GENERAL TERMS AND CONDITIONS Elusis
E-mail: info@elusis.io
Website: https://www.elusis.io/
Definitions
Elusis: Elusis B.V. and Elusis AI B.V., established in Amsterdam, Chamber of Commerce no. 85205028 and 88814874.
Customer: the party which Elusis has entered into an agreement with.
Parties: Elusis and customer together.
Consumer: a customer or company that engages with Elusis' products or services for business, professional or private purposes.
Applicability
These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Elusis.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
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
Offers and quotations from Elusis are without engagement, unless expressly stated otherwise.
An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
Acceptance
Upon acceptance of a quotation or offer without engagement, Elusis reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
Verbal acceptance of the customer only commits Elusis after the customer has confirmed this in writing (or electronically).
Prices
All prices used by Elusis are in euros, are exclusive 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.
Elusis is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
The parties agree on a total price for a service provided by Elusis. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
Elusis is entitled to deviate up to 10% of the target price.
If the target price exceeds 10%, Elusis must let the customer know in due time why a higher price is justified.
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%.
Elusis has the right to adjust prices annually.
Elusis will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
The consumer has the right to terminate the contract with Elusis if he does not agree with the price increase.
Payments and payment term
Elusis may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
The customer must have paid the full amount within 1 month, after delivery.
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 Elusis having to send the customer a reminder or to put him in default.
Elusis 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
If the customer does not pay within the agreed term, Elusis is entitled to charge an interest 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.
When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Elusis.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, Elusis may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Elusis on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by Elusis, he is still obliged to pay the agreed price to Elusis.
Right of recovery of goods
As soon as the customer is in default, Elusis is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
Elusis invokes the right of recovery by means of a written or electronic announcement.
As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Elusis, unless the parties agree to make other arrangements about this.
The costs for the collection or return of the products are at the expense of the customer.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Right of retention
Elusis can appeal to his right of retention of title and in that case retain the products sold by Elusis to the customer until the customer has paid all outstanding invoices with regard to Elusis, unless the customer has provided sufficient security for these payments.
The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Elusis.
Elusis is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Settlement
The customer waives his right to settle any debt to Elusis with any claim on Elusis.
Retention of title
Elusis remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to Elusis under whatever agreement with Elusis including of claims regarding the shortcomings in the performance.
Until then, Elusis can invoke its retention of title and take back the goods.
Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
If Elusis invokes its retention of title, the agreement will be dissolved and Elusis has the right to claim compensation, lost profits and interest.
Delivery
Delivery takes place while stocks last.
Delivery takes place at Elusis unless the parties have agreed upon otherwise.
Delivery of products ordered online takes place at the address indicated by the customer.
If the agreed price is not paid on time, Elusis has the right to suspend its obligations until the agreed price is fully paid.
In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by Elusis.
Delivery period
Any delivery period specified by Elusis is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
The delivery period starts after the customer has signed the agreement to Elusis and is confirmed in writing or electronically by Elusis to the customer.
Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Elusis cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Transport costs
Transport costs are paid by the customer, unless the parties have agreed upon otherwise.
Packaging and shipping
If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Elusis may not be held liable for any damage.
If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Elusis, failing which Elusis cannot be held liable for any damage.
Insurance
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 Elusis that are present at the premises of the customer
goods that have been delivered under retention of title
At the first request of Elusis, the customer provides the policy for these insurances for inspection.
Storage
If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
Any extra costs as a result of premature or late purchase of products are entirely at the customer's expense.
Assembly / Installation
Although Elusis strives to carry out all assembly and/or installation work as well as possible, it does not bear any responsibility for this, except in case of intent or gross negligence.
Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations for Elusis, not obligations of results.
The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.
Performance of the agreement
Elusis executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Elusis has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that Elusis can start the implementation of the agreement on time.
If the customer has not ensured that Elusis can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
The customer shall make available to Elusis all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
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.
If and insofar as the customer requests this, Elusis will return the relevant documents.
If the customer does not timely and properly provides the information, data or documents reasonably required by Elusis 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
The agreement between Elusis and the customer is entered into for the duration of 1 year, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
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.
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 Elusis a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Intellectual property
Elusis 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.
The customer may not copy or have copied the intellectual property rights without prior written permission from Elusis, nor show them to third parties and / or make them available or use them in any other way.
Confidentiality
The client keeps any information he receives (in whatever form) from Elusis confidential.
The same applies to all other information concerning Elusis 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 Elusis.
The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
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
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.
Penalties
If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Elusis an immediately due and payable fine of € 1.000 if the customer is a consumer and € 5.000 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 violation continues.
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.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Elusis including its right to claim compensation in addition to the fine.
Indemnity
The customer indemnifies Elusis against all third-party claims that are related to the products and/or services supplied by Elusis.
Complaints
The customer must examine a product or service provided by Elusis as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Elusis of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform Elusis of this within two months after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings, so that Elusis is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Elusis being forced to perform other work than has been agreed.
Giving notice
The customer must provide any notice of default to Elusis in writing.
It is the responsibility of the customer that a notice of default actually reaches Elusis (in time).
Joint and several Client liabilities
If Elusis enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Elusis under that agreement.
Liability of Elusis
Elusis is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Elusis is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
Elusis is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If Elusis 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 liability relates.
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.
Expiry period
Every right of the customer to compensation from Elusis 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.
Dissolution
The customer has the right to dissolve the agreement if Elusis 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.
If the fulfillment of the obligations by Elusis is not permanent or temporarily impossible, dissolution can only take place after Elusis is in default.
Elusis 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 Elusis good grounds to fear that the customer will not be able to fulfill his obligations properly.
Force majeure
In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Elusis in the fulfillment of any obligation to the customer cannot be attributed to Elusis in any situation independent of the will of Elusis, 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 Elusis .
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.
If a situation of force majeure arises as a result of which Elusis cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Elusis can comply with it.
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.
Elusis 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 agreement accordingly.
Changes in the general terms and conditions
Elusis is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Elusis with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
The customer cannot transfer its rights deferring from an agreement with Elusis to third parties without the prior written consent of Elusis.
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
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.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Elusis had in mind when drafting the conditions on that issue.
Applicable law and competent court
Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Elusis is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 23 February 2025