Terms of Service

These General Terms of Service (the “Terms”) are stipulated by Enko Group B.V., a company duly incorporated and existing under the laws of the Netherlands, having its registered office at Fregelaan 69, 1042KL Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 75351641 (hereinafter referred to as “Enko Group”).

Enko Group B.V. (referred to as “we”, “us”, or “our”) is the proud operator of the publicly accessible website, https://sheerweb.com. This website provides detailed information about our brand, Sheerweb, and the range of services we offer.

By using the Website or engaging with Enko Group through any other communication channel, you are entering into a business relationship with Enko Group. All services are provided by Enko Group, and any payments or invoices will be issued by Enko Group.

Definitions

In these Terms, the following terms shall have the following meanings, unless explicitly stated otherwise:

General Terms of Service” or “Terms“: refers to these general terms of service as laid out herein.

Company” or “Counterparty“: refers to any entity acting in the course of its business or profession that has accepted these Terms and commissioned the execution of an Assignment.

Civil Code“: refers to the Dutch Civil Code “het Burgerlijk Wetboek”.

Assignment“: refers to all work, in whatever form, that Enko Group undertakes for or on behalf of the Counterparty.

Agreement“: refers to any agreement entered into between Enko Group and the Counterparty.

Unless the context of these Terms expressly indicates otherwise, any reference in these Terms to a singular term or definition shall be deemed to include its plural and vice versa, and a reference to a masculine form shall be deemed to include its feminine form and vice versa. 

1 Applicability

1.1 These Terms apply to all offers and Agreements made between Enko Group and the Counterparty unless otherwise explicitly stated in writing by both parties.

1.2 These Terms also extend to agreements involving Enko Group, where the engagement of third parties is necessary for their execution.

1.3 Any terms stipulated by the Counterparty are expressly repudiated.

1.4 Modifications to the Agreement and these Terms will only be considered valid if they have been expressly agreed upon in writing by the parties.

2 Offers

2.1 All offers, unless stated otherwise, are construed as non-binding invitations that can be revoked at any time, even if they contain an acceptance period. Offers can also be withdrawn in writing by Enko Group immediately after acceptance, but no later than within two working days, in which case no agreement has been formed between the parties.

2.2 All offers from Enko Group are valid for a duration of 4 weeks, unless otherwise specified.

2.3 Enko Group will not be held accountable for its offers if the Counterparty, based on reasonableness, fairness, and generally accepted social norms, should have discerned that the offer, or a part of it, encompasses an apparent mistake or typographical error.

2.4 If the acceptance, even on minor points, deviates from the initial offer presented, then Enko Group is not bound by that acceptance, unless Enko Group has agreed to the deviation through communication channels with the Counterparty and provided a written confirmation of the agreed changes.

3 Formation of the Agreement

3.1 The Agreement is formed by the Counterparty accepting the offer from Enko Group.

3.2 Offers can only be accepted in writing, which includes electronic forms. However, Enko Group reserves the right to accept a verbal acceptance as if it were made in writing.

3.3 An Agreement between the parties is effected as soon as Enko Group receives confirmation of the assignment from the Counterparty, or when Enko Group actually commences with the execution.

3.4 The Agreement supersedes all previous proposals, correspondence, arrangements, or other communications, whether made in writing or verbally.

4 Execution of the Agreement

4.1 Enko Group shall execute the Agreement to the best of its ability, in accordance with the standards of good practice. Enko Group is obligated to fulfill the Assignment to the best of its ability. The application of articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code is expressly excluded.

4.2 Enko Group reserves the right to determine how and by whom the Assignment is performed, including the engagement of third-party services.

4.3 Enko Group reserves the right to execute the Agreement in stages as defined by Enko Group. In such cases, Enko Group reserves the right to invoice each completed stage separately. Enko Group may suspend further execution of the Agreement until all due invoices are paid in full.

4.4 Enko Group is entitled to any previously announced holidays, irrespective of the minimum hours stipulated in the Agreement.

5 Changes and Additional Work

5.1 If it becomes necessary to change or supplement the Agreement during its execution, Enko Group will inform the Counterparty as soon as possible. The Parties will then mutually agree to modify the Agreement in a timely manner.

5.2 If the Parties agree to alter or supplement the Agreement, the execution timeline may be affected. Enko Group will inform the Counterparty about this as soon as possible.

5.3 If changes or additions to the Agreement result in financial, quantitative, and/or qualitative impacts, Enko Group will inform the Counterparty in advance.

5.4 If a fixed rate or price has been agreed, Enko Group will indicate how the change or supplement to the Agreement affects the rate or price. Enko Group will, as far as possible, provide a price estimate in advance.

5.5 Enko Group will not charge additional costs if the change or supplement to the Agreement arises due to circumstances attributable to Enko Group.

5.6 Any changes to the original Agreement are valid only when both Parties accept these changes through an additional or amended Agreement.

6 Counterparty’s Obligations

6.1 The Counterparty shall ensure that all data, equipment, or spaces that Enko Group deems necessary or that the Counterparty should reasonably understand as necessary for the execution of the Agreement are provided promptly. The Counterparty must also grant Enko Group all necessary permissions and authorizations to properly execute the Assignment.

6.2 Enko Group is not liable for damages of any kind if it has relied on incorrect and/or incomplete data provided by the Counterparty, unless Enko Group should have recognized the inaccuracy or incompleteness.

6.3 The Counterparty ensures that its employees involved in the work are available on time.

6.4 The Counterparty must refrain from actions that would hinder Enko Group from properly executing the Assignment.

6.5 If work is performed at the Counterparty’s location or a location designated by the Counterparty, the Counterparty must provide the facilities reasonably requested by Enko Group free of charge.

6.6 If the Counterparty fails to fulfil its obligations outlined in this article, Enko Group reserves the right to suspend execution of the Agreement and/or charge the Counterparty for any additional costs incurred due to the delay, based on the usual prices or rates.

7 Cancellation

7.1 Enko Group reserves the right to change or cancel the dates of any training or workshop. The Counterparty will be notified as promptly as possible. Enko Group will aim to provide alternative training or workshop opportunities. If this is not feasible, the amounts already paid by the Counterparty to Enko Group will be refunded.

7.2 The Counterparty may only cancel the Assignment by adhering to the following provisions:

  1. Cancellations must be made in writing.
  2. If the cancellation occurs less than 7 days prior to the commencement of the training or workshop, the Counterparty is obligated to pay 50% of the total cost.
  3. If the cancellation occurs less than 2 days prior to the commencement of the training or workshop, the Counterparty is obligated to pay the total cost.

7.3 Any costs incurred by Enko Group as a result of the Counterparty cancelling or postponing a workshop or training will be borne by the Counterparty.

7.4 In the event of cancellation, the Counterparty may nominate a replacement participant for the training or workshop.

7.5 Any prepayments, less the cancellation fee, will be applied to future training or workshop offerings where possible. If this is not possible, the amount will be refunded by Enko Group to the Counterparty.

7.6 In case of misconduct or breach of the prevailing order and safety measures, Enko Group reserves the right to deny the offending individual access to the training or workshop, without any obligation for refund.

8 Prices

8.1 Unless expressly agreed otherwise in writing, all prices and rates indicated by Enko Group are exclusive of VAT.

8.2 The prices and rates include shipping, travel, accommodation, and other costs unless otherwise specified.

8.3 If no specific price or rate has been agreed upon, the price or rate will be calculated based on the actual hours worked and the standard rates of Enko Group.

8.4 Enko Group will provide information about any additional costs before the contract is concluded, or provide the basis upon which these costs can be passed on to the other party.

8.5 If a fixed price or rate is agreed upon at the conclusion of the contract, Enko Group retains the right to increase this price or rate, even if the initial price or rate was not stipulated as provisional.

8.6 Enko Group will notify the Counterparty promptly about any intended price or rate changes.

8.7 If a price or rate increase occurs within three months of the contract’s conclusion, the Counterparty can terminate the contract by written notice, unless:

  1. The increase results from a legal obligation of Enko Group.
  2. The increase is due to changes in the price of raw materials, taxes, production costs, exchange rates, wages, or other factors that were not reasonably foreseeable at the time of contract conclusion.
  3. Enko Group is still willing to execute the contract based on the original agreement.
  4. It was agreed that the execution would commence more than three months after the conclusion of the contract.

9 Payment

9.1 Payment should be transferred to a bank account specified by Enko Group, unless otherwise agreed.

9.2 Enko Group will issue invoices for the amounts due by the Counterparty. The payment term for each invoice is 14 days from the date of the invoice, unless specified differently on the invoice or agreed otherwise.

9.3 Invoicing will be conducted monthly, unless agreed otherwise.

9.4 Enko Group and the Counterparty may agree to installment-based payments proportional to the progress of the work. If payment in installments is agreed upon, the Counterparty must pay according to the agreed upon installment amounts and percentages stipulated in the contract.

9.5 Objections to the amount of the invoice do not suspend the Counterparty’s obligation to pay.

9.6 The Counterparty is not permitted to offset any amount from the amount owed based on a counterclaim.

9.7 In cases of non-payment or late payment, the Counterparty is automatically in default without need for a formal notice. From the due date, the Counterparty is liable for the statutory commercial interest until the payment is fully made. Interest for part of a month is calculated for an entire month.

9.8 Any payment made by the Counterparty will first be used to offset any owed interest and costs, and then the oldest outstanding invoices, regardless of the Counterparty’s designation of the payment for later invoices.

9.9 If the Counterparty is in default or has violated their obligations, all reasonable costs to secure the payment outside of court are for the Counterparty’s account.

9.10 Enko Group reserves the right to a fee of 15% of the total outstanding principal amount with a minimum of €500 for each invoice that is not fully or partially paid.

9.11 In the event of bankruptcy, payment suspension, liquidation, complete seizure of assets, death, or curatorship, Enko Group’s claims and the Counterparty’s obligations towards Enko Group are immediately due and payable.

9.12 Any reasonable legal costs and costs related to court-ordered enforcement are also for the Counterparty’s account.

10 Complaints

10.1 The Counterparty is obliged to examine whether the executed Task complies with the contract at the time of execution, but no later than within 7 days after the execution.

10.2 Any complaints should be reported in writing to the Enko Group within 7 days after the execution of the Task.

10.3 The right to (partial) refund of the price, replacement, or compensation expires if the complaint is not reported within the stipulated period, unless the nature of the Task or circumstances of the case necessitate a longer period.

10.4 The obligation to pay is not suspended if the Counterparty notifies Enko Group of the complaint within the stipulated period.

11 Force Majeure and Unforeseen Circumstances

In these Terms, “Force Majeure” refers to unexpected external events that prevent either Enko Group or the Counterparty from fulfilling their contractual obligations. This encompasses all unforeseen factors outside of Enko Group’s control, such as:

  1. Labor strikes;
  2. Disruptions in transportation;
  3. Governmental measures that inhibit Enko Group from fulfilling its duties in a timely or adequate manner;
  4. Civil unrest, riots, or war;
  5. Impediments in transportation;
  6. Labor shortages;
  7. Severe weather conditions;
  8. Fire incidents;
  9. Restrictions on import, export, or transit;
  10. Any other circumstance that significantly disrupts normal business operations, rendering the fulfillment of Enko Group’s contractual obligations unreasonable.

12 Termination of Agreement

12.1 The agreement may be terminated at any time upon mutual consent between the parties.

12.2 Alternatively, either party may terminate the agreement unilaterally with a one-month written notice.

12.3 Termination is permissible immediately under extraordinary circumstances such as:

  1. Application or granting of a payment suspension to the other party;
  2. Filing for bankruptcy or being declared bankrupt by the other party;
  3. Liquidation or non-temporary cessation of the other party’s operations.

12.4 Upon termination, all obligations owed to Enko Group by the Counterparty become immediately due. If Enko Group chooses to suspend its obligations, it retains all claims under the law and this agreement. Furthermore, Enko Group reserves the right to seek damages.

13 Return of Loaned Items

13.1 If Enko Group has loaned any items to the Counterparty for the execution of the agreement, the Counterparty is obliged to return these within 14 days of agreement termination. These items must be in their original state, free from defects, and complete. Should the Counterparty fail to meet this obligation, all consequential costs will be borne by them.

13.2 If the Counterparty continues to neglect their obligations after receiving a reminder, Enko Group reserves the right to recover any resulting damages and costs, including replacement expenses, from the Counterparty.

14 Liability

14.1 Enko Group’s liability is limited to instances of gross negligence or intentional misconduct on its part or that of its agents or employees. In such cases, liability is capped at the amount paid out by the insurer to Enko Group, up to a maximum of the invoice amount or a sum of €1000, whichever is higher.

14.2 Gross negligence, for the purposes of this agreement, is defined as a lack of care demonstrating a reckless disregard for the safety or lives of others, so great it appears to be a conscious violation of other people’s rights to safety.

14.3 Direct damage for which Enko Group can be held liable includes:

  1. Reasonable expenses incurred to establish the source and extent of the damage, as long as these relate to damage within the definition in the General Terms of Service;
  2. Reasonable expenses incurred due to Enko Group’s performance not matching the Agreement, as far as these can be attributed to Enko Group;
  3. Reasonable expenses incurred to prevent or limit damage, as long as the Counterparty demonstrates that these expenses resulted in a limitation of direct damage as described in the General Terms.

14.4 Enko Group is not liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business stagnation, damage resulting from the Counterparty providing incorrect information, or from Enko Group providing non-binding information or advice not expressly forming part of the Agreement, and any damage not classified as direct damage under these Terms.

14.5 Enko Group is not liable for errors in material provided by the Counterparty, or misunderstandings or errors in executing the Agreement due to the Counterparty’s actions, such as late, incomplete, or unclear data/materials.

14.6 Enko Group will not be held accountable for errors where the Counterparty has already approved or had an opportunity to check but expressed no need to do so.

14.7 The liability limitations set out in this article also apply to third parties engaged by Enko Group for executing the Agreement. Enko Group is also not liable for damage or destruction of documents during transport or mailing, regardless of whether the transport or mailing was done by or on behalf of Enko Group, the Counterparty, or third parties.

15 Confidentiality

15.1 Both parties are required to maintain confidentiality concerning all information deemed confidential, which they have received from each other or from other sources in the course of the Agreement. Information is considered confidential if designated as such by the disclosing party or if its confidential nature is apparent due to the context or circumstances of disclosure.

15.2 The receiving party will use such confidential information solely for the purpose it was intended for under the Agreement. Any use beyond this scope requires express consent from the disclosing party.

15.3 If required by law or by a court order, and if Enko Group cannot invoke a legally or judicially recognized or permitted right to refuse, Enko Group may disclose confidential information to third parties specified by the law or the competent court. In this case, Enko Group will not be liable for any compensation or indemnity, and the Counterparty is not entitled to dissolve the Agreement based on any damage resulting from this disclosure.

15.4 Despite the above, unless otherwise agreed, Enko Group reserves the right to include the Counterparty’s name in a list of business relationships, which may be published on the website or communicated to third parties.

16 Indemnification

16.1 The Counterparty indemnifies Enko Group, to the extent allowed by law, from any liability towards third parties arising from and/or associated with the execution of the Agreement. This applies regardless of whether the damage was caused or inflicted by Enko Group, its auxiliary person(s), auxiliary goods, or executed Assignment.

16.2 Furthermore, the Counterparty indemnifies Enko Group, to the extent allowed by law, against any claims from third parties related to violations of these third parties’ intellectual property rights in connection with the execution of the Agreement.

16.3 The Counterparty is always required to take all reasonable steps to mitigate damage. If the Counterparty fails to take such measures, they may be liable for any additional damage resulting from their failure to mitigate.

17 Intellectual Property

17.1 All intellectual property rights pertaining to products, materials, analyses, designs, software, documentation, advice, reports, quotations, and (electronic) information, as well as the preparatory material thereof, developed or provided in the context of the Agreement (“IP Material”), belong solely to Enko Group or its licensors.

17.2 The Counterparty only obtains the rights and privileges regarding the IP Material as expressly granted in writing under the Agreement.

17.3 Any transfer of rights or authority concerning the IP Material to third parties by the Counterparty requires Enko Group’s prior written consent.

17.4 The Counterparty is not permitted to remove or alter any intellectual property rights indicators, such as copyrights, trademarks, or trade names, from the IP Material.

17.5 Any unauthorized use, reproduction, or disclosure of the IP Material by the Counterparty is considered an infringement of Enko Group’s intellectual property rights.

17.6 In the event of such infringement, the Counterparty will pay an immediately payable and non-negotiable penalty of €25,000 per infringing act to Enko Group, without prejudice to Enko Group’s right to claim compensation for damages caused by the infringement or to take other legal actions to terminate the infringement.

17.7 No infringement of intellectual property rights shall be deemed to have occurred if the Counterparty has received explicit written permission from Enko Group to use, reproduce, or disclose the IP Material in a manner not covered by the Agreement or the granted rights and privileges.

17.8 Enko Group reserves the right to use all IP Material developed in the performance of the Agreement for its own promotional purposes unless otherwise agreed with the Counterparty.

18 Privacy

18.1 Enko Group respects the privacy of the Counterparty and treats all personal data provided in accordance with applicable legislation, particularly the General Data Protection Regulation. The Counterparty consents to this processing.

18.2 To protect the Counterparty’s personal data, Enko Group uses appropriate security measures.

18.3 Enko Group will only use the Counterparty’s personal data for the purpose of fulfilling the Agreement or handling a complaint.

18.4 For more detailed information on privacy practices, please refer to the Privacy Policy on the Enko Group website.

19 Expiry Period

19.1 All claims and/or powers that the Counterparty may have against Enko Group and/or against any third parties possibly engaged by Enko Group are subject to a one-year limitation period. This period starts from the moment an event occurs that allows the Counterparty to exercise these rights and/or powers against Enko Group and/or third parties possibly engaged by Enko Group. This applies in deviation from the statutory limitation periods.

20 Transfer of Rights and Obligations

20.1 Without written consent from Enko Group, the Counterparty is not allowed to transfer any rights and obligations arising from the Agreement to third parties.

20.2 Enko Group has the right to impose conditions on any such permission granted.

21 After-effect

21.1 Any provisions of the General Terms of Service and the Agreement, which by their nature are intended to remain in effect even after the termination of this Agreement, will continue to apply and bind both parties.

22 Miscellaneous

22.1 Any deviations from these General Terms of Service can only be agreed upon in writing. No rights can be derived from such deviations with regard to subsequent legal relationships.

22.2 The administration of Enko Group serves as proof of the Counterparty’s applications unless proven otherwise. The Counterparty acknowledges that electronic communication can be used as evidence.

22.3 If any provision of the General Terms of Service and the Agreement is declared null and void or is annulled, the remaining provisions will continue to be in full force. Enko Group will then establish a new provision to replace the null and void/annulled provision, considering as much as possible the intent of the null and void/annulled provision.

22.4 The place of performance of the Agreement is deemed to be the place where Enko Group is located.

23 Applicable Law 

23.1 All Agreements, the General Terms of Service, and all non-contractual rights and obligations arising therefrom are governed in all respects by Dutch law.

23.2 All disputes between Enko Group and the Counterparty that may arise as a result of an Agreement and/or the General Terms of Service, or from agreements resulting therefrom, will initially be settled by the competent judge of the Court of Central Netherlands.

Latest update: 1st August, 2023

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