General terms and conditions
Introduction
These General Terms and Conditions ("Terms") govern all quotations, offers, agreements and services provided by Genesis Services, established and operating in Curaçao ("Genesis Services", "we", "us"), to any client ("Client") in connection with the installation, termination, expansion, modification, testing and certification of data networks and related structured cabling services. By accepting a quotation, signing a work order, or engaging Genesis Services, the Client agrees to be bound by these Terms.
1. Applicability
1.1 These Terms apply to all quotations, offers, work orders and agreements between Genesis Services and the Client, whether for a complete project or an individual service, unless expressly agreed otherwise in writing.
1.2 Any purchasing or other conditions put forward by the Client are expressly rejected unless Genesis Services has accepted them in writing.
1.3 If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force, and the parties will agree on a replacement provision that reflects the original intent as closely as possible.
1.4 Genesis Services may update these Terms from time to time. Material changes will be communicated to the Client in advance and will apply to agreements entered into after the effective date, unless mandatory law requires otherwise.
2. Quotations and offers
2.1 All quotations are free of obligation and valid for 30 days from the date of issue, unless a different period is stated. Genesis Services may withdraw or adjust a quotation prior to acceptance.
2.2 Quotations are based on the site conditions, drawings, cable counts and information available or provided at the time of quoting. If actual conditions differ materially (e.g., cable routing obstructions, building structure, number of outlets), Genesis Services may adjust the price and/or timeline accordingly.
2.3 Genesis Services is free to accept or decline any order without stating reasons.
3. Formation and scope of the agreement
3.1 An agreement is formed once the Client accepts a quotation or work order in writing (including e-mail), or once Genesis Services commences work at the Client's request.
3.2 The scope of services may include, without limitation: installation of cable trays and data cabling; supply and termination of patch cabinets; termination and coding of connections at the workstation side; and testing and certification of the complete data network. The precise scope for each project is defined in the applicable quotation or work order.
3.3 Verbal commitments or side agreements made by employees or subcontractors only bind Genesis Services once confirmed in writing.
4. Prices and fees
4.1 Unless stated otherwise, all prices are quoted in USD, XCG or EUR, exclusive of applicable turnover tax (OB) and any import duties, permit fees or other government-imposed charges.
4.2 Prices are based on cost factors known at the time of the quotation (materials, labor, exchange rates, import costs). Should these factors change materially before completion of a long-running project, Genesis Services may adjust the price proportionally, subject to prior written notice to the Client.
4.3 Work outside the agreed scope ("additional work"), including changes requested after approval of a design or cable schedule, will be quoted and invoiced separately at prevailing rates.
5. Invoicing and payment
5.1 Unless otherwise agreed, invoices are payable within 14 days of the invoice date, without any right of set-off or suspension on the part of the Client, except as established by a court or arbitral decision.
5.2 For projects exceeding two weeks in duration, Genesis Services may invoice in phases (e.g., mobilization, materials, completion) as set out in the quotation.
5.3 If payment is not received by the due date, the Client owes statutory commercial interest on the outstanding amount without further notice, and Genesis Services may suspend work until payment is received.
5.4 All reasonable judicial and extrajudicial collection costs incurred as a result of late payment are for the Client's account, subject to a minimum of USD 150.
5.5 Genesis Services may require an advance payment or reasonable security before commencing or continuing work, particularly for materials procurement.
6. Execution of works
6.1 Genesis Services will perform the agreed works with due skill and care, in accordance with generally accepted industry standards for structured cabling (e.g., ANSI/TIA or ISO/IEC cabling standards, as applicable) and any specifications agreed with the Client.
6.2 The Client is responsible for providing timely and safe access to the site, accurate floor plans or layouts, and any information reasonably required by Genesis Services (e.g., desired outlet locations, existing infrastructure, power availability).
6.3 The Client shall ensure that the work area meets reasonable environmental conditions (power, lighting, access, and, where relevant, climate control) needed to carry out the installation and testing safely and efficiently.
6.4 Work is normally carried out during regular business hours on business days. Work requested outside these hours may be subject to additional charges.
6.5 If circumstances beyond Genesis Services' reasonable control delay access to the site or the availability of required information, the agreed timeline will be extended accordingly, and any resulting additional costs may be charged to the Client.
7. Testing, certification and acceptance
7.1 Where testing and certification form part of the agreed scope, Genesis Services will test each installed link and provide a certification report confirming performance against the applicable cabling standard and/or the cabling manufacturer's warranty requirements.
7.2 The Client must inspect the completed installation and the certification report promptly upon delivery. Any complaints regarding visible defects or discrepancies must be submitted in writing within 8 days of delivery; complaints regarding defects that could not reasonably have been discovered within that period must be submitted within 14 days of discovery.
7.3 If no complaint is received within the applicable period, the installation is deemed accepted by the Client.
7.4 Submitting a complaint does not release the Client from its payment obligations.
8. Warranty
8.1 Genesis Services warrants that installation workmanship will be free from material defects for a period of 12 months from completion, unless a different period is stated in the quotation or in a manufacturer's certification warranty passed through to the Client.
8.2 This warranty does not cover defects resulting from: modifications or repairs carried out by parties other than Genesis Services; misuse, negligence, or use outside normal operating conditions; power surges, water damage, fire, or other external causes; or normal wear and tear.
8.3 Materials and components supplied by third-party manufacturers (e.g., cabling, patch panels, cabinets) are covered by the warranty terms of the relevant manufacturer, which Genesis Services will pass through to the Client where applicable.
8.4 Warranty repairs will be carried out within a reasonable time. Costs of investigating and repairing defects not covered by the warranty may be charged at prevailing rates.
9. Liability
9.1 Genesis Services' total liability for any direct damage arising from or in connection with an agreement is limited to the amount invoiced for the relevant project (excluding OB tax), unless a higher amount was expressly agreed in writing.
9.2 Genesis Services is not liable for indirect or consequential damage, including but not limited to loss of profit, loss of data, business interruption, or loss arising from network downtime, except in cases of intent or gross negligence on the part of Genesis Services.
9.3 Genesis Services is not liable for damage to existing infrastructure, cabling, or IT equipment not installed by Genesis Services, unless such damage results from intent or gross negligence.
9.4 The Client is responsible for maintaining adequate backups of any data or systems that may be affected by network work. Genesis Services is not liable for data loss arising from planned or unplanned network downtime during the project.
9.5 Any claim for damages must be reported to Genesis Services in writing as soon as reasonably possible after it arises, and in any event within 30 days.
9.6 The Client indemnifies Genesis Services against third-party claims arising from the Client's use of the installed network, except to the extent such claims result from Genesis Services' intent or gross negligence.
10. Materials, retention of title and risk
10.1 All materials and equipment supplied by Genesis Services remain its property until the Client has paid all amounts owed under the relevant agreement in full.
10.2 Risk in installed materials and cabling passes to the Client upon completion and acceptance of the relevant part of the installation, or upon delivery if the Client has not arranged installation by Genesis Services.
11. Intellectual property
11.1 Design drawings, cable schedules, labeling plans, test reports and other documentation prepared by Genesis Services remain the intellectual property of Genesis Services, save for the license granted to the Client to use such documentation for the operation and maintenance of its own network.
11.2 The Client may not commercially exploit, resell, or share such documentation with third parties without prior written consent, except where reasonably necessary for maintenance, insurance, or regulatory purposes.
12. Confidentiality
12.1 Each party will keep confidential any business, technical or network information obtained from the other party in connection with the agreement, and will use it solely for the purpose of performing the agreement.
12.2 This obligation survives termination of the agreement for a period of two years, and does not apply to information that is or becomes publicly available other than through breach of this clause.
13. Force majeure
13.1 Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to extreme weather, hurricanes, import/shipping delays, government measures, power or utility outages, strikes, or shortages of materials.
13.2 If a force majeure event continues for more than 60 days, either party may terminate the affected part of the agreement by written notice, without any obligation to pay damages, subject to payment for work already properly performed.
14. Suspension and termination
14.1 Genesis Services may suspend or terminate an agreement with immediate effect, by written notice and without liability for damages, if the Client fails to meet its payment obligations, is declared bankrupt, applies for a moratorium, or otherwise appears unable to meet its obligations.
14.2 Either party may terminate an ongoing agreement for cause by written notice if the other party materially breaches the agreement and fails to remedy the breach within a reasonable period after being given written notice specifying the breach.
14.3 If the Client cancels a confirmed project, the following cancellation charges apply, calculated on the total project value: 100% if cancelled within 5 business days of the scheduled start; 50% if cancelled between 6 and 15 business days before the scheduled start; 0% if cancelled more than 15 business days in advance — in each case in addition to reimbursement of materials already ordered specifically for the project.
15. Transfer of rights and obligations
15.1 Genesis Services may engage subcontractors or third parties to perform all or part of the agreed services without requiring the Client's prior consent, while remaining responsible for the proper performance of the agreement.
15.2 The Client may not transfer its rights or obligations under an agreement to a third party without the prior written consent of Genesis Services.
16. Governing law and disputes
16.1 These Terms and all agreements between Genesis Services and the Client are governed exclusively by the laws of Curaçao.
16.2 Any dispute arising from or in connection with an agreement will be submitted to the competent Court of First Instance of Curaçao, without prejudice to Genesis Services' right to bring proceedings before any other competent court.
Contact
Genesis Services — Curaçao. Questions about these terms: contact page.
These Terms are a general, condensed template and are provided for business use; they are not a substitute for advice from Curaçao counsel. We recommend having them reviewed by a locally admitted lawyer before formal adoption, particularly regarding tax (OB), import-duty, and consumer-protection provisions applicable to your specific contracts.