Terms and Conditions - Digital Customer Care Company

1. Definitions and applicability

These General Terms and Conditions apply to all offers, assignments and agreements of Digital Customer Care Company with the Customer and third parties, and to the performance thereof.
Digital Customer Care Company B.V. has its registered office and resides in Amstelveen, the Netherlands, with Chamber of Commerce number 70303363.
“Customer” as defined in this agreement refers to the natural person or legal entity, the collaborations without legal status, as well as its representative and authorised representative, who/which wishes to concluded or have concluded an agreement with Digital Customer Care Company.
“Third party” refers to natural persons or legal entities other than the Customer and Digital Customer Care Company.
“Agent” refers to employees who have via 1 or more channels with (potential) customers of the Customer.
“Agreement(s)” refers to all agreements used by Digital Customer Care Company in relation to the Customer, to which these General Terms and Conditions and the Processor Agreement apply;
Deviating provisions and agreements only apply if they have been explicitly agreed between Customer and Digital Customer Care Company in writing.
The applicability of any purchase or other terms and conditions of the Customer or Digital Customer Care Company are explicitly rejected.

2. Quotes and agreements

All the offers made by Digital Customer Care Company – regardless of the form – are free of obligation unless otherwise is explicitly stated. Offers do not oblige Digital Customer Care Company to enter into an agreement;
Offers made by Digital Customer Care Company are valid for thirty days after the date of the offer, but are made free of obligation. Digital Customer Care Company can revoke its offer during five working days after the Customer’s acceptance.
If the acceptance includes reservations or changes with regard to the order form, the agreement is only concluded as soon as Digital Customer Care Company has informed the Customer that it agrees with these deviations of the order form.
The agreement between the Customer and Digital Customer Care Company is concluded by signature of this Agreement
This agreement documents the commencement date. If the actual services are provided before the agreement is signed, then the commencement date of the services is regarded as the commencement date of the agreement.
For agreements for which no order confirmation is sent due to the nature and scope thereof, then the invoice is deemed to reflect the agreement correctly and fully, except if it is cancelled within seven days.
The rights and obligations under the agreement are not transferrable for the Customer without prior written permission of Digital Customer Care Company. The absence of this approval authorises Digital Customer Care Company to cancel the agreement, without prior notification or legal intervention.
Each agreement is entered into subject to the dispending condition that the Customer appears sufficiently creditworthy for the payment of the agreement;
Digital Customer Care Company retains the right to refuse requests of Customers if it sees reasons to do so.

3. Changing the agreement

Digital Customer Care Company is allowed to change the general terms and conditions from time to time. The general terms and conditions therefore always include a version date. You can find the most recent version of the general terms and conditions on: https://www.digitalcustomercare.eu/en/terms-and-conditions/.
Each agreement is subject to the version of the general terms and conditions as it applied upon entering into that agreement. If an agreement is extended on the basis of article 4.2 after these general terms and conditions have been changed, then the most recent version of the general terms and conditions as of the extension date.
If a change, as referred to in subsection 1, leads to an increase or reduction of the costs then the resulting change of the original price must be agreed in writing.

4. Duration, termination and upgrades/downgrades of the agreement

The agreement is entered into for a year, unless otherwise is explicitly agreed.
The agreement will be automatically extended after the agreed period by the same period, unless otherwise is agreed. A termination by the Customer during the contract period is excluded. The notice period is three (3) months before the end date of the extension of the agreement, unless otherwise is agreed.

5. Delivery periods

Digital Customer Care Company shall comply with all agreed delivery periods stated by If the exceeding of the delivery period threatens to take place, then Digital Customer Care Company will inform the Customer thereof as soon as possible. The Customer is in no event entitled to payment of damages in respect of a late delivery.

6. Surety and performance

Digital Customer Care Company is always authorised before commencing the activities or services or continuing them, to demand sufficient surety for the compliance of the payment obligation of the Customer.
If the demanded surety is not or insufficiently provided, then Digital Customer Care Company is entitled to dissolve the agreement without legal intervention, in full or in part, notwithstanding the rights held by Digital Customer Care Company to payment of all due upon termination of the agreement due to the performed activities and costs incurred.
Digital Customer Care Company takes care of customer conversations for the Customer by using Agents.
For the correct functioning of the chat software, the Customer must implement a monitoring code, i.e. programming code, on its website. The Customer is responsible for a correct and timely implementation of this code and the payment thereof.
The services provided by Digital Customer Care Company will be provided with care, if applicable in accordance with the agreements and procedures documented with the Customer.
Digital Customer Care Company is free to decide how and with which people and means it will perform the assignment with the Customer. If the Customer wishes this, Digital Customer Care Company will inform the Customer thereof in advance, unless this cannot be reasonably expected of it. The manner in which the assignment is performed does not constitute a reason for the Customer to dissolve the agreement.
Digital Customer Care Company is authorised to subcontract the assignment or parts thereof to third parties not employed by Digital Customer Care Company without permission of the Customer, if Digital Customer Care Company considers this is beneficial to a good or efficient performance of the assignment, unless this violates the nature and/or content of the assignment.
Digital Customer Care Company and the Customer shall agree in writing for which hours Digital Customer Care Company provides the services of Agents for the Customer.
Digital Customer Care Company is free to deviate from the agreed monthly operating hours by a margin of 5%.
No services are provided on Dutch public holidays (see https://en.wikipedia.org/wiki/Public_holidays_in_the_Netherlands) , unless otherwise is agreed.
For a proper performance of Digital Customer Care Company’s services, the availability of Customer’s website and 1) in case of chat a correct implementation of the code mentioned in paragraph 4, 2) in case of email a working email address or contact form or 3) in case of telephony a working telephone number are essential. In case the Customer’s website, e-mail address, contact form or telephone number are temporarily unavailable due to a malfunction or the code is not correctly placed on the website or is not present, if a fixed monthly budget for the service has been agreed, there will be no settlement with Digital Customer Care Company for this, even if the guaranteed number of conversations at the end of the month has not been achieved. If no fixed monthly budget has been agreed, the monthly amount is equal to the average amount of the last three monthly invoices;
In addition, the Customer acknowledges that any email filters or rules implemented by the Customer on their email account may affect the timely response to customer inquiries by Digital Customer Care Company’s agents. The Customer accepts full responsibility for ensuring that their email filters or rules do not hinder the performance of Digital Customer Care Company’s services. In the event that such email filters or rules cause delays or disruptions in the response time, Digital Customer Care Company shall not be held liable, and the Customer agrees that any guarantees or service level agreements may not apply under such circumstances;
The Customer must provide Digital Customer Care Company with all the information and documentation necessary for the correct performance of the agreement.

7. Communication goals

Digital Customer Care Company determines the communication goals in consultation with the Customer for the online dialogues to be conducted. These communication goals are documented in the information systems of Digital Customer Care Company and form the basis of the training of the Agents.
The Customer understands and accepts that scripts are purely a guideline for the conversations to be conducted and will generally not be used literally. Deviations of a script can therefore occur.
If Digital Customer Care Company develops new scripts, these will not violate the scope of the agreements made with the Customer earlier. Digital Customer Care Company does not need to request prior permission to the Customer and the Customer accepts these changes.
Digital Customer Care Company will comply with further instructions of the customer and make adjustments of the Intranet and/or in Scripts.

8. Complaints

Complaints must be submitted in writing, thereby clearly specifying the nature and basis of the complaints. The Customer must make a complaint within seven working days after the Customer became aware of the defect or could have reasonably been aware thereof.
If no complaint is filed within the period stated in the previous subsection, then the performance of Digital Customer Care Company is deemed to have been performed pursuant to the agreement and the opportunity to file a complaint lapses.
All legal claims of the Customer on the basis of any agreements entered into with Digital Customer Care Company will lapse – notwithstanding provisions of mandatory law – after one year, calculated as of the date on which they became claimable.

9. Prices

Unless otherwise stated, the prices of Digital Customer Care Company are expressed in Euro and are excluding VAT and any levies resulting from legal requirements;
Digital Customer Care Company reserves the right to change prices in the meantime. If the prices of offered services increase after the conclusion of the agreement, the Customer is entitled to cancel the agreement as of the date the price increase takes effect. Price increases resulting from a statutory regulation are hereby excluded.
Digital Customer Care Company reserves the right to increase prices annually with a percentage equal to the increase of the Dutch consumer price index. This increase of prices does not give the Customer the right to dissolve the agreement.
Digital Customer Care Company will inform the Customer thereof in writing thirty (30) days before the change.

10. Invoicing and direct debit

Invoices will be sent digitally (by email) to the Customer. The Customer will provide a specific email address to Digital Customer Care Company to which these invoices must be sent.
The Customer will pay the amounts due in advance monthly to Digital Customer Care Company, unless otherwise is agreed. Variable amounts must be paid monthly afterwards.
An invoice sent by Digital Customer Care Company is regarded as an acceptance.
If the amounts cannot be collected, or the payments are reversed, then the next article applies.

11. Payment, default and consequences

Payments must be made without discount or settlement in the currency in which the prices are denominated. Only payments made to Digital Customer Care Company have discharging effect.
The Customer must always pay any invoice submitted by Digital Customer Care Company within fourteen days after the date of invoice, unless the Customer and Digital Customer Care Company agree otherwise in writing. The currency amount indicated on bank statement of Digital Customer Care Company is decisive and is therefore regarded as the payment date.
If the payment period is exceeded, the other party is in default without requiring a prior notice of default or warning. Furthermore, Digital Customer Care Company is authorised, without further notification, to terminate the performance, or to limit or disrupt the providing of services.
Upon each exceeding of the payment period the Customer must pay an interest of 1.25% per month on the amount of the late payment or a part of a month;
The extract of the invoice sent by Digital Customer Care Company is regarded in respect of the Customer as the full proof of indebtedness, the interest and the date on which the interest calculation commences.
Objections regarding the invoice must be notified within five working days after the date of the invoice, in the absence of which the right to file a complaint lapses.
All costs reasonably incurred by Digital Customer Care Company in respect with the debt collection judicially or extra-judicially of amounts due on the basis of the agreements of the parties and that are not paid at the agreed time, are payable by the Customer. These costs include: the costs of the notice of default and the other necessary activities of the authorised persons, bailiffs, lawyers and prosecutor as these are invoiced in this respect to the supplier plus the VAT due on this amount, regardless of whether these costs are liquidated and regardless of any liquidated amount;
Any settlement authority of the Customer, regardless of the basis, is excluded. The payments made by the Customer will first be used to settle the interest and the costs due and then for the payment of the oldest unpaid invoices, even if the Customer states that the payment relates to a later invoice.
Digital Customer Care Company is authorised to keep goods that it holds of and for the Customer, until all payment obligations the Customer has towards Digital Customer Care Company have been received, unless the Customer has provided sufficient surety for the compliance of those payment obligations.

12. Liability and non-attributable shortcoming

In situations whereby a Customer is entitled to payment of damages from Digital Customer Care Company, Digital Customer Care Company is no longer liable for the damage to goods, damage due to death or bodily harm or any other direct, visible and actually suffered damage, notwithstanding that stated in the remainder of this article. Digital Customer Care Company is in no event liable for corporate damage, including damage due to loss of profit or savings, or other indirect or consequential damage.
If and insofar Digital Customer Care Company bears any liability in respect of the Customer, regardless on which basis, this liability is limited to the amount (excluding VAT) involved with the relevant agreement, up to the maximum of the amount that is equal to the turnover achieved in the last 12 months with a maximum of EUR 2,500 while the liability will never be able to exceed the amount paid out on the basis of the policy terms and conditions paid out by the insurer to Digital Customer Care Company. The limitations relate to totals and do not apply per event.
The Customer acknowledges that Digital Customer Care Company uses the software of third parties for the providing of its services. Digital Customer Care Company cannot be held liable for damage resulting from the incorrect functioning of the software of these third parties.
Digital Customer Care Company is never liable for loss of or damage to files or data.
If Digital Customer Care Company is not liable in respect of any damage on the basis of the agreement with the other party or these General Terms and Conditions, and is held liable by a third party, then the Customer will fully indemnify Digital Customer Care Company in this respect.
Shortcomings not attributable to Digital Customer Care Company are in any event any act or failure to act by the Customer causing damage to third parties, disruptions in connections with the Internet, disruptions in the telephone network of the involved telecommunication company/companies, power failures and other disruptions beyond the control of Digital Customer Care Company.
A force majeure includes business interruptions, strikes, sick leave of staff, disruptions in or limitations of the supply or power and materials, delays in traffic, fire, explosion, molest, vandalism, mobilisation, riots, war, export limitations as well as any government measures that fully or partial obstruction in the compliance of the agreement, frost, storm or unworkable weather, flooding, any disruption of third parties involved in the performance of the agreement, shortcomings of help persons, machine failure and the fully or partial nullification of goods essential for the performance of the agreement.
A condition for the arising of any entitlement to payment of damages is always that the Customer reports the damage to Digital Customer Care Company as soon as possible., but no later than within one (1) year after the damage has arisen.

13. Duty of care; confidentiality

Digital Customer Care Company will take the utmost care when performing activities for the Customer with regard to the interests of the Customer.
Digital Customer Care Company also ensures the confidentiality of the data and information provided by the Customer as part of the assignment to Digital Customer Care Company.
Digital Customer Care Company will, as holder of the information, only provide third parties access to the above mentioned data if: a. the Customer has given its written permission thereto, or; b. Digital Customer Care Company is obliged to do so by the competent authority as part of an investigation into criminal acts.
Any insight within the meaning of the previous subsections will only be limited to the providing of that information for which the Customer has granted permission or to which Digital Customer Care Company is legally bound.
Digital Customer Care Company is permitted in publication, advertising or otherwise notifying the Agreement, unless the parties have agreed otherwise.

14. Dissolution of the agreement

Intermediate termination or dissolution of the agreement by the Customer is only possible if Digital Customer Care Company falls short in the compliance of the agreement.
If the Customer considers that Digital Customer Care Company falls short, then it will immediately inform Digital Customer Care Company immediately by way of registered letter. Digital Customer Care Company must be given the opportunity for fourteen days to still comply with the agreement. If Digital Customer Care Company continues to be in default during this period then the agreement can be terminated or dissolved by the Customer, in part or in full, unless that shortcoming, in light of its special nature or minor meaning does not justify this termination or dissolution with its consequences.
Digital Customer Care Company can terminate the agreement immediately without prior notification or legal intervention:
if the Customer fails to pay the invoiced amount due or a part thereof within the agreed period. In these cases the full amount of the remainder invoice are payable immediately without requiring a prior notice of default.
b.         in the event of termination, liquidation, suspension of payment or bankruptcy of (the company of) the Customer.
c.         if the Customer proceeds to termination of his company or transfer his company or an important thereof, including the contribution of his company in a company to be incorporated or already existing, or proceeds to terminate the purpose of his company.
d.         if the Customer, acting on behalf of the company as a natural person or in the name of a private enterprise, dies.
The cancellation or nullification of one of any provisions of these terms and conditions of any provision in an agreement concluded by the parties does not affect the other provisions of these terms and conditions or of that agreement. In the event of nullification or cancellation, the parties will, in consultation, put another provision in place that is as similar to the nature and intent of the provision as possible.

15. Applicable law and competent court

All the agreements concluded with Digital Customer Care Company are subject to Dutch law, as it applies for the Kingdom within Europe:
Any disputes arising from or related to the agreement to which these General Terms and Condition will be settled by the court in the district of Amsterdam.
Digital Customer Care Company is however authorised to select a different legally competent court.