Article 1 – Definitions

• Culex Consultancy BV: EHatec – European Halal Academy & Training Centre, located in Amsterdam, Chamber of Commerce number 73863491.
• Customer: the person with whom Culex Consultancy BV has entered into an agreement.
• Parties: Culex Consultancy BV and Customer together.
• Consumer: a Customer who is also an individual acting in a private capacity.

Article 2 – Applicability

• These terms and conditions apply to all offers, quotations, activities, orders, agreements, and deliveries of services or products by or on behalf of Culex Consultancy BV.
• Culex Consultancy BV and the Customer can only deviate from these terms if agreed upon in writing.
• Culex Consultancy BV and the Customer expressly exclude the applicability of the Customer’s general terms and conditions or those of others.

Article 3 – Prices

• Culex Consultancy BV uses prices in euros including VAT and excluding any other costs such as administration or shipping costs unless otherwise agreed in writing.
• Culex Consultancy BV may always change the prices of its services and products on its website and in other communications.
• Culex Consultancy BV and the Customer agree on a total amount as a guideline for a service by Culex Consultancy BV unless otherwise agreed in writing.
• Culex Consultancy BV may deviate up to 10% from the guideline price.
• Culex Consultancy BV must inform the Customer in time why a higher price is justified if the guideline price is to exceed by more than 10%.
• The Customer may cancel the part of the assignment that exceeds the guideline price (plus 10%) if the guideline price exceeds by more than 10%.
• Culex Consultancy BV may adjust prices annually.
• Culex Consultancy BV will notify the Customer of price adjustments prior to their implementation.
• A consumer may cancel the agreement with Culex Consultancy BV if they disagree with the price increase.

Article 4 – Payments and Payment Term

• Culex Consultancy BV may request a down payment of up to 50% of the agreed amount when entering into the agreement.
• The Customer must make a payment within 7 days after delivery.
• The payment terms used by Culex Consultancy BV are strict deadlines. If the Customer has not paid the agreed amount by the last day of the payment term, they are automatically in default and in breach without Culex Consultancy BV needing to send a reminder or notice of default.
• Culex Consultancy BV may condition a delivery on immediate payment or require a security for the total amount of services or products.
• The Customer pays for products directly.
• Culex Consultancy BV may request a down payment of up to 50% of the agreed amount for a service when entering into the agreement.
• The Customer must pay invoices within 7 days of the invoice date to Culex Consultancy BV unless otherwise agreed or stated on the invoice.
• The mentioned payment terms are strict deadlines. If the Customer has not paid the amount by the last day of the payment term, they are automatically in default and in breach without Culex Consultancy BV needing to send a reminder or notice of default.
• Culex Consultancy BV may condition a delivery on immediate payment or require a security for the total amount of the service.

Article 5 – Right of Reclamation

• If the Customer is in default, Culex Consultancy BV may invoke the right of reclamation concerning the unpaid products delivered to the Customer.
• Culex Consultancy BV uses its right of reclamation by sending a written or electronic notice to the Customer.
• As soon as the Customer is informed of the invoked right of reclamation, the Customer must immediately return the relevant products to Culex Consultancy BV unless otherwise agreed in writing.
• The Customer pays the costs of returning the products mentioned in paragraph 3.

Article 6 – Right of Withdrawal

• A consumer may cancel an online purchase within 14 days without giving reasons. This right of withdrawal does not apply if:
  • The product has been used.
  • The product is perishable such as food or flowers.
  • The product is made or customized specifically for the consumer.
  • The product cannot be returned for hygiene reasons such as underwear and swimwear.
  • The seal is not intact for data carriers with digital content such as DVDs or CDs.
  • The product or service concerns accommodation, a trip, a restaurant service, transport, a catering order, or a form of leisure activity.
  • The product is a single magazine or newspaper.
  • It concerns an urgent repair.
  • It concerns bets or lotteries.
  • The consumer has waived the right of withdrawal.
  • It concerns a service that is fully performed with the Customer’s consent within the withdrawal period, and the Customer has expressly declared to waive the right of withdrawal.
• The 14-day cooling-off period starts:
  • On the day after the consumer receives the last product or part of an order.
  • As soon as the consumer enters into an agreement for the provision of a service.
  • As soon as the consumer confirms that they will purchase digital content via the internet.
• The consumer can use the cooling-off period by sending an email with that subject to info@ehatec.com, possibly using the withdrawal form available on the Culex Consultancy BV website www.ehatec.nl.
• The consumer is obliged to return the product to Culex Consultancy BV within 14 days after notifying the withdrawal, failing which the right of withdrawal expires.

Article 7 – Reimbursement of Delivery Costs

• If the consumer has withdrawn the purchase in time and returned the entire order to Culex Consultancy BV in time, Culex Consultancy BV will refund any shipping costs paid by the consumer within 14 days of receiving the timely and fully returned order.
• The delivery costs are only borne by Culex Consultancy BV insofar as the entire order is returned.

Article 8 – Reimbursement of Return Costs

• If the consumer invokes their right of withdrawal and returns the entire order in time, the Customer pays the costs for this.

Article 9 – Suspension Right

• Unless the Customer is a consumer, they waive the right to suspend compliance with any obligation arising from this agreement.

Article 10 – Right of Retention

• Culex Consultancy BV may use its right of retention and keep products of the Customer until the Customer has paid all outstanding invoices of Culex Consultancy BV unless the Customer has provided sufficient security for those costs.
• The right of retention also applies based on previous agreements from which the Customer still owes money to Culex Consultancy BV.
• Culex Consultancy BV is not liable for any damage the Customer may suffer due to the use of its right of retention.

Article 11 – Set-off

• Unless the Customer is a consumer, they waive the right to set off a debt to Culex Consultancy BV with a claim against Culex Consultancy BV.

Article 12 – Retention of Title

• Culex Consultancy BV remains the owner of all delivered products until the Customer has paid all outstanding invoices of Culex Consultancy BV related to an underlying agreement, including claims due to failure to perform.
• Until the title has transferred to the Customer, the Customer may not pledge, sell, alienate, or encumber the products in any other way.
• If Culex Consultancy BV exercises its retention of title, this voids the agreement, and Culex Consultancy BV may claim damages, lost profits, and interest from the Customer.

Article 13 – Delivery

• Delivery is subject to availability.
• Delivery takes place at Culex Consultancy BV unless otherwise agreed.
• Delivery of online ordered products takes place at the address provided by the Customer.
• If the Customer does not pay the agreed amounts on time, Culex Consultancy BV may suspend its obligations until the Customer pays.
• In case of late payment, there is creditor default, and the Customer cannot hold Culex Consultancy BV liable for late delivery.

Article 14 – Delivery Time

• The delivery times of Culex Consultancy BV are indicative. If delivery is later, the Customer cannot derive any rights from this unless otherwise agreed in writing.
• The delivery time starts when the Customer has completed the ordering process and received confirmation from Culex Consultancy BV.
• The Customer is not entitled to compensation and cannot cancel the agreement if Culex Consultancy BV delivers later than agreed. The Customer can cancel the agreement if this is agreed in writing or if Culex Consultancy BV cannot deliver within 14 days after being notified in writing or if the Customer and Culex Consultancy BV have agreed otherwise.

Article 15 – Actual Delivery

• The Customer must ensure that the actual delivery of their ordered products can take place on time.

Article 16 – Transport Costs

• The Customer pays for the transport costs unless the Customer and Culex Consultancy BV have agreed otherwise in writing.

Article 17 – Packaging and Shipping

• If the packaging of a delivered product is opened or damaged, the Customer must have the carrier make a note of this before accepting the product. If the Customer does not do this, they cannot hold Culex Consultancy BV liable for any damage.
• If the Customer arranges the transport of a product themselves, they must report any visible damages to the products or packaging to Culex Consultancy BV before transport. If the Customer does not do this, they cannot hold Culex Consultancy BV liable for any damage.

Article 18 – Insurance

• The Customer must adequately insure and keep insured against, among other things, fire, explosion, and water damage and theft:
  • Delivered items necessary for the execution of the underlying agreement.
  • Items of Culex Consultancy BV present at the Customer’s location.
  • Items delivered under retention of title.
• The Customer provides the insurance policy for inspection at the first request of Culex Consultancy BV.

Article 19 – Storage

• If the Customer takes delivery of ordered products later than the agreed delivery date, the risk of any quality loss is entirely for the Customer.
• Any additional costs resulting from premature or delayed acceptance of products are entirely at the Customer’s expense.

Article 20 – Warranty

• If the Customer and Culex Consultancy BV have entered into an agreement with a service character, it contains only a best-efforts obligation for Culex Consultancy BV and no obligation of result.
• The warranty on products applies only to defects caused by faulty manufacturing or construction or defective material.
• The warranty does not apply to:
  • Normal wear and tear.
  • Damage caused by accidents.
  • Damage caused by modifications made to the product.
  • Damage due to negligence or improper use by the Customer.
  • When the cause of the defect cannot be clearly determined.
• The risk of loss, damage, or theft of the products delivered by Culex Consultancy BV passes to the Customer as soon as they are legally or factually delivered to the Customer or a third party receiving the product on behalf of the Customer.

Article 21 – Execution of the Agreement

• Culex Consultancy BV executes the agreement to the best of its knowledge and ability and according to the requirements of good workmanship.
• Culex Consultancy BV may have the agreed service provided entirely or partly by others.
• The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Customer.
• The Customer must ensure that Culex Consultancy BV can start the execution of the agreement on time.
• If the Customer does not ensure that Culex Consultancy BV can start on time, the resulting additional costs are at the Customer’s expense.

Article 22 – Information Provided by the Customer

• The Customer makes all information, data, and documents relevant to the correct execution of the agreement available to Culex Consultancy BV in a timely manner and in the desired form and manner.
• The Customer guarantees the accuracy and completeness of the provided information, data, and documents, even if they come from third parties, unless otherwise arising from the nature of the agreement.
• If the Customer requests, Culex Consultancy BV returns the relevant documents.
• If the Customer does not, not timely, or not properly make the reasonably requested information, data, or documents available to Culex Consultancy BV, and the execution of the agreement is delayed as a result, the resulting additional costs and additional hours are at the Customer’s expense.

Article 23 – Duration of Service Agreement

• The agreement between Culex Consultancy BV and the Customer regarding a service or services is entered into for an indefinite period unless otherwise arising from the nature of the agreement or agreed otherwise.
• If the Customer enters into an agreement for a fixed period, it is tacitly converted into an agreement for an indefinite period after the term expires unless one of the parties terminates the agreement with a notice period of 2 months or a consumer terminates the agreement with a notice period of 1 month, whereby the agreement automatically ends.

Article 24 – Termination of Indefinite Service

• The Customer can terminate an agreement for a service of indefinite duration with a notice period of 2 months.
• A consumer can terminate an agreement for a service of indefinite duration with a notice period of 1 month.

Article 25 – Intellectual Property

• Culex Consultancy BV retains all intellectual property rights to all designs, drawings, writings, data carriers with data, or other information, quotations, images, sketches, models, and maquettes unless otherwise agreed.
• The Customer may not show, make available to others, or use the intellectual property rights in paragraph 1 without prior written permission from Culex Consultancy BV.

Article 26 – Confidentiality

• The Customer keeps all information received from Culex Consultancy BV confidential in any form.
• The same applies to all other information regarding Culex Consultancy BV that the Customer knows or can reasonably suspect is confidential or secret, or if its dissemination can be expected to harm Culex Consultancy BV.
• The Customer takes all necessary measures to ensure that the information in paragraphs 1 and 2 is kept confidential.
• The confidentiality obligation described in this article does not apply to information:
  • That was already public before the Customer learned of this information or later became public without this being due to a breach of the confidentiality obligation by the Customer.
  • That is made public by the Customer under a legal obligation.
• The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 27 – Penalty Clause

• If the Customer breaches the article on confidentiality or intellectual property, they must pay Culex Consultancy BV an immediately payable penalty for each breach.
• If the Customer is a consumer, the penalty in paragraph 1 amounts to €1,000.
• If the Customer is not a consumer, the penalty in paragraph 1 amounts to €5,000.
• Additionally, the Customer must pay an amount of 5% of the applicable amount in paragraphs 2 or 3 for each day that the breach continues.
• The Customer must pay the penalty in paragraph 1 without the need for a notice of default or legal proceedings. There does not need to be any damage.
• Culex Consultancy BV may, in addition to the penalty in paragraph 1, also claim damages from the Customer.

Article 28 – Indemnity

• The Customer indemnifies Culex Consultancy BV against all claims from others relating to the products and/or services delivered by Culex Consultancy BV.

Article 29 – Complaints

• The Customer must examine a product or service provided by Culex Consultancy BV as soon as possible for any shortcomings.
• If a delivered product or service does not meet what the Customer reasonably expected, the Customer must inform Culex Consultancy BV of this within 1 month after discovering the shortcoming.
• A consumer must inform Culex Consultancy BV of this no later than 2 months after discovering the shortcoming.
• The Customer provides as detailed a description as possible of the shortcoming so that Culex Consultancy BV can respond appropriately.
• The Customer must demonstrate that the complaint relates to an agreement between the Customer and Culex Consultancy BV.
• If a complaint relates to ongoing work, the Customer cannot demand that Culex Consultancy BV performs other work than agreed.

Article 30 – Notice of Default

• The Customer must notify Culex Consultancy BV of any notice of default in writing.
• The Customer is responsible for ensuring that their notice of default reaches Culex Consultancy BV in time.

Article 31 – Customer Liability

• If Culex Consultancy BV enters into an agreement with multiple Customers, each of them is jointly and severally liable for fulfilling the obligations of that agreement.

Article 32 – Culex Consultancy BV Liability

• Culex Consultancy BV is only liable for damage suffered by the Customer if it is caused by intent or deliberate recklessness.
• If Culex Consultancy BV is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
• Culex Consultancy BV is not liable for indirect damage such as consequential damage, lost profit, or damage to third parties.
• If Culex Consultancy BV is liable, this liability is limited to the amount paid by a professional liability insurance. If no insurance is taken out or no damage amount is paid out, the liability is limited to the (part of the) invoice amount to which the liability relates.
• All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and cannot lead to any compensation, dissolution, or suspension.

Article 33 – Limitation Period

• Any right of the Customer to compensation from Culex Consultancy BV expires 12 months after the event that directly or indirectly caused the liability. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 34 – Dissolution

• The Customer may cancel the agreement if Culex Consultancy BV fails to fulfill its obligations unless this shortcoming does not justify dissolution due to its special nature or minor significance.
• If the fulfillment of the obligations by Culex Consultancy BV is still possible, dissolution can only take place after Culex Consultancy BV is in default.
• Culex Consultancy BV may cancel the agreement with the Customer if the Customer does not fully or timely fulfill their obligations under the agreement or if Culex Consultancy BV has become aware of circumstances that give it good reason to believe that the Customer will not fulfill their obligations.

Article 35 – Force Majeure

• In addition to Article 6:75 of the Dutch Civil Code, a failure by Culex Consultancy BV cannot be attributed to Culex Consultancy BV if it is due to force majeure.
• The force majeure situation in paragraph 1 includes, among other things:
  • An emergency such as a civil war or natural disaster.
  • Non-performance or force majeure by suppliers, deliverers, or others.
  • Power, electricity, internet, computer, or telecom failures.
  • Computer viruses.
  • Strikes.
  • Government measures.
  • Transport problems.
  • Bad weather conditions.
  • Work interruptions.
• If a force majeure situation occurs that prevents Culex Consultancy BV from fulfilling one or more obligations to the Customer, these obligations are suspended until Culex Consultancy BV can fulfill them.
• If a force majeure situation lasts at least 30 calendar days, both the Customer and Culex Consultancy BV may cancel the agreement in whole or in part in writing.
• Culex Consultancy BV does not have to pay any compensation to the Customer in a force majeure situation, even if Culex Consultancy BV benefits from it.

Article 36 – Amendment of Agreement

• If necessary for its execution, the Customer and Culex Consultancy BV may amend the agreement.

Article 37 – Amendment of General Terms and Conditions

• Culex Consultancy BV may amend these general terms and conditions.
• Culex Consultancy BV may always make minor changes.
• Culex Consultancy BV will discuss major changes with the Customer as much as possible in advance.
• A consumer may terminate the underlying agreement in case of a major amendment to the general terms and conditions.

Article 38 – Transfer of Rights

• The Customer cannot transfer rights from an agreement with Culex Consultancy BV to others without the written permission of Culex Consultancy BV.
• This provision applies as a clause with property law effect as described in Article 3:83(2) of the Dutch Civil Code.

Article 39 – Consequences of Nullity or Annulment

• If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions of these terms and conditions.
• In such a case, a provision that is null or voidable is replaced by a provision that comes closest to what Culex Consultancy BV had in mind when drawing up the terms and conditions.

Article 40 – Applicable Law and Competent Court

• Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and Culex Consultancy BV.
• The court in the district of the location of Culex Consultancy BV is exclusively competent to hear any disputes between the Customer and Culex Consultancy BV, unless otherwise provided by law.