General conditions.


Below you will find our General Terms and Conditions. These apply when you enter into an Agreement with us and/or purchase a Service from us.


  • GENERAL TERMS AND CONDITIONS: These general terms and conditions NXTLI B.V.
  • NXTLI / CONTRACTOR: NXTLI B.V., registered with the Chamber of Commerce under number 70251088.
  • PROVIDER: The party entering into, or desiring to enter into, an agreement with NXTLI.
  • ASSIGNMENT: The work to be performed by NXTLI, as set forth in the Agreement.
  • AGREEMENTS: Agreements shall mean all contracts, licenses, oral or written agreements between NXTLI and its Clients regarding an assignment to be performed by NXTLI.
  • PROCESSING AGREEMENT: The -legally required- agreement to be entered into between NXTLI and Client regarding the processing of personal data by or on behalf of NXTLI (processor) for or on behalf of Client (controller).
  • WRITTEN: In these terms and conditions, "written" includes e-mail and communication by other communication channels including but not limited to SMS, Whatsapp, Google and Jive, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties will endeavor to confirm the receipt and content of communications by e-mail within 5 (five) business days.


Article 1 - General

  1. These conditions apply to every offer, quotation and agreement between NXTLI, hereinafter referred to as "NXTLI", and a client to which NXTLI has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
  2. These conditions also apply to agreements with NXTLI, for the execution of which NXTLI requires the involvement of third parties.
  3. These Terms and Conditions are also written for the employees of NXTLI and its management.
  4. The applicability of any purchase or other conditions of the Client is expressly rejected.
  5. If one or more provisions of these General Conditions are wholly or partially void or voidable at any time, the other provisions of these General Conditions remain in full force. NXTLI and the Customer shall then consult to agree on new provisions to replace the invalid or void provisions, taking into account as much as possible the purpose and intent of the original provisions.
  6. If ambiguity exists regarding the interpretation of one or more provisions of these General Terms and Conditions, then the interpretation must take place "in the spirit" of these provisions.
  7. If a situation arises between the parties that is not governed by these General Terms and Conditions, this situation should be judged in the spirit of these General Terms and Conditions.
  8. If NXTLI does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that NXTLI would in any way lose the right to require strict compliance with the provisions of these conditions in other cases.

Article 2 - Quotations and Offers

  1. All quotations and offers from NXTLI are without obligation, unless the quotation states a deadline for acceptance. If no acceptance period is set, the offer or quotation can in no way be construed as a right if the product or service to which the offer or quotation relates is no longer available in the meantime.
  2. NXTLI cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
  3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
  4. If the acceptance (whether or not on minor points) differs from the offer included in the quotation or the offer, NXTLI is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless NXTLI indicates otherwise.
  5. A composite quotation does not oblige NXTLI to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.


Article 3 - Contract term, Terms of Performance, Passing of Risk, Performance and Modification of Agreement and Price Increase

  1. The agreement between NXTLI and the Customer is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
  2. If for the performance of certain work or for the delivery of certain goods a deadline is agreed or given, this is never a deadline. If a term is exceeded, the Client must therefore give NXTLI written notice of default. NXTLI should be given a reasonable time to fulfill the agreement.
  3. NXTLI will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this based on the then known state of science.
  4. NXTLI has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is expressly excluded.
  5. If work is performed by NXTLI or third parties engaged by NXTLI in the context of the assignment at the Client's location or a location designated by the Client, the Client shall arrange, free of charge, for the facilities reasonably required by those employees.
  6. Delivery takes place ex NXTLI's company. The Customer is obliged to accept the goods at the time they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, NXTLI is entitled to store the goods at the expense and risk of the Customer. The risk of loss, damage or depreciation passes to the Customer at the moment when goods are made available to the Customer.
  7. NXTLI is entitled to execute the agreement in several phases and to invoice the part thus executed separately.
  8. If the agreement is executed in phases, NXTLI may suspend execution of those parts belonging to a subsequent phase until Client has approved in writing the results of the preceding phase.
  9. The Client shall ensure that all data, which NXTLI indicates to be necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, shall be provided to NXTLI on time. If the data necessary for the execution of the agreement have not been provided to NXTLI in time, NXTLI has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Client according to the then customary pricing. The execution period will not begin until after the Client has made the data available to NXTLI. NXTLI is not liable for damages of any kind, because NXTLI relied on incorrect and/or incomplete data provided by the Client.
  10. If during the execution of the Agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then parties will timely and in mutual consultation proceed to adapt the Agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, of the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and/or quantitative respect, this may have consequences for what was originally agreed upon. This may also increase or decrease the amount originally agreed. NXTLI will give as much advance notice as possible. An amendment of the agreement may also change the originally specified period of performance. The Client accepts the possibility of modification of the agreement, including the change in price and term of execution.
  11. If the agreement is amended, including an addition, NXTLI is entitled to execute the agreement only after approval by the authorized person within NXTLI, and the Client has agreed to the price and other conditions, including the time of execution. Failure to perform or not immediately perform the modified agreement does not constitute default on the part of NXTLI and is no ground for the Client to cancel or terminate the agreement.
  12. Without being in default, NXTLI may refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
  13. If the Client should default in the proper fulfillment of what he is obligated to NXTLI, the Client shall be liable for all damages on the part of NXTLI resulting directly or indirectly.
  14. If NXTLI agrees with the Client on a fixed fee or fixed price, NXTLI 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 increase in price results from a power or obligation under law or regulations, or is caused by an increase in the price of raw materials, wages, et cetera, or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
  15. If the price increase other than as a result of a change in the agreement is more than 10% and takes place within three months of the conclusion of the agreement, then only the Customer 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 notice, unless NXTLI is still willing to execute the agreement on the basis originally agreed;
    • if the price increase results from a power or obligation under the law that rests on NXTLI.
    • if it is stipulated that delivery will take place more than three months after the conclusion of the agreement;
    • or, upon delivery of an item, if it is stipulated that delivery will take place more than three months after the purchase.

Article 4 - Suspension, Dissolution and Termination of the Agreement.

  1. The agreement may be terminated by either party in writing and/or by e-mail with due regard to 1 (one) calendar month, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
  2. NXTLI is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not fulfill the obligations under the agreement, does not fulfill them completely or does not fulfill them in time, circumstances come to the knowledge of NXTLI after the conclusion of the agreement, giving good reason to fear that the Client will not fulfill the obligations, if at the conclusion of the agreement the Client was asked to provide security for the fulfilment of his obligations under the agreement and this security has not been provided or is insufficient, or if as a result of delay on the part of the Client it can no longer be demanded of NXTLI to fulfil the agreement at the originally agreed conditions.
  3. Furthermore, NXTLI is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required from NXTLI.
  4. If the agreement is dissolved, NXTLI's claims against the Customer are immediately due and payable. If NXTLI suspends fulfillment of its obligations, it retains its claims under the law and the agreement.
  5. If NXTLI proceeds with suspension or dissolution, it shall in no way be liable for compensation for damages and costs incurred in any way.
  6. If the dissolution is attributable to the Customer, NXTLI is entitled to compensation for damages, including costs, incurred directly and indirectly.
  7. If the Customer fails to fulfill his obligations under the agreement and this failure justifies dissolution, NXTLI is entitled to dissolve the agreement immediately and with immediate effect, without any obligation to pay any damages or compensation, while the Customer is obliged to pay damages or compensation for breach of contract.
  8. If the agreement is terminated prematurely by NXTLI, NXTLI will in consultation with the Client arrange for transfer of work to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves extra costs for NXTLI, these will be charged to the Client. The Client is obliged to pay these costs within the time specified, unless NXTLI indicates otherwise.
  9. In case of liquidation, (application for) suspension of payment or bankruptcy, seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Client, debt restructuring or any other circumstance due to which the Client can no longer dispose freely of his assets, NXTLI 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 damages or compensation. The claims of NXTLI on the Customer shall in that case be immediately due and payable.
  10. If the Client cancels a placed order in whole or in part, the work that was performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for performance of the agreement, will be charged in full to the Client.

Article 5 - Force majeure

  1. NXTLI is not obliged to fulfill any obligation to the Customer if he is hindered to do so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted practice.
  2. In these General Conditions force majeure means, in addition to its definition in law and jurisprudence, all external causes, foreseen or unforeseen, over which NXTLI has no influence, but which prevents NXTLI to fulfill its obligations. This includes strikes in the company of NXTLI or third parties. NXTLI also has the right to invoke force majeure if the circumstance rendering (further) performance of the agreement occurs after NXTLI should have fulfilled its commitment.
  3. NXTLI may suspend obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without obligation to pay damages to the other party.
  4. To the extent that NXTLI at the time of the occurrence of force majeure has partially fulfilled its obligations under the agreement, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, NXTLI is entitled to invoice the fulfilled or to be fulfilled part separately. Customer is obliged to pay this invoice as if it were a separate agreement.

Article 6 - Payment and Collection Costs

  1. Payment should always be made within 14 days after the invoice date, in a manner to be indicated by NXTLI in the currency in which the invoice was made, unless otherwise indicated in writing by NXTLI. NXTLI is entitled to invoice periodically.
  2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
  3. NXTLI is entitled to apply payments made by the Customer first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest. NXTLI may, without being in default, refuse an offer of payment, if the Client indicates a different order for the allocation of payment. NXTLI may refuse full payment of the principal sum, if the accrued interest and collection charges are not also paid. NXTLI is entitled, regardless of the description given by the Customer at the time of payment, to deduct the Customer's payment from the oldest outstanding invoice(s).
  4. The Customer is never entitled to set off the amount he owes to NXTLI. Objections to the amount of an invoice do not suspend the payment obligation. The Customer who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
  5. If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if NXTLI has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 7 - Retention of title.

  1. Everything delivered by NXTLI under the agreement remains the property of NXTLI until the Customer has properly fulfilled all obligations under the agreement(s) made with NXTLI.
  2. Items delivered by NXTLI that are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. Customer is not authorized to pledge or otherwise encumber anything subject to retention of title.
  3. The Customer must always do everything that can reasonably be expected of him to secure the property rights of NXTLI. If third parties seize goods delivered under retention of title, or wish to establish or enforce rights to them, the Customer is obliged to inform NXTLI immediately. Furthermore, the Client is obliged to insure the goods delivered under retention of title, and keep them insured against fire, explosion, and water damage, as well as against theft. If the insurance is paid out, NXTLI is entitled to this money. As far as necessary, the Customer undertakes towards NXTLI to cooperate with everything that may be necessary or desirable in that context.
  4. In the event that NXTLI wishes to exercise its property rights as indicated in this Article, the Client gives its unconditional and irrevocable permission in advance to NXTLI and third parties to be appointed by NXTLI to enter all those places where NXTLI's property is located and to repossess the same.

Article 8 - Warranties, Complaints, Examination and Complaints, Limitation period

  1. The goods to be delivered by NXTLI meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in normal use in The Netherlands. The guarantee mentioned in this article applies to goods intended for use within The Netherlands. In case of use outside The Netherlands, it is up to the Customer to verify whether the goods are suitable for use there and meet the conditions for use there. NXTLI may in that case set other warranty and other conditions with respect to the goods to be delivered or work to be performed.
  2. The guarantee mentioned in paragraph 1 of this article applies for a period of 30 days after delivery, unless from the nature of the delivered goods results otherwise or the parties have agreed otherwise. If the guarantee provided by NXTLI concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless otherwise stated.
  3. Any form of guarantee becomes void if a defect is caused as a result of or arising from injudicious or improper use, improper storage or maintenance by the Customer and/or third parties when, without written permission from NXTLI, the Customer or third parties have made changes or tried to make changes to the case, or if it was processed or modified in a way other than prescribed. Nor is the Customer entitled to a guarantee if the defect is caused by or the result of circumstances beyond the control of NXTLI.
  4. The Principal shall be obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to him or the work in question has been carried out respectively. The Client should examine whether the quality and/or quantity of the goods delivered corresponds to what was agreed upon and meets the requirements the parties have agreed upon. Any visible defects should be reported to NXTLI in writing within seven days after delivery. Any non-visible defects must be reported to NXTLI in writing immediately, but at the latest within fourteen days after discovery. The report must contain as detailed a description as possible of the defect, so that NXTLI is able to respond adequately. The Customer must give NXTLI the opportunity to investigate a complaint (or have it investigated).
  5. If the Client complains in time, this does not suspend his payment obligation. In that case, the Client also remains obliged to accept and pay for the other goods ordered and what he has ordered NXTLI to do.
  6. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
  7. If it has been determined that a good is defective and a complaint about this has been received in time, NXTLI will, at the choice of NXTLI, replace or take care of repair of the defective good within a reasonable time after return of the good, or, if return is not reasonably possible, written notification of the defect by the Customer, or compensate the cost to the Customer. In case of replacement of a delivered good, the Customer is obliged to return the replaced good to NXTLI and transfer ownership of it to NXTLI, unless NXTLI indicates otherwise.
  8. If it is determined that a complaint is unfounded, the costs incurred by NXTLI, including research costs, will be borne entirely by the Customer.
  9. After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Client.
  10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against NXTLI and the third parties involved by NXTLI in the execution of an agreement is one year.
  11. Complaints during the term of an Order, not being a delivered good, but a delivered service, will be considered by NXTLI only if and to the extent that they are brought to the attention of NXTLI in writing and/or by e-mail within 5 (five) working days after the complaint arose. Complaints regarding the result of an Order must be submitted in writing to NXTLI within 30 (thirty) days after completion of the Order. Complaints regarding invoices should be brought to the attention of NXTLI within 14 (fourteen) days after receipt of the invoice. After expiration of this period, the Customer is deemed to have accepted the invoice, making the relevant invoice payable. NXTLI will make every effort to resolve complaints as best as possible, within a reasonable period agreed by the parties. The submission of a complaint does not affect the other obligations of the Customer.

Article 9 - Liability

  1. If NXTLI should be liable, this liability is limited to what is regulated in this provision.
  2. NXTLI is not liable for damages of any kind arising from the fact that NXTLI relied on incorrect and/or incomplete data provided by or on behalf of the Customer.
  3. If NXTLI should be liable for any damages, its liability is limited to twice the invoice value of the order, at least to that part of the order to which the liability relates.
  4. In any event, NXTLI's liability shall always be limited to the amount paid by its insurer in the case in question.
  5. NXTLI shall only be liable for direct damages.
  6. Direct damage means exclusively reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these General Conditions, any reasonable costs incurred to make the defective performance of NXTLI meet the agreement, insofar as they are attributable to NXTLI, and reasonable costs incurred to prevent or limit damage, insofar as the Customer proves that these costs have led to a limitation of direct damage as referred to in these General Conditions. NXTLI shall never be liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
  7. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence of NXTLI or its managerial subordinates.

Article 10 - Indemnification and Secrecy.

  1. The Client shall indemnify NXTLI for any claims from third parties, who in connection with the execution of the agreement suffer damages, the cause of which is not attributable to NXTLI. If NXTLI should be sued by third parties, the Customer is obliged to assist NXTLI both extra-judicially and judicially, and immediately do everything that can be expected of him in that case. If the Customer fails to take adequate measures, NXTLI is entitled, without notice of default, to take such measures itself. All resulting costs and damages on the part of NXTLI and third parties will be for the account and risk of the Customer.
  2. The parties will treat information that they provide to each other before, during or after the execution of the agreement as confidential if this information is marked as confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the execution of the agreement. The foregoing shall not apply if the disclosing party demonstpricing that certain information is already publicly known, other than by breach of this confidentiality obligation.
  3. The obligation of confidentiality continues even after termination of the agreement for any reason, for as long as the providing party can reasonably claim the confidentiality of the information.
  4. Violation of the preceding paragraph will make the violating party liable to the other party for an immediately payable fine of € 5,000.00 (in words: five thousand euros and zero euro cents) excluding VAT for each violation, without prejudice to the right of NXTLI and the Customer to recover the full damages incurred from the violating party.
  5. NXTLI and the Client are permitted to mention the fact that a business relationship exists or has existed between them in advertisements, advertising, or otherwise within the scope of their marketing activities. Unless otherwise agreed in writing, this permission is limited to mentioning each other's name, logos, other signs and summary of the collaboration in portfolios, its websites, brochures and other advertising materials.
  6. If one of the parties provides a user account and password to the other party, it undertakes to do everything reasonably possible to prevent unauthorized use of these data. If one of the parties suspects misuse of a user account, a password or, more generally, of an offered web functionality, it has the right to deny or block the access obtainable by means of the user account or password.

Article 11 - Intellectual Property and Use of Data.

  1. NXTLI reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. NXTLI has the right to use knowledge gained by the execution of an agreement for other purposes, as long as no strictly confidential information of the Client is brought to the attention of third parties.
  2. If required, Parties shall conclude a processor agreement with respect to the processing of personal data. The processor agreement shall in that case be an integral part of the arrangements made by the Parties.

Article 12 - Applicable law and Disputes.

  1. All legal relationships to which NXTLI is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded. The Dutch text of the General Conditions is always decisive for its interpretation.
  2. The court in the place of business of NXTLI has exclusive jurisdiction to hear disputes, unless otherwise required by law. Nevertheless, NXTLI has the right to submit the dispute to the competent court according to law.
  3. The parties will only resort to the courts after making every effort to settle a dispute by mutual agreement.

Article 13 - Location, Amendments and Modification of Conditions and Final Provisions.

  1. These terms and conditions are filed with the Amsterdam Chamber of Commerce.
  2. Applicable is always the last filed version or the version valid at the time the legal relationship with NXTLI was established.
  3. NXTLI has the right to change these General Conditions unilaterally and without becoming liable for damages. Amendments also apply to agreements already concluded. Changes will be announced in writing to the Customer and will take effect 14 (fourteen) days after the announcement, when another date is indicated. In the event of amendments, Client is entitled to terminate the agreement as of the effective date of the new General Terms and Conditions, unless the amendment is of such a nature that it does not justify termination of the agreement.
  4. Neither party is entitled to transfer the rights and obligations under the agreement without the written consent of the other party.
  5. If any provision of the agreement or the General Conditions proves to be void, this does not affect the validity of the entire agreement. In that case NXTLI has the right to replace it with a provision - for the Customer not unreasonably onerous - that comes as close as possible to the invalid provision.
  6. In the event that these General Terms and Conditions and the agreement contain conflicting provisions, the provisions contained in the agreement shall prevail.
  7. Information and communications on the website, social media, notices and other communications of any kind from NXTLI are subject to programming and typographical errors. In case of any inconsistency between the previous expression and the agreement, the agreement prevails.
  8. The parties shall always promptly notify each other in writing of any changes in name, mailing address, e-mail address, telephone number and, if requested, bank number.