Version: 12 June 2026
This is a translation of the Dutch algemene voorwaarden; in the event of any discrepancy between this translation and the Dutch text, the Dutch text prevails.
Article 1 — Definitions
- Contractor: Arian Masselink BV, trading as Transportkoppeling.nl, established at Brandweerstraat 28, 7514 AE Enschede, the Netherlands, Dutch Chamber of Commerce (KvK) 08215607, VAT number NL821774050B01.
- Client: the party acting in the course of a profession or business that awards an assignment to the Contractor.
- Assignment: all work in the field of EDI and API integrations, integrations between systems, advice and ongoing management.
Article 2 — Applicability
These terms and conditions apply to all quotes, offers and agreements of the Contractor. Deviations apply only if they have been agreed in writing. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected. The Contractor supplies exclusively to business clients.
Article 3 — Quotes and formation of the agreement
Quotes are non-binding and valid for 30 days, unless stated otherwise. An agreement is formed by the Client’s acceptance in writing (including by email), or by the Contractor having commenced performance at the Client’s request.
Article 4 — Performance
The Contractor performs the Assignment to the best of its knowledge and ability. The Contractor is under an obligation of best efforts (inspanningsverplichting); a specific result is only guaranteed if this has been expressly agreed in writing. The Contractor may engage third parties in performing the Assignment. Any time limits stated are indicative and are not strict deadlines (fatale termijnen).
Article 5 — Cooperation by the Client
The Client ensures timely access to the necessary systems, documentation, test environments and contact persons — including at third parties such as suppliers of TMS, WMS or ERP packages. Delays or additional costs resulting from a failure to provide this cooperation are borne by the Client. The Client remains responsible for its own data and for adequate back-ups of that data.
Article 6 — Rates and payment
All rates are exclusive of VAT. Unless a fixed price has been agreed, invoicing is based on the time and costs actually incurred (nacalculatie). The payment term is 14 days from the invoice date. If this term is exceeded, the Client owes the statutory commercial interest and extrajudicial collection costs without any notice of default being required. The Contractor may suspend performance for as long as invoices that are due remain unpaid.
Article 7 — Additional work
Changes or extensions outside the agreed scope of the Assignment are considered additional work. Additional work is notified in advance and invoiced separately at the usual rates.
Article 8 — Intellectual property
All intellectual property rights in integrations, software, documentation and working methods developed by the Contractor are vested in the Contractor. The Client obtains a non-exclusive, non-transferable right of use for its own business operations. The Contractor may use general knowledge, skills and reusable components developed during performance for other assignments.
Article 9 — Confidentiality and data
The parties treat all confidential information of the other party — including business data in message traffic and data flows — as confidential and use it exclusively for the performance of the Assignment. Insofar as the Contractor processes personal data in performing the Assignment, this is done in accordance with the privacy statement, and the parties conclude a data processing agreement where necessary.
Article 10 — Liability
The Contractor is only liable for direct damage resulting from an attributable failure (toerekenbare tekortkoming). Liability per event (with related events counting as one event) is limited to the amount invoiced for the relevant Assignment in the three months preceding the event. The Contractor is never liable for indirect damage, including consequential damage, loss of profit, loss of data or business interruption. Any claim lapses 12 months after the Client became aware of the damage. These limitations do not apply in the event of intent or deliberate recklessness on the part of the Contractor.
Article 11 — Force majeure
Force majeure includes, among other things: failures at hosting, network or software suppliers (including suppliers of TMS, WMS or ERP packages), internet outages and other circumstances beyond the Contractor’s control. Obligations are suspended for the duration of the force majeure. If the force majeure lasts longer than 60 days, either party may dissolve (ontbinden) the agreement with respect to the part not yet performed, without either party owing the other any compensation.
Article 12 — Term and termination
Agreements for ongoing management or monitoring are entered into for an indefinite period, unless agreed otherwise, and may be terminated in writing with a notice period of one month, effective at the end of a calendar month. Upon termination, work already performed and costs already incurred remain payable.
Article 13 — Governing law
All agreements are governed by Dutch law. Disputes are submitted to the competent judge of the District Court of Overijssel (rechtbank Overijssel), unless mandatory law provides otherwise.