GENERAL TERMS AND CONDITIONS Utility Direct
E-mail: [email protected] Website: www.utilitydirect.nl
1. Utility Direct: Utility Direct B.V., established in Amsterdam, Chamber of Commerce no.
2. Customer: the party which Utility Direct has entered into an agreement with.
3. Parties: Utility Direct and customer together.
4. Consumer: a customer who is an individual acting for private purposes.
1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements
and deliveries of services or products by or on behalf of Utility Direct.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms
and conditions of the customer or of third parties.
Offers and quotations
1. Offers and quotations from Utility Direct are without engagement, unless expressly stated
2. An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another
acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable time frame, the
offer or quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this
explicitly and in writing.
1. Upon acceptance of a quotation or offer without engagement, Utility Direct reserves the right
to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any
obligations towards the customer.
2. Verbal acceptance of the customer only commits Utility Direct after the customer has confirmed
this in writing (or electronically).
1. All prices used by Utility Direct are in euros, are inclusive of VAT and exclusive of any other
costs such as administration costs, levies and travel-, shipping- or transport expenses, unless
expressly stated otherwise or agreed otherwise.
2. Utility Direct is entitled to adjust all prices for its products or services, shown in its
shop, on its website or otherwise, at any time.
3. The parties agree on a total price for a service provided by Utility Direct. This is always a
target price, unless the parties have explicitly agreed upon in writing on a fixed price, which
cannot be deviated from.
4. Utility Direct is entitled to deviate up to 10% of the target price.
5. If the target price exceeds 10%, Utility Direct must let the customer know in due time why a
higher price is justified.
6. If the target price exceeds 10%, the customer has the right to cancel the part of the order
that exceeds the target price by 10%.
7. Utility Direct has the right to adjust prices annually.
8. Utility Direct will communicate price adjustments to the customer prior to the moment the price
increase becomes effective.
9. The consumer has the right to terminate the contract with Utility Direct if he does not agree
with the price increase.
Payments and payment term
1. Utility Direct may, at the conclusion of the agreement, require a down payment of up to 50% of
the agreed amount.
2. The customer must have paid the full amount within 14 days, after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not
paid the agreed amount at the latest on the last day of the payment term, he is legally in default,
without Utility Direct having to send the customer a reminder or to put him in default.
4. Utility Direct reserves the right to make a delivery conditional upon immediate payment or to
require adequate security for the total amount of the services or products.
Consequences of late payment
1. If the customer does not pay within the agreed term, Utility Direct is entitled to charge an
interest of 2% per month for non-commercial transactions and an interest of 8% per month for
commercial transactions from the day the customer is in default, whereby a part of a month is
counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be
obliged to pay any compensation to Utility Direct.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial
4. If the customer does not pay on time, Utility Direct may suspend its obligations until the
customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the
customer, the claims of Utility Direct on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Utility Direct,
he is still obliged to pay the agreed price to Utility Direct.
Right of withdrawal
1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving
any reason, provided that:
the product has not been used
it is not a product that can spoil quickly, like food or flowers
the product is not specially tailored for the consumer or adapted to its special needs
it is not a product that may not be returned for hygienic reasons (underwear, swimwear, etc.) the
seal is still intact, when the product is a data carrier with digital content (DVDs, CDs, etc.)
the product is not a (holiday)trip, a transportation ticket, a catering order or a form of leisure
activity, the product is not a separate magazine or a loose newspaper
the consumer has not renounced his right of withdrawal The following are also excluded:
social services and health care gambling activities
financial services package holidays
passenger transport services immovable property (house, land) agreements that require a notary
agreements for an amount of less than € 50
2. The cooling-off period of 14 days as referred to in paragraph 1 commences:
on the day after the consumer has received the last product or part of 1 order as soon as the
consumer has received the first the product of a subscription
as soon as the consumer has confirmed the purchase of digital content via the internet
3. The consumer can notify his right of withdrawal via [email protected], if desired by
using the withdrawal form that can be downloaded via the website of Utility Direct,
4. The consumer is obliged to return the product to Utility Direct within 14 days after the
notification of his right of withdrawal, after which period his right of withdrawal will lapse.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this
The customer waives his right to settle any debt to Utility Direct with any claim on Utility
1. The customer undertakes to insure and keep insured the following items adequately against fire,
explosion and water damage as well as theft:
goods delivered that are necessary for the execution of the underlying agreement goods being
property of Utility Direct that are present at the premises of the customer goods that have been
delivered under retention of title
2. At the first request of Utility Direct, the customer provides the policy for these insurances
When parties have entered into an agreement with services included, these services only contain
best-effort obligations for Utility Direct, not obligations of results.
Performance of the agreement
1. Utility Direct executes the agreement to the best of its knowledge and ability and in
accordance with the requirements of good workmanship.
2. Utility Direct has the right to have the agreed services (partially) performed by third
3. The execution of the agreement takes place in mutual consultation and after written agreement
and payment of the possibly agreed advance by the customer.
4. It is the responsibility of the customer that Utility Direct can start the implementation of
the agreement on time.
5. If the customer has not ensured that Utility Direct can start the implementation of the
agreement in time, the resulting additional costs and/or extra hours will be charged to the
Duty to inform by the customer
1. The customer shall make available to Utility Direct all information, data and documents
relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data
and documents made available, even if they originate from third parties, unless otherwise ensuing
from the nature of the agreement.
3. If and insofar as the customer requests this, Utility Direct will return the relevant
4. If the customer does not timely and properly provides the information, data or documents
reasonably required by Utility Direct and the execution of the agreement is delayed because of
this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the service agreement
1. The agreement between Utility Direct and the customer is entered into for an indefinite period
of time, unless it results otherwise from the nature of the agreement or the parties have expressly
agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended
contract at the end of the term, unless 1 of the parties terminates the contract with due
observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due
observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never
a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the
customer must give Utility Direct a written reasonable term to terminate the activities, before it
may either terminate the contract or claim damages.
Cancellation of the contract for an indefinite period of time
1. The customer can terminate an agreement that has been concluded for an indefinite period at any
time with due observance of a notice period of 2 months.
2. A consumer has the right to terminate an agreement for an indefinite period with due observance
of a notice period of 1 month.
1. Utility Direct retains all intellectual property rights (including copyright, patent rights,
trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers
or other information, quotations, images, sketches, models, scale models, etc., unless parties have
agreed otherwise in writing.
2. The customer may not copy or have copied the intellectual property rights without prior written
permission from Utility Direct, nor show them to third parties and / or make them available or use
them in any other way.
1. The client keeps any information he receives (in whatever form) from Utility Direct
2. The same applies to all other information concerning Utility Direct of which he knows or can
reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure
may cause damage to Utility Direct.
3. The customer takes all necessary measures to ensure that he keeps the information referred to
in paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information:
which was already made public before the customer heard this information or which later became
public without being the result of a violation of the customer’s duty to confidentiality
which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the
underlying agreement and for a period of 3 years after the end thereof.
1. If the customer violates the articles of these general terms and conditions about secrecy or
intellectual property, then he forfeits on behalf of Utility Direct an immediately due and payable
fine of € 5.000 if the customer is a consumer and € 10.000 if the customer is a company, for each
violation and in addition an amount of 5% of the aforementioned amount for each day that this
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the
fine referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect
the other rights of Utility Direct including its right to claim compensation in addition to the
The customer indemnifies Utility Direct against all third-party claims that are related to the
products and/or services supplied by Utility Direct.
1. The customer must examine a product or service provided by Utility Direct as soon as possible
for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably
expect from the agreement, the customer must inform Utility Direct of this as soon as possible, but
in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform Utility Direct of this within two months after detection of the
4. The customer gives a detailed description as possible of the shortcomings, so that Utility
Direct is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Utility Direct being
forced to perform other work than has been agreed.
1. The customer must provide any notice of default to Utility Direct in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Utility
Direct (in time).
Joint and several Client liabilities
If Utility Direct enters into an agreement with several customers, each of them shall be jointly
and severally liable for the full amounts due to Utility Direct under that agreement.
Liability of Utility Direct
1. Utility Direct is only liable for any damage the customer suffers if and insofar as this damage
is caused by intent or gross negligence.
2. If Utility Direct is liable for any damage, it is only liable for direct damages that results
from or is related to the execution of an agreement.
3. Utility Direct is never liable for indirect damages, such as consequential loss, lost profit,
lost savings or damage to third parties.
4. If Utility Direct is liable, its liability is limited to the amount paid by a closed
(professional) liability insurance and in the absence of (full) payment by an insurance company of
the damages the amount of the liability is limited to the (part of the) invoice to which the
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only
indicative and are only approximate and cannot lead to any compensation and/or (partial)
dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from Utility Direct shall, in any case, expire within
12 months after the event from which the liability arises directly or indirectly. This does not
exclude the provisions in article 6:89 Dutch Civil Code.
1. The customer has the right to dissolve the agreement if Utility Direct imputably fails in the
fulfillment of his obligations, unless this shortcoming does not justify termination due to its
special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Utility Direct is not permanent or temporarily
impossible, dissolution can only take place after Utility Direct is in default.
3. Utility Direct has the right to dissolve the agreement with the customer, if the customer does
not fully or timely fulfill his obligations under the agreement, or if circumstances give Utility
Direct good grounds to fear that the customer will not be able to fulfill his obligations properly.
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Utility Direct
in the fulfillment of any obligation to the customer cannot be attributed to Utility Direct in any
situation independent of the will of Utility Direct, when the fulfillment of its obligations
towards the customer is prevented in whole or in part or when the fulfillment of its obligations
cannot reasonably be required from Utility Direct .
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to:
state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and
force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power,
electricity, internet, computer or telecoms; computer viruses, strikes, government measures,
unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Utility Direct cannot fulfill one
or more obligations towards the customer, these obligations will be suspended until Utility Direct
can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both
parties may dissolve the agreement in writing in whole or in part.
5. Utility Direct does not owe any (damage) compensation in a situation of force majeure, even if
it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to
change or supplement its contents, the parties shall timely and in mutual consultation adjust the
Changes in the general terms and conditions
1. Utility Direct is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by Utility Direct with the customer in advance as
much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the
general terms and conditions.
Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with Utility Direct to
third parties without the prior written consent of Utility Direct.
2. This provision applies as a clause with a property law effect as referred to in Section 3:83
(2) Dutch Civil Code.
Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this
will not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that
comes closest to what Utility Direct had in mind when drafting the conditions on that issue.
Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Utility Direct is established is exclusively competent in
case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 01 januari 2022.