These Terms and Conditions always apply to all offers and agreements of the Contractor, whether they relate to services that are free of charge or paid for, with the express exclusion and rejection of all general terms and conditions stated by Clients on their letterheads, order and delivery forms and such stated and/or deposited somewhere or declared applicable. By merely requesting an offer and/or issuing an order to the Contractor, the Client accepts these Terms and Conditions and thereby the Client explicitly waives the applicability of its own general terms and conditions.
In the event of a written bid or a written order confirmation from the Contractor, such bid or order confirmation will be deemed to reflect the full Agreement and will replace all prior written and oral agreements, statements and/or comments made by the parties. Changes or additions to the text of the bid or order confirmation in addition to the bid or order confirmation shall only form part of the Agreement when this is explicitly acknowledged in writing by the Contractor, whereby in the event of any inconsistency the text of the bid or order confirmation shall prevail.
The Contractor reserves the right to amend these Terms and Conditions unilaterally. The Client will be deemed to have accepted the amendments in question if the Contractor has not received a written objection from the Client within 14 days of the written notification of the amendment.
Offers made by the Contractor shall have a limited period of validity of 10 working days, unless otherwise indicated in writing. The Contractor will always have the right to revoke an offer accepted by the Client within two working days after receipt of the acceptance thereof. The Client cannot derive any right from information from bids, folders, advertising materials or from the Contractor’s website.
If, for any reason whatsoever, any provision of these general terms and conditions is not valid, the remaining terms and conditions will stay in force and the parties will negotiate a new provision which will resemble, concerning content, range and aim, as much as possible the original provision.
Contractor strives to constantly improve and update its services. If this process requires technical changes to the services, Contractor shall notify the customer of this at least four weeks before the change date and shall provide the Client with all necessary information regarding any technical adjustments necessary on the Client’s side.
Contractor reserves the right to have the order (partly) carried out by third parties.
Unless expressly agreed otherwise in writing in the Agreement, the prices are exclusive of VAT.
Price increases resulting from additions and/or changes to the order made at the oral or written request of the Client are entirely for the account of the Client.
Invoices shall be issued after conclusion of the contract. Contractor is also entitled to issue invoices electronically. Payments are due immediately upon receipt of the invoice and in advance without any deduction. If the customer is in arrears in regard to payments, or exceeds the limits of the Plan purchased by it, for a period of three (3) calendar days or more, Contractor may discontinue the provision of services as a whole or in part, as well as initiate legal dunning procedures or legal proceedings concerning all existing obligations. Payment is deemed to be made as soon as Contractor can actually dispose of the amount due (in the case of cheques: the date on which the amount is credited without reservation).
Payments made by the Client shall first be deducted from all costs and interest owed and then from the longest outstanding invoices, even if the Client states that the payment relates to (a) later invoice(s).
In the event that the Contractor cannot fulfil its obligations towards the Client due to a non-attributable failure, the Client will not be entitled to dissolve the Agreement and the fulfilment of the obligations of the contract will be suspended for the duration of the force majeure situation.
If any situation of force majeure has lasted two (2) months, the Contractor shall be entitled to dissolve the Agreement in whole or in part in writing.
In the event of a situation of force majeure, the Client shall not be entitled to any compensation or damages, not even if the Contractor should derive any benefit as a result of the force majeure.
In addition to what is understood in this respect by law and case law, force majeure is understood to mean all external causes, foreseen and unforeseen, over which the Contractor cannot exercise any influence, as a result of which the fulfilment of its obligations vis-à-vis the Client is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be demanded of the Contractor, regardless of whether this circumstance could have been foreseen at the time of the conclusion of the Agreement. These circumstances include: strikes, lockouts, fire and/or measures taken by any governmental authority, as well as the absence of any governmental permit to be obtained.
Unless explicitly agreed otherwise in writing, the Contractor shall retain the copyrights, the patent rights and all other industrial and/or intellectual property rights to the work carried out by it, offers made, designs, images, drawing, (trial)models, recipes, software, etc.
Unless explicitly agreed otherwise in writing, the rights to the data referred to in this article will remain the property of the Contractor, regardless of whether costs have been charged to the Client for the production thereof.
All information, either verbally or in writing, provided by the Contractor to the Client, shall remain property of the Contractor and may only be used by the Client for the purpose for which it has been provided.
The Client will not provide the Contractor’s information to third party in any way whatsoever, except to the extent reasonably necessary in connection with the proper performance of the Agreement and then only after and to the extent that a confidentiality obligation has been agreed upon.
Copyrights to the services shall remain solely with the Contractor; the Client shall only be granted a simple, non-transferable right to use the services within the scope corresponding to the contract’s purpose and purchased Plan.
The Contractor will not be liable for any indirect loss or damage suffered by the Client or a third party in connection with (the performance of) the Agreement or a service provided by the Contractor, including consequential loss or damage, immaterial loss or damage, business or environmental damage.
Any liability on the part of the Contractor shall in any event be limited to a maximum of 50% of the invoice value of the order placed with Contractor by the Client, or at least to that part of the order to which the liability relates. If the Contractor is insured and the insurance actually pays out insurance as a result of the liability in question, its liability will be limited to the amount paid out.
The exclusion of liability in this article shall not apply if the damage is caused by intent or gross negligence on the part of the Contractor or its executive staff.
The Contractor will not be liable for loss or damages resulting from errors in the information provided by the Client, such as prescribed working methods or given orders, directions and instructions, and for loss or damages caused by work performed by the Client or by third parties on instructions by the Client.
The consequences of compliance (by the Contractor or third parties) with statutory regulations or decision of public authorities are for the Client’s account, regardless of whether the cause/necessity of such compliance can be attributed to the Client, the Contractor or a third party.
The Client may only invoke the obligations arising from this article if it has itself fulfilled all its obligations towards the Contractor.
Any right of action for whatever reason on the part of the Client against the Contractor will lapse no later than one year after the work has been performed.
In the following cases, the Client will be in default by operation of law and the Contractor will be entitled to dissolve the Agreement in whole or in part – without any notice of default or judicial intervention being required – extrajudicially:
In the event of dissolution by the Contractor on the grounds in the preceding paragraph, the Client will owe the Contractor an amount equal to 0% of the price payable under the Agreement.
The foregoing is without prejudice to the Contractor’s other rights.
Client’s Subscription starts the moment Client fills out, accepts and sends the online form.
The term of the subscription is determined by the Plan chosen. A Plan can be terminated any time effective the end of the agreed minimum term. Otherwise, the term of the contract shall be extended by an additional period corresponding to the agreed minimum term in each case, unless terminated by one of the parties effective to the end of the respective contractual term. If the minimum term is longer than one year, the renewal term shall be one year in each case.
Contractor may at any time postpone its services or terminate the Agreement, at such time as Contractor so desires. In that case, Contractor will not pay any compensation. Contractor may do so in the following cases:
Is the Agreement dissolved by Contractor with immediate effect? If so, Contractor will be entitled to demand immediate payment of its claims. Contractor will retain its claims as stated in the law and in the Agreement. Is the Agreement for an indefinite period of time? If so, Contractor may terminate the Agreement with thirty days’ notice. If the Agreement is for a definite period, Contractor may terminate it with a notice period of fourteen (14) days.
If Contractor terminates the Agreement prematurely, consultation will take place about the tasks still to be performed. Can the termination be attributed to Client? In that case, these tasks will be suspended.
Contractor naturally hopes that during the term of the Agreement Client will not find itself in dire circumstances (e.g. liquidations, suspension of payments or bankruptcy, attachment, debt restructuring or any other situation in which Client can no longer freely dispose of its assets). However, this can happen. In these cases, Contractor may terminate the Agreement with immediate effect. In doing so, Contractor will not be obliged to pay Client (back) or to pay damages or compensation. Claims of Contractor against Client in these cases are immediately due and payable.
For the Subscription, Client shall owe a monthly subscription fee equal to the agreed subscription fee. This contribution must be paid by means of a credit card or SEPA direct debit authorization, which must be completed and accepted when a Subscription is taken out. The current price of the Subscription can be found at all times on the website of Contractor.
In the event that Client objects to the amount of the invoice (already sent), Client must pay this invoice in full, on time and correctly, unless Client has reached a different solution in consultation with Contractor.
The prices of Contractor will be determined annually. In determining these amounts, our date will be decisive, unless it can be demonstrated that our data is not correct.
Contractor shall give the Client two (2) months’ advance notice of a price change in text form. The change shall be deemed to have been agreed if the Client does not object in text form within three (3) weeks of receiving notice of the change. If the Client objects to the change, Contractor shall have an extraordinary right to terminate the contract. Such termination shall be effective as of the date from which the change is to apply. Contractor shall separately point out the deadline and the legal consequences of failing to meet it in the notice.
The Agreement shall be governed solely by Dutch law, to the exclusion of the United nations Convention on Contracts for the International Sale of Goods.
Only the court that has jurisdiction in respect of the municipality in which the Contractor is seated shall have jurisdiction to settle disputes arising from the Agreement, unless the Contractor opts for the court that has subject-matter jurisdiction.