the Agreement.

9. Payment

Payment shall be made by transferring the amount due to a bank account designated by Best Byte, unless otherwise agreed.
Best Byte will issue an invoice for the amounts owed by the Other Party. Unless otherwise stated on the invoice or agreed upon, the payment term for each invoice is 14 days from the invoice date.
Invoicing takes place monthly, unless otherwise agreed.
Best Byte and the Other Party may agree that payment is made in installments in proportion to the progress of the work. If payment in installments is agreed, the Other Party shall make payments according to the installments and percentages laid down in the Agreement.
Any objections to the amount of an invoice do not suspend the Other Party’s payment obligation.
The Other Party is not entitled to deduct any amount from the sum owed on the grounds of a purported counterclaim.
In the event of non-payment or late payment, the Other Party is in default by operation of law without further notice of default being required. From the date the payment became due, the Other Party owes statutory commercial interest until the date of full settlement, whereby interest on part of a month is calculated over the entire month.
In respect of extrajudicial (collection) costs, Best Byte is entitled to compensation of 15% of the total outstanding principal sum, with a minimum of €100 for each invoice that is not paid in full or in part.
In the event of bankruptcy, suspension of payments, liquidation, attachment of assets in general, death, or legal guardianship, Best Byte’s claims and the Other Party’s obligations to Best Byte become immediately due and payable.
Any reasonable judicial and enforcement costs incurred are also borne by the Other Party.

10. Complaints

The Other Party is obliged to examine whether the Assignment performed meets the Agreement at the time of execution, but in any event within 7 days after execution.
Complaints must be reported to Best Byte in writing within 7 days after execution of the Assignment.
The right to (partial) refund of the price, replacement, or compensation expires if the complaint is not reported within the prescribed period, unless the nature of the Assignment or the circumstances of the case justify a longer period.
The payment obligation is not suspended if the Other Party notifies Best Byte of a complaint within the set timeframe.

11. Delivery Period

If a period for delivery has been agreed or indicated, this period is indicative only and shall never be considered a strict deadline, unless expressly agreed otherwise in writing.
Best Byte is not liable for damages incurred by the Other Party resulting from any delay in delivery, unless the delay is caused by Best Byte’s intent or gross negligence.
If Best Byte requires data, materials, or instructions from the Other Party that are essential for delivery, the delivery period commences after the Other Party has provided these to Best Byte.
Even after expiration of any agreed delivery periods, Best Byte is not in default by operation of law. A further written notice of default is always required, allowing Best Byte a minimum of 14 days to fulfill its obligations.
No notice of default is required if delivery has become permanently impossible or if it otherwise appears that Best Byte will not fulfill its obligations under the Agreement. If Best Byte does not deliver within this period, the Other Party is entitled to terminate the Agreement in accordance with Article 265 of Book 6 of the Dutch Civil Code.

12. Force Majeure and Unforeseen Circumstances

Neither Best Byte nor the Other Party can be held liable for a shortcoming if it is not attributable to their fault, nor by virtue of law, legal act, or generally accepted practice. In such cases, neither party is required to fulfill any obligations arising from the Agreement.
In these Terms and Conditions, “force majeure” means, in addition to what is understood by law and case law, all external causes, foreseen or unforeseen, over which Best Byte has no influence and which render Best Byte unable to fulfill its obligations.
Force majeure for Best Byte will in any event include:
a. strikes;
b. disruptions in transport;
c. government measures that prevent Best Byte from fulfilling its obligations on time or properly;
d. riots, civil commotion, war;
e. traffic obstructions;
f. shortage of labor;
g. extreme weather conditions;
h. fire;
i. import, export, and/or transit bans; and/or
j. any circumstance that disrupts the normal course of business such that the Other Party cannot reasonably expect Best Byte to fulfill the Agreement.

13. Termination of the Agreement

The parties may terminate the Agreement at any time by mutual consent.
The parties may terminate the Agreement in writing at any time with one month’s notice.
The parties may terminate the Agreement with immediate effect in writing if:
a. the other party applies for or is granted a suspension of payments;
b. the other party files for bankruptcy or is declared bankrupt; or
c. the other party is liquidated or permanently ceases its business operations.
In the event the Agreement is dissolved, Best Byte’s claims against the Other Party become immediately due and payable. If Best Byte suspends performance of its obligations, it shall retain its rights under the law and the Agreement. Best Byte always reserves the right to claim damages.

14. Liability

Best Byte is only liable for direct damage caused by intent or gross negligence on the part of Best Byte, and only up to the amount paid out by the insurer to Best Byte or up to the invoice amount, or a maximum of €5,000 if the invoice amount exceeds €5,000.
“Direct damage” shall be understood to mean exclusively:
a. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions;
b. reasonable costs incurred to have Best Byte’s defective performance conform to the Agreement, insofar as they can be attributed to Best Byte; or
c. reasonable costs incurred to prevent or limit damage, provided the Other Party demonstrates that these costs resulted in a limitation of direct damage as defined in these Terms and Conditions.
Best Byte is never liable for indirect damage, including but not limited to consequential damage, loss of profit, missed savings, business interruption, damage resulting from the provision of incorrect cooperation and/or information by the Other Party, damage due to advice or information provided by Best Byte on a no-obligation basis where the content is not expressly part of the Agreement, or any damage that does not fall under direct damage as defined in these Terms and Conditions.
Best Byte shall not be liable for errors in materials provided by the Other Party or for misunderstandings or errors regarding the execution of the Agreement if they are caused by actions of the Other Party, such as not providing complete, sound, and clear data/materials in a timely manner.
Best Byte shall never be liable for errors if the Other Party has previously approved or was given the opportunity to perform a check and indicated that such a check was unnecessary.
The limitations of liability in this article also apply for the benefit of any third parties engaged by Best Byte for the execution of the Agreement, and Best Byte shall never be liable for damage caused by deficiencies of these third parties.
Best Byte is not liable for damage or loss of documents during transport or mailing, whether carried out by or on behalf of Best Byte, the Other Party, or third parties.

15. Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from another source within the scope of the Agreement. Information is deemed confidential if the other party indicates it as such or if this follows from the nature of the information. The party receiving confidential information shall use it only for the purpose for which it was provided.
If, pursuant to a statutory provision or a court ruling, Best Byte is required to disclose confidential information to third parties designated by law or by the competent court, and Best Byte cannot invoke a right to refuse to give evidence recognized or permitted by law or by the competent court, Best Byte shall not be liable for damages or compensation, and the Other Party is not entitled to dissolve the Agreement on the grounds of any resulting damage.
Notwithstanding the foregoing, Best Byte is permitted to include the Other Party’s name on a list of clients, which may be published on its website or otherwise disclosed to third parties, unless otherwise agreed.

16. Indemnification

To the extent permitted by law, the Other Party shall indemnify Best Byte against any liability toward one or more third parties arising from and/or related to the performance of the Agreement, regardless of whether the damage was caused or inflicted by Best Byte or by its auxiliary person(s), auxiliary items, or delivered Products or Services.
Additionally, to the extent permitted by law, the Other Party shall indemnify Best Byte against any and all third-party claims relating to any infringement of these third parties’ intellectual property rights.
The Other Party is always obliged to do everything necessary to limit the damage.

17. Intellectual Property

All intellectual property rights to all products, materials, analyses, designs, sketches, software, documentation, advice, reports, (electronic) information, as well as any preparatory materials (collectively the “IP Materials”) developed or made available in the context of the performance of the Agreement, reside exclusively with Best Byte or its licensors.
The Other Party only obtains those rights and powers with respect to the IP Materials that arise from the Agreement and/or are explicitly granted in writing.
The Other Party is not permitted to transfer any acquired rights or authorities related to the IP Materials to third parties without the prior written consent of Best Byte.
The Other Party is not permitted to remove or modify any indication of intellectual property rights such as copyrights, trademark rights, or trade names from the IP Materials, unless otherwise agreed.
Best Byte is entitled to take technical measures to protect the IP Materials. If Best Byte has secured the IP Materials by technical means, the Other Party is not permitted to remove or circumvent such security measures.
Any exploitation, reproduction, use, or disclosure by the Other Party of the IP Materials that falls outside the scope of the Agreement or the granted rights and powers shall be deemed an infringement of Best Byte’s intellectual property rights.
No infringement of intellectual property rights shall be deemed to have occurred if the Other Party has obtained explicit written permission from Best Byte for exploitation, reproduction, use, or disclosure of the IP Materials outside the scope of the Agreement or the granted rights and powers.
All IP Materials developed by Best Byte for the performance of the Agreement may be used by Best Byte for its own promotional purposes, unless otherwise agreed with the Other Party.

18. Privacy

Best Byte respects the Other Party’s privacy. Best Byte processes all personal data provided to it in accordance with applicable legislation, in particular the General Data Protection Regulation (GDPR). The Other Party consents to such processing. Best Byte uses appropriate security measures to protect the Other Party’s personal data.
Best Byte will only use the Other Party’s personal data in the context of executing the Agreement or handling a complaint.
For more information on privacy, please refer to Best Byte’s website.

19. Expiration Period

Notwithstanding the statutory limitation periods, all claims and/or entitlements that the Other Party may have against Best Byte and/or any third parties possibly engaged by Best Byte expire after one year from the moment an event occurs that allows the Other Party to invoke such rights and/or entitlements against Best Byte and/or any third parties possibly engaged by Best Byte.

20. Transfer

The Other Party is not permitted to transfer rights and obligations arising from the Agreement to third parties without prior written permission from Best Byte.
Best Byte is entitled to impose conditions on granting such permission.

21. Continuing Effect

The provisions of these Terms and Conditions and the Agreement which, by their nature or explicit wording, are intended to remain in force even after termination of the Agreement, shall remain effective thereafter and shall continue to bind both parties.

22. Miscellaneous

Any deviations from these Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to subsequently entered legal relationships.
Unless proven otherwise, the administration of Best Byte constitutes evidence of applications made by the Other Party. The Other Party acknowledges that electronic communications may serve as proof.
If and insofar as any provision of these Terms and Conditions or the Agreement is declared null or void, the remaining provisions of these Terms and Conditions and the Agreement shall remain in full force. Best Byte will then determine a new provision to replace the nullified/voided provision, taking into account the purpose of the original provision as far as possible.
The place of performance of the Agreement is deemed to be the place where Best Byte is established.

23. Governing Law and Choice of Forum

All Agreements, these Terms and Conditions, and all non-contractual rights and obligations arising from them are in all respects governed by Dutch law.
All disputes between Best Byte and the Other Party arising from or relating to an Agreement and/or these Terms and Conditions, as well as agreements resulting therefrom, shall in the first instance be submitted to the competent court of the District Court of Amsterdam.

Best Byte