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Terms of Service

1. General

  • These terms and conditions apply to every offer, quotation, and agreement between Scrape IT, located at Kromme Nieuwegracht 3, 3512 HC Utrecht, hereinafter referred to as "Scrape IT", and a "Client" to which Scrape IT has declared these terms applicable, insofar as the parties have not expressly and in writing deviated from these terms.
  • These terms also apply to agreements with Scrape IT for the execution of which third parties need to be engaged by Scrape IT.
  • These general terms and conditions are also written for the employees of Scrape IT and its management.
  • The applicability of any purchase or other terms of the Client is expressly rejected.
  • If one or more provisions of these general terms and conditions are at any time wholly or partially void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Scrape IT and the Client shall then consult to agree on new provisions to replace the void or annulled provisions, observing as much as possible the purpose and intent of the original provisions.
  • If there is ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be made "in the spirit" of these provisions.
  • If a situation arises between the parties that is not regulated in these general terms and conditions, this situation shall be assessed in the spirit of these general terms and conditions.
  • If Scrape IT does not always insist on strict compliance with these terms, this does not mean that the provisions thereof do not apply, or that Scrape IT would lose the right to demand strict compliance with the provisions of these terms in other cases.
  • When purchasing web hosting, additional terms apply. These terms can be consulted at: Processing Agreement and web hosting terms.

2. Quotations and offers

2.1 All quotations and offers from Scrape IT are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance term has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.

2.2 Scrape IT cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.

  • Prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
  • If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Scrape IT is not bound thereby. The agreement shall then not be concluded in accordance with this deviating acceptance, unless Scrape IT indicates otherwise.
  • A composite quotation does not oblige Scrape IT to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

3. Contract duration; execution periods, risk transfer, execution and modification of agreement; price increase

  • The agreement between Scrape IT and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly and in writing agree otherwise.
  • If a term has been agreed or specified for the execution of certain work or for the delivery of certain goods, this is never a strict deadline. In the event of exceeding a term, the Client must therefore give Scrape IT written notice of default. Scrape IT must be given a reasonable period to still execute the agreement.
  • Scrape IT shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
  • Scrape IT has the right to have certain work performed by third parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
  • If work is performed by Scrape IT or by third parties engaged by Scrape IT at the location of the Client or a location designated by the Client, the Client shall provide free of charge the facilities reasonably desired by those employees.
  • Delivery takes place ex works of Scrape IT. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses delivery or is negligent in providing information or instructions necessary for delivery, Scrape IT is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation passes to the Client at the moment goods are made available to the Client.
  • Scrape IT is entitled to execute the agreement in different phases and to invoice each executed part separately.
  • If the agreement is executed in phases, Scrape IT may suspend the execution of those parts belonging to a next phase until the Client has approved the results of the preceding phase in writing.
  • The Client shall ensure that all data, which Scrape IT indicates as necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to Scrape IT in a timely manner. If the data required for the execution of the agreement are not provided to Scrape IT in a timely manner, Scrape IT has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay at the then customary rates. The execution period shall not commence until the Client has made the data available to Scrape IT. Scrape IT is not liable for damage of any kind resulting from Scrape IT having relied on incorrect and/or incomplete data provided by the Client.
  • If during the execution of the agreement it appears that it is necessary to modify or supplement the agreement for proper execution, the parties shall proceed to adapt the agreement in a timely manner and by mutual consultation. If the nature, scope or content of the agreement is modified, whether or not at the request or direction of the Client, competent authorities, etc., and the agreement is thereby modified in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. Scrape IT shall quote in advance as much as possible. A modification of the agreement may also result in a change to the originally stated execution period. The Client accepts the possibility of modification of the agreement, including changes in price and execution period.
  • If the agreement is modified, including a supplement, Scrape IT is entitled to execute this only after approval has been given by the person authorized within Scrape IT and the Client has agreed to the price and other conditions stated for the execution, including the time at which execution will be given. The non-execution or non-immediate execution of the modified agreement does not constitute a breach by Scrape IT and is not grounds for the Client to terminate or cancel the agreement.
  • Without being in default, Scrape IT may refuse a request to modify the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the work to be performed or goods to be delivered in that context.
  • If the Client is in default in the proper fulfilment of what he is obliged to Scrape IT, the Client is liable for all damage on the part of Scrape IT directly or indirectly arising therefrom.
  • If Scrape IT agrees a fixed fee or fixed price with the Client, Scrape IT is nevertheless at all times entitled to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under legislation or regulations or has its cause in an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
  • If the price increase other than as a result of a modification of the agreement amounts to more than 10% and takes place within three months after conclusion of the agreement, only the Client who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by written declaration, unless Scrape IT is then still willing to execute the agreement on the basis of what was originally agreed; if the price increase results from a power or obligation under the law resting on Scrape IT; if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement; or, in case of delivery of a good, if it has been stipulated that delivery will take place more than three months after the purchase.

4. Suspension, dissolution and interim termination of the agreement

  • Scrape IT is authorized to suspend the fulfilment of its obligations or to dissolve the agreement if the Client does not fulfil, does not fully fulfil, or does not timely fulfil the obligations under the agreement, if after conclusion of the agreement circumstances come to the knowledge of Scrape IT that give good reason to fear that the Client will not fulfil the obligations, if the Client was requested upon conclusion of the agreement to provide security for the fulfilment of his obligations under the agreement and this security is not forthcoming or is insufficient, or if due to delay on the part of the Client it can no longer be expected of Scrape IT that it will fulfil the agreement under the originally agreed conditions.
  • Furthermore, Scrape IT is authorized to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if circumstances arise that are of such a nature that unmodified maintenance of the agreement cannot reasonably be expected of Scrape IT.
  • If the agreement is dissolved, the claims of Scrape IT against the Client are immediately due and payable. If Scrape IT suspends the fulfilment of its obligations, it retains its claims under the law and agreement.
  • If Scrape IT proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs thereby arising in any way.
  • If the dissolution is attributable to the Client, Scrape IT is entitled to compensation of the damage, including costs, directly and indirectly arising therefrom.
  • If the Client does not fulfil his obligations arising from the agreement and this non-fulfilment justifies dissolution, Scrape IT is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or damages, while the Client, by virtue of breach, is obliged to pay compensation or damages.
  • If the agreement is terminated prematurely by Scrape IT, Scrape IT shall, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of work entails additional costs for Scrape IT, these shall be charged to the Client. The Client is obliged to pay these costs within the stated term, unless Scrape IT indicates otherwise.
  • In case of liquidation, (application for) suspension of payment or bankruptcy, attachment, if and insofar as the attachment has not been lifted within three months, at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of his assets, Scrape IT is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or damages. The claims of Scrape IT against the Client are in that case immediately due and payable.
  • If the Client cancels a placed order in whole or in part, the work performed and the goods ordered or prepared therefor, plus any delivery and transport costs thereof and the working time reserved for the execution of the agreement, shall be charged in full to the Client.

5. Force majeure

  • Scrape IT is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account by virtue of the law, a legal act or generally accepted views.
  • In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which Scrape IT has no influence, but which prevent Scrape IT from fulfilling its obligations. Strikes in Scrape IT's company or those of third parties are included. Scrape IT also has the right to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after Scrape IT should have fulfilled its obligation.
  • During the period that the force majeure continues, Scrape IT may suspend the obligations under the agreement. If this period lasts longer than three months, either party is entitled to dissolve the agreement without obligation to compensate the other party for damage.
  • Insofar as Scrape IT has already partially fulfilled its obligations from the agreement at the time of the occurrence of force majeure, or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, Scrape IT is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

6. Payment and collection costs

6.1 Payment must always be made within 7 days of the invoice date, in the manner indicated by Scrape IT and in the currency in which the invoice was issued, unless otherwise indicated in writing by Scrape IT. Scrape IT is entitled to invoice periodically.

6.2 If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. Interest on the amount due shall be calculated from the moment the Client is in default until the moment of full payment of the amount owed.

6.3 Scrape IT has the right to apply payments made by the Client first to reduce costs, then to reduce accrued interest and finally to reduce the principal and current interest. Scrape IT may, without being in default, refuse an offer of payment if the Client designates a different order for allocation of payment. Scrape IT may refuse full repayment of the principal if the accrued and current interest and collection costs are not also paid.

6.4 The Client is never entitled to set off amounts owed to Scrape IT. Objections to the amount of an invoice do not suspend the payment obligation. The Client who cannot invoke Section 6.5.3 (articles 231 to 247 Book 6 Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

6.5 If the Client is in default in the (timely) fulfilment of his obligations, all reasonable costs of obtaining satisfaction out of court shall be borne by the Client. The default of the Client who is a natural person not acting in the exercise of a profession or business (private client) occurs after he has been given notice to pay within fourteen days after the day of notice and payment is not forthcoming. The notice also indicates the consequences of non-payment. Extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice. However, if Scrape IT has incurred higher collection costs that were reasonably necessary and the Client is not a natural person not acting in the exercise of a profession or business (business client), the actual costs incurred shall be eligible for compensation. Any judicial and enforcement costs incurred shall also be recovered from the Client. The Client also owes interest on the collection costs owed.

7. Retention of title

7.1 Goods delivered by Scrape IT in the context of the agreement remain the property of Scrape IT until the Client has properly fulfilled all obligations from the agreement(s) concluded with Scrape IT.

7.2 Goods delivered by Scrape IT that fall under the retention of title pursuant to 7.1 may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way the goods falling under the retention of title.

7.3 The Client must always do everything that can reasonably be expected of him to safeguard the property rights of Scrape IT. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform Scrape IT immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection by Scrape IT on first request. In the event of any insurance payment, Scrape IT is entitled to these funds. Insofar as necessary, the Client undertakes in advance towards Scrape IT to cooperate in everything that may (prove to) be necessary or desirable in that context. In the event Scrape IT wishes to exercise its property rights indicated in this article, the Client hereby gives unconditional and irrevocable consent in advance to Scrape IT and third parties designated by Scrape IT to enter all those places where the property of Scrape IT is located and to recover the same.

8. Warranties, inspection and complaints, limitation period

  • The goods to be delivered by Scrape IT meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. For use outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and meets the conditions set. In that case, Scrape IT may set different warranty and other conditions regarding the goods to be delivered or work to be performed.
  • The warranty referred to in 8.1 applies for a period of 3 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by Scrape IT concerns a product manufactured by a third party, the warranty is limited to that provided by the manufacturer of the product, unless otherwise stated.
  • Any form of warranty lapses if a defect has arisen as a result of or arising from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without written permission from Scrape IT, the Client or third parties have made or attempted to make changes to the goods, attached other goods thereto that should not be attached, or if these have been processed or modified in a manner other than prescribed.
  • The Client is obliged to inspect the delivered goods immediately at the moment the goods are made available to him or the relevant work has been performed. The Client should examine whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements agreed by the parties. Any visible defects must be reported to Scrape IT in writing within seven days after delivery. Any non-visible defects must be reported immediately, but in any case no later than within fourteen days after discovery thereof, in writing to Scrape IT. The report must contain as detailed a description of the defect as possible, so that Scrape IT is able to respond adequately. The Client must give Scrape IT the opportunity to (have) a complaint investigated.
  • If the Client complains in time, this does not suspend his payment obligation. In that case, the Client remains obliged to take delivery of and pay for the other goods ordered and that which he has commissioned Scrape IT to do.
  • If a defect is reported later, the Client no longer has the right to repair, replacement or compensation.
  • If it is established that a good is defective and a timely complaint has been made, Scrape IT shall, within a reasonable period after return thereof or, if return is not reasonably possible, written notification of the defect by the Client, at Scrape IT's option, replace it or arrange for repair thereof or pay substitute compensation to the Client. In case of replacement, the Client is obliged to return the replaced good to Scrape IT and transfer ownership thereof to Scrape IT, unless Scrape IT indicates otherwise.
  • If it is established that a complaint is unfounded, the costs thereby incurred, including the investigation costs on the part of Scrape IT, shall be fully borne by the Client.
  • After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and travel costs, shall be charged to the Client.
  • In deviation from the statutory limitation periods, the limitation period of all claims and defences against Scrape IT and the third parties involved by Scrape IT in the execution of an agreement is one year.

9. Liability

  • If Scrape IT should be liable, this liability is limited to what is regulated in this provision.
  • Scrape IT is not liable for damage of any kind arising because Scrape IT relied on incorrect and/or incomplete data provided by or on behalf of the Client.
  • If Scrape IT should be liable for any damage, the liability of Scrape IT is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.
  • The liability of Scrape IT is in any case always limited to the amount of the payment by its insurer in a given case.
  • Scrape IT is exclusively liable for direct damage.
  • Direct damage is understood exclusively as the reasonable costs of determining the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these terms, any reasonable costs incurred to bring the defective performance of Scrape IT into compliance with the agreement, insofar as these can be attributed to Scrape IT, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Scrape IT is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
  • The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Scrape IT or its managerial subordinates.

10. Indemnification

  • The Client indemnifies Scrape IT against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Scrape IT. If Scrape IT should be addressed by third parties for this reason, the Client is obliged to assist Scrape IT both out of court and in court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, Scrape IT is entitled, without notice of default, to do so itself. All costs and damage on the part of Scrape IT and third parties thereby arising shall be fully for the account and risk of the Client.

11. Intellectual property

  • Scrape IT reserves the rights and powers vested in it under the Copyright Act and other intellectual property legislation. Scrape IT has the right to use the knowledge gained through the execution of an agreement for other purposes as well, provided that no strictly confidential information of the Client is brought to the attention of third parties.

12. Applicable law and disputes

  • All legal relationships to which Scrape IT is a party are exclusively governed by Dutch law, even if an obligation is performed wholly or partially abroad or if the party involved in the legal relationship has its domicile there. The applicability of the Vienna Sales Convention is excluded.
  • The court in the place of establishment of Scrape IT has exclusive jurisdiction to hear disputes, unless the law mandates otherwise. Nevertheless, Scrape IT has the right to submit the dispute to the court competent under the law.
  • The parties shall only appeal to the court after they have made every effort to settle a dispute by mutual consultation.

13. Location and amendment of terms

  • The most recent version offered at https://scrape-it.com/ always applies, or the version as it applied at the time the legal relationship with Scrape IT was established.
  • The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

Last updated: 04-09-2020