Terms &
conditions
Last modified: 30-06-2024
Article 1 – Definitions
In these General Terms and Conditions, the following terms have the meanings ascribed to them:
Contractor: Massimo Meijer — Freelance Design & Product Director.
Client: The counterparty of the contractor.
Agreement: The service agreement.
Article 2 – General
These terms and conditions apply to every offer and agreement between the contractor and a client. Deviations from these conditions are only valid if explicitly agreed upon in writing by both parties.
If one or more provisions in these conditions are null or void, the remaining provisions remain applicable.
The parties will then consult to agree on new provisions to replace the invalid ones, taking the intent of the original provisions into account as much as possible.
Article 3 – Execution of the agreement
The contractor will execute the agreement to the best of their knowledge and ability.
The contractor has the right to have work or services performed by third parties.
The client is responsible for providing all data that the contractor indicates is necessary, or that the client should reasonably understand is necessary for the execution of the agreement.
If the necessary data for the execution of the agreement are not provided to the contractor in time, the contractor has the right to suspend the execution of the agreement and/or charge the resulting extra costs according to the usual rates.
The contractor is not liable for any damage, of any kind, caused by relying on incorrect and/or incomplete data provided by the client.
If it has been agreed that the agreement will be executed in phases, the contractor can suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
The client indemnifies the contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and which are attributable to the client.
Article 4 – Amendment of the agreement
If it becomes apparent during the execution of the agreement that changes or additions to the work are necessary for proper execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
If the change has financial or qualitative consequences, the contractor will inform the client.
If a fixed or periodic price has been agreed upon, the contractor will indicate to what extent the change or addition to the agreement results in exceeding this price, which is at the client's expense.
The contractor cannot charge additional costs if the change or addition is the result of circumstances attributable to the contractor.
Article 5 – Contract duration
The agreement between the contractor and a client is entered into for an indefinite period unless otherwise agreed.
If a period for the completion of certain work has been agreed upon within the term of the agreement, this is not a fatal and strict deadline.
Article 6 – Prices
All prices communicated by the contractor are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement unless explicitly stated otherwise.
The parties can agree on a fixed or periodic price when concluding the agreement.
If no fixed or periodic price is agreed upon, the price will be determined based on the actual hours spent. This will be done according to the contractor's usual hourly rates.
If the client agrees to a fixed price, periodic price, or hourly rate with the contractor, the contractor is entitled to increase this price or hourly rate.
The contractor must inform the client of this in a timely manner. The contractor is entitled to pass on price increases if the rates (e.g., purchase or print) have increased between the time of the offer and delivery.
Furthermore, the contractor may increase the price if it appears that the originally agreed or expected amount of work was insufficiently estimated when concluding the agreement, which is not attributable to the contractor. In that case, the contractor will inform the client of the intention to increase the price or rate.
Article 7 – Invoicing & payment
Payment must be made within 14 days of the invoice date, in the currency declared, in a manner indicated by the contractor. Objections to the amount of the invoices do not suspend the payment obligation.
If the client fails to pay within the 14-day term, they will receive a reminder via email. This reminder must be paid within 14 days.
If the client does not pay the reminder, they are legally in default. A final notice will be sent, which must be paid within 14 days. The client will then owe administration, postage, and reminder costs of €22.95 excluding VAT.
If payment of the final notice is not received after 14 days, the contractor reserves the right to transfer the claim to a collection agency. The associated costs will be charged to the client.
If the client fails to fulfill one or more of their obligations, all reasonable costs incurred to obtain payment out of court will be borne by the client.
If the contractor incurs higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
Any reasonable judicial and enforcement costs incurred are also borne by the client.
The client owes interest on the incurred collection costs.
In certain cases, a price must be paid in advance or periodically. Services will only be provided once this payment is received.
The contractor reserves the right to temporarily or permanently suspend or terminate services and/or products if timely payment is not made.
The client agrees to invoicing by email. The client understands that communication via this method has the same legal status as letters sent by post.
The client is responsible for timely checking incoming emails at the email address provided by the client, including checking the spam folder in case emails end up there.
The client will inform the contractor in a timely manner if their email address changes.
Article 8 – Revisions & warranty
If it has been agreed that the client has the right to one or more revisions, the contractor may choose to add extra revisions on a case-by-case basis, provided the contractor considers the client's comments or complaints reasonable and justified.
Article 9 – Cancellation & right of withdrawal
The client waives their right of withdrawal and the 14-day cooling-off period in the case of distance purchases.
Once the agreement is signed or the purchase is made online, the assignment is immediately final.
Both parties can terminate the agreement in writing or by email at any time.
If the agreement is terminated prematurely by the client, the client is obliged to pay an amount specified in the additional terms of the agreement. If these additional terms are not specified, the client is obliged to pay the invoices for work performed up to that point.
If the agreement is terminated prematurely by the contractor, the contractor will ensure the transfer of any remaining work to third parties in consultation with the client, unless the reasons for termination are attributable to the client.
If the transfer of work entails extra costs for the contractor, these will be charged to the client.
Article 10 – Suspension & termination
The contractor is entitled to suspend the fulfillment of obligations or terminate the agreement if:
The client does not fulfill the obligations from the agreement or does so incompletely.
Circumstances that come to the contractor's knowledge after the conclusion of the agreement provide good grounds to fear that the client will not fulfill their obligations.
Circumstances that come to the contractor's knowledge after the conclusion of the agreement provide good grounds to fear that the client will misuse the contractor's services or use them for illegal purposes.
Circumstances that come to the contractor's knowledge after the conclusion of the agreement provide good grounds to fear that the client will cause damage to third parties.
The client was requested to provide security for the fulfillment of their obligations from the agreement at the time of conclusion, and this security is not provided or is insufficient.
The contractor has another justified reason for this.
The contractor is also entitled to terminate the agreement if circumstances arise that make fulfillment of the agreement impossible or if circumstances arise that make maintaining the unchanged agreement unreasonable.
If the agreement is terminated, the contractor's claims against the client are immediately due and payable. If the contractor suspends the fulfillment of obligations, they retain their claims under the law and agreement.
The contractor always reserves the right to claim damages.
Article 11 – Liability
The contractor is in no way liable for any damage, both direct and indirect, resulting from the use of the contractor's services or products.
If the contractor is liable, this liability is limited to what is stipulated in this provision.
If the contractor is liable for direct damage, this liability is limited to a maximum of once the total price, at least for that part of the assignment to which the liability relates.
Contrary to what is stipulated in 3. of this article, for an assignment with a longer duration than three months, the liability is further limited to the amounts due over the last three months.
Direct damage is exclusively understood as:
The reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
Any reasonable costs incurred to have the contractor's defective performance conform to the agreement unless these cannot be attributed to the contractor;
Reasonable costs incurred to prevent or limit damage, provided the client demonstrates that these costs have led to limiting direct damage as referred to in these general terms and conditions.
The contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business stagnation.
Article 12 – Indemnification
The client indemnifies the contractor against claims from third parties regarding intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.
If the client provides the contractor with data carriers, electronic files, or software, etc., they guarantee that these data carriers, electronic files, or software are free of viruses and defects.
Article 13 – Force majeure
Parties are not obliged to fulfill any obligation if they are hindered due to a circumstance not attributable to fault, and which is not for their account under the law, a legal act, or generally accepted standards.
In these general terms and conditions, force majeure means, in addition to what is understood by it in the law and jurisprudence, all external causes, foreseen or unforeseen, on which the contractor cannot exert influence but which prevent the contractor from fulfilling obligations. This includes strikes in the contractor's company.
The contractor also has the right to invoke force majeure if the circumstance that prevents further fulfillment occurs after the contractor should have fulfilled its obligation.
Parties can suspend the obligations from the agreement during the period of force majeure. If this period lasts longer than two months, each party is entitled to terminate the agreement without obligation to pay compensation to the other party.
Insofar as the contractor has partly fulfilled or will partly fulfill its obligations from the agreement at the time of the occurrence of force majeure, and an independent value can be attributed to the fulfilled or to be fulfilled part, the contractor is entitled to invoice the fulfilled or to be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate agreement.
Article 14 – Confidentiality
Both parties are obliged to maintain confidentiality regarding any confidential information they have obtained from each other or another source within the framework of their agreement. Information is considered confidential if this is communicated by the other party or if it results from the nature of the information.
If, based on a legal provision or a judicial decision, the contractor is obliged to provide confidential information to third parties designated by law or competent court, and the contractor cannot invoke a legal right or recognized and permitted by the competent court, the contractor is not obliged to pay compensation or indemnification, and the client is not entitled to terminate the agreement based on any resulting damage.
Article 15 – Intellectual property & copyrights
Without prejudice to what is stipulated in these general terms and conditions, the contractor reserves the rights and powers to which they are entitled under the Copyright Act.
All documents provided by the contractor, such as reports, advice, designs, sketches, drawings, software, etc., are intended exclusively for the client's use and may not be reproduced, made public, or brought to the notice of third parties without prior consent from the contractor, unless the nature of the provided documents dictates otherwise.
The contractor reserves the right to use the knowledge acquired during the execution of the work for other purposes, provided no confidential information is disclosed to third parties.
Article 16 – Non-disclosure agreement (NDA)
If agreed in advance, the contractor will sign a non-disclosure agreement. In case of a conflict of interest between the general terms and conditions and the NDA, the NDA prevails.
The court in the contractor's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the contractor has the right to submit the dispute to the court competent according to the law. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Every agreement between the contractor and the client is governed by Dutch law.
In case of explanation of the content and scope of these terms and conditions, the Dutch text prevails. The most recently filed version or the version that applied at the time of the conclusion of the agreement is always applicable.