Chari Rose Chamber of Commerce 90080688
Sept. 9, 2023
1 Agreement, quotation and confirmation
1.1 Applicability of general terms and conditions
These general terms and conditions, to the exclusion of purchase or other conditions of the client, shall apply to the formation, content and performance of all agreements concluded between the client and the contractor.
1.2 Offers
Quotes are non-binding and valid for thirty (30) days. Price quotes may be changed due to an unforeseen change in work. Prices are generally exclusive of sales tax and other government levies. In certain circumstances, the price is stated inclusive of taxes.
1.3 Written confirmation
Orders must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees to the contractor commencing performance of the order, the contents of the quotation shall be deemed agreed upon. Further oral agreements and stipulations shall bind the Contractor only after they have been confirmed in writing by the Contractor.
1.4 Multiple contractors
If the client wishes to award the same order to others than this contractor at the same time or has previously awarded the order to someone else, he must notify the contractor, stating the names of these others.
2 The execution of the agreement
2.1 Implementation of assignment
The contractor shall make every effort to perform the assignment carefully and independently, to represent the client’s interests to the best of his knowledge and to strive for a result that is useful to the client. To the extent necessary, the contractor shall keep the client informed of the progress of the work.
2.2 Providing data
The client shall be obliged to do all that is reasonably necessary or desirable to enable timely and correct delivery by the contractor, in particular by timely supplying complete, sound and clear data or materials.
2.3 Delivery period
A deadline given by the contractor for completion of the design is indicative, unless the nature or content of the agreement dictates otherwise. If the specified deadline is exceeded, the client must give the contractor written notice of default.
2.4 Extensions after the visualization phase
Any additions or changes that occur after the visualization phase, during design or development, are considered additional work and will be reviewed and priced in consultation with the client before implementation.
2.5 Delay in final launch
Each day of delay caused by the client will be added to the originally agreed deadline for final launch unless the delay is due to force majeure or circumstances beyond the control of the contractor.
2.6 Testing, licensing and legal provisions
Unless otherwise agreed, performing tests, applying for permits and assessing whether the client’s instructions comply with legal or quality standards is not part of the contractor’s assignment.
2.7 Disclosure and reproduction
Prior to production, reproduction or publication, the parties must give each other the opportunity to review and approve the latest models, prototypes or proofs of the design. At the request of the contractor, the client shall confirm the above approval in writing.
2.8 Complaints
Complaints must be communicated in writing to the contractor as soon as possible, but in any case within ten (10) working days of the completion of the assignment, failing which the client shall be deemed to have fully accepted the result of the assignment.
3 Engaging third parties
3.1 Use of suppliers
Unless otherwise agreed, assignments to third parties in connection with the creation of the design shall be given by or on behalf of the client. At the client’s request, the contractor may act as an agent, at the client’s expense and risk. The parties may agree on a fee to be agreed upon for this purpose.
3.2 Requesting quotes from suppliers
If the contractor prepares a budget for third-party costs at the client’s request, such budget shall be indicative only. If desired, the contractor may solicit bids on behalf of the client.
3.3 General conditions for suppliers
If, in the execution of the order, the contractor procures risky goods or services from third parties by express agreement for its own account, after which these goods or services are passed on to the client, the provisions of the general terms and conditions shall apply. of the supplier regarding quality are applicable. , quantity, quality and delivery of these goods or services also apply to the client
4 Intellectual property and proprietary rights
4.1 Copyright and industrial property
Unless otherwise agreed in writing between the parties, all intellectual property rights arising from the order, including patent rights, design rights and copyrights, shall be vested in the Contractor. To the extent that such a right can only be obtained by deposit or registration, only the contractor is authorized to do so.
4.2 Examination of the existence of rights
Unless expressly agreed in writing, the assignment does not include conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
4.3 Attribution
Unless the work does not lend itself thereto, the contractor shall at all times be entitled to mention or remove his/her name on or near the work, and the client shall not be permitted to use the work without prior permission without mentioning his/her name. of the contractor to be disclosed or reproduced.
4.4 Ownership of Contractor
Unless expressly agreed in writing, working drawings, illustrations, prototypes, models, molds, designs, design sketches, films and other materials or (electronic) files, however produced by the contractor in connection with the order, shall remain the property of the contractor. Whether they were made available to the client or to third parties.
4.5 Retention obligation
Upon completion of the order, neither the client nor the contractor shall have any obligation to retain the materials and data used.
5 Use and license
5.1 Use
- When the client fully complies with his obligations under the agreement with the contractor, he acquires an exclusive license to use the design as far as the right of publication and reproduction in accordance with the purpose agreed in the order is concerned.
- If no destination has been agreed upon, the licensing will be limited to that use of the design for which firm intentions existed at the time of placing the order. These intentions must be demonstrably communicated to the contractor prior to the conclusion of the agreement.
5.3 Wider use
Without the written consent of the contractor, the client shall not be entitled to use the design more widely or in a manner different from that agreed upon. In case of non-agreed broader or other use, including modification, mutilation or damage to the preliminary or final design, the contractor shall be entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or at least one compensation that is reasonable and fair in relation to the infringement committed, without prejudice to the contractor’s right to claim compensation for the damage actually suffered.
5.4 Prohibition of use
The client shall no longer be permitted to use the results made available and any license granted to the client in connection with the assignment shall expire:
- from the moment that the client fails to fulfill (in full) his (payment) obligations under the agreement or is otherwise in default, unless the client’s failure is of minor significance in light of the assignment as a whole;
- if the assignment is terminated prematurely for any reason, unless the consequences are contrary to reasonableness and fairness.
5.5 Own promotion
The contractor is free to use the design for his own publicity or promotion, taking into account the client’s interests.
6 Fee and incidental expenses
6.1 Fee and incidental expenses
In addition to the agreed fee, the costs incurred by the contractor in carrying out the assignment are also eligible for reimbursement.
6.2 Compensation for additional work
If the contractor is compelled to perform more or other work as a result of late or non-delivery of complete, sound and clear data/materials or as a result of an amended or incorrect order or briefing, such work shall be charged separately, based on the contractor’s usual fee rates.
6.3. Delay due to missing documentation (cost increase)
If the client fails to provide the required documentation and materials as agreed in the project plan or in a timely manner, the project fee may be increased by 3% for each working day of delay experienced by the contractor as a result of such failure. information.
7 Payment
7.1 Payment obligation
Payments must be made within fourteen (14) days of invoice date, unless otherwise agreed in writing. If the contractor has not received (full) payment after the expiry of this period, the client shall be in default by operation of law and automatically. In case of default, the client shall owe interest equal to the statutory interest rate as provided in Article 6:119 of the Dutch Civil Code. The client is also obliged to pay all reasonable costs incurred by the contractor to collect the claim, both judicial and extrajudicial, including the costs of legal assistance, bailiffs and collection agencies.
7.2 Periodic payments
The contractor has the right to charge its fee monthly for work performed and expenses incurred in the execution of the order.
7.3 No discount or offset
The client shall make payments due to the contractor without discount or setoff, except for offsetting against deductible advances related to the contract provided to the contractor.
The client does not have the right to suspend payment of invoices for work already performed.
8 Termination and dissolution of the agreement
8.1 Termination of agreement by client
When the client terminates an agreement, in addition to compensation, he shall be liable for the fee and expenses incurred in relation to the work performed up to that point.
8.2 Termination of Agreement by Contractor.
If the agreement is dissolved by the contractor on account of an attributable failure by the client to perform the agreement, the client shall owe, in addition to damages, the fee and costs incurred in connection with the work performed up to that time.
Conduct by the client on the basis of which the contractor can no longer reasonably be required to complete the order will also be considered an attributable failure in this context.
8.3. Termination due to lack of communication
If the client fails to respond to requests for input, approval or feedback from the contractor for a period of 14 days, the contractor reserves the right to consider the project terminated and the contractor shall not be liable for any work not completed.
8.4 Compensation
The compensation mentioned in the previous two paragraphs of this article shall in any case include the costs arising from the obligations that the contractor has entered into in his own name with third parties for the fulfillment of the order, as well as 30% of the remaining part. of the fee paid by the client, the full fulfillment of the assignment would be due.
8.5 Bankruptcy
Both the contractor and the client have the right to immediately dissolve the agreement in whole or in part in the event of bankruptcy or (provisional) suspension of payment of the other party. In the event of the client’s bankruptcy, the contractor shall be entitled to terminate the right of use granted, unless the consequences are contrary to reasonableness and fairness.
8.6 Attributable failure
In the event of dissolution by the client on account of an attributable failure by the contractor to fulfill his obligations, the performances already delivered and the related obligation to pay will not be the object of undoing, unless the client proves that the contractor is in default with his obligations. as regards those performances. . Amounts which the contractor has invoiced before the dissolution in connection with what he has already duly performed or delivered in the performance of the agreement shall remain due without prejudice to the provisions of the preceding sentence and shall become immediately payable at the time of dissolution. .
8.7 Term Agreements
If the Contractor’s work consists of repeatedly performing similar work, the applicable agreement shall be for an indefinite period of time, unless otherwise agreed in writing. This Agreement may only be terminated by written notice, giving reasonable notice of at least three (3) months.
9 Warranties and disclaimers
9.1 Copyright holder
The contractor guarantees that the items delivered have been designed by him or on his behalf and that, if the design is subject to copyright, he is considered the creator within the meaning of the Copyright Act and can dispose of the work as such. the copyright holder.
9.2 Indemnification against claims related to design use
The client shall indemnify the contractor or persons engaged by the contractor in the assignment for all third party claims arising from the applications or use of the result of the assignment.
9.3 Materials and data provided
The client shall indemnify the contractor against claims relating to intellectual property rights to materials or data provided by the client and used in the execution of the order.
10 Liability
10.1 Liability
The contractor shall not be liable for:
- Errors or deficiencies in the material supplied by the client.
- Misunderstandings, errors or shortcomings relating to the performance of the agreement if they have their origin or cause in acts of the client, such as failure to provide complete, sound and clear data/materials on time or at all.
- Errors or shortcomings of third parties engaged by or on behalf of the client.
- Defects in vendor quotes or overruns of vendor quotes.
- Errors or shortcomings in the design or text/data, if the client has given his approval in accordance with the provisions of Art. 2.5 or has been given the opportunity to conduct an inspection and has not availed himself of it.
- Errors or deficiencies in the design or text/data, if the client omitted to make or perform a particular model, prototype or test and these errors would have been observable in such model, prototype or test.
10.2 Contractor’s liability.
The Contractor shall only be liable for direct damages attributable to him. Direct damages shall mean only:
- Reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms.
- Any reasonable costs incurred to make the Contractor’s defective performance conform to the Agreement.
- Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have resulted in limiting the direct damage as referred to in these general terms and conditions.
Contractor’s liability for all damages other than the aforementioned, such as indirect damages, including consequential damages, lost profits, mutilated or lost data or materials, or damages due to business interruption, is excluded.
10.3 Limitation of liability
Except in cases of intent or deliberate recklessness on the part of the Contractor or the management of the Contractor – subordinates therefore excluded – the Contractor’s liability for damages arising from an agreement or in tort against the Client shall be limited to the invoice amount pertaining to the part of the order executed, less the costs incurred by the Contractor in engaging third parties, on the understanding that this amount shall not exceed Naf 10,000 and shall in any event be limited at all times to a maximum of the amount paid out by the insurer. the contractor in the relevant case.
10.4 Expiration of liability
Any liability shall expire after one year from the time the assignment is completed.
10.5 Copies of materials
The client shall be obliged, if reasonably possible, to retain copies of materials and data provided by him until the assignment is completed. If the client fails to do so, the contractor cannot be held liable for damages that would not have occurred had these copies existed.
11 Other provisions
11.1 Transfer to third parties
The client is not permitted to transfer rights under an agreement entered into with the contractor to third parties, other than in the case of transfer of his entire business.
11.2 Confidential
The parties are obliged to keep confidential facts and circumstances that come to the knowledge of the other party in the context of the assignment. Third parties involved in the execution of the assignment shall:
be bound to the same confidential treatment with respect to these facts and circumstances coming from the other party.
11.3 Inscriptions
Headings in these terms and conditions are for readability purposes only and are not part of these terms and conditions.
11.4 Dutch law
The agreement between the contractor and the client is governed by Dutch law. The court for disputes between the Contractor and the Client shall be the competent court in the island territory where the Contractor is located, or the court competent under the law, at the discretion of the Contractor.