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Terms and Conditions

Outline Solutions is a trade name of CWHY, established in Franeker under Chamber of Commerce no. 54745284.

Valid from 1-1-2021

1Agreement, quotation and confirmation

1.1 These general terms and conditions apply, to the exclusion of purchasing or other terms and conditions of the client, to the formation, content and fulfillment of all agreements concluded between the client and the contractor.

1.2 Offers are without obligation and are valid for 1 month. Quotations may be subject to change due to an unforeseen change in work. Prices are exclusive of VAT and other government levies. Said rates and offers do not automatically apply to future assignments.

1.3 Orders must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees to the contractor commencing the execution of the assignment, the content of the quotation will be deemed to have been agreed. Further oral agreements and stipulations only bind the contractor after they have been confirmed in writing by the contractor.

1.4 If the client wishes to give the same assignment to others than this contractor at the same time or has already given the assignment to someone else, he must inform the contractor of this, stating the names of these others.

2 Execution of the agreement

2.1 The contractor will make every effort to carry out the assignment carefully and independently, to represent the interests of the client to the best of its knowledge and to strive for a result that is useful to the client. Insofar as necessary, the contractor will keep the client informed of the progress of the work.

2.2 The client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by the contractor, in particular by the timely delivery of complete, sound and clear data or materials.

2.3 A term specified by the contractor for completing the design when entering into a design assignment is indicative, unless the nature or content of the agreement indicates otherwise. The client must give the contractor written notice of default in the event that the specified term is exceeded.

2.4 Unless otherwise agreed, applying for permits and assessing whether instructions from the client comply with legal or quality standards do not form part of the contractor's assignment.

2.5  Before proceeding to production, reproduction, publication, commissioning or implementation of a service, software and/or product, the parties must give each other the opportunity to download the latest versions of the (digital ) review and approve design, model, prototype or blueprint. If the contractor, whether or not in the name of the client, will give orders or instructions to production companies or other third parties, the client must confirm the aforementioned approval in writing at the request of the contractor.

2.6 Complaints must be communicated to the contractor in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have accepted the result of the assignment in full.

3 Engaging third parties

3.1 Unless otherwise agreed, orders to third parties, in the context of the realization of the design, will be issued by or on behalf of the client. At the request of the client, the contractor can act as an authorized representative at the expense and risk of the client. The parties can agree on a fee to be agreed in more detail for this.

3.2  If the contractor draws up a budget for costs of third parties at the request of the client, this budget will only be indicative. If desired, the contractor can request quotations on behalf of the client.

3.3 If, in the performance of the assignment, the contractor purchases goods or services from third parties at its own expense and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of the supplier with regard to the quality, quantity, quality and delivery of these goods or services also apply to the client.

4 Intellectual property rights and proprietary rights

4.1  Unless otherwise agreed, all intellectual property rights arising from the assignment - including patent law, design right and copyright - accrue to the contractor. Insofar as such a right can only be obtained by means of a deposit or registration, only the contractor is authorized to do so.

4.2 Unless otherwise agreed, the assignment does not include conducting research into the existence of rights, including patent rights, trademark rights, drawing or model rights, copyrights or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.

4.3  Unless the work is not suitable for it, the contractor is at all times entitled to have his/her name mentioned or removed from the work or to have it removed, and the client is not permitted without prior permission to publish or reproduce the work without mentioning the name of the contractor.

4.4 Unless otherwise agreed, the working drawings, illustrations, prototypes, models, templates, designs, design sketches, films and other materials or (electronic) files created by the contractor within the framework of the assignment remain the property of the contractor, regardless of whether they have been made available to the client or to third parties.

4.5  After completion of the assignment, neither the client nor the contractor have a retention obligation towards each other with regard to the materials and data used.

5 Use and License

5.1  When the client fully fulfills his obligations under the agreement with the contractor, he obtains an exclusive license to use the design insofar as this concerns the right of publication and reproduction in accordance with the assignment agreed destination. If no agreements have been made about the destination, the licensing will be limited to that use of the design for which firm intentions existed at the time the assignment was given. These intentions must demonstrably be made known to the contractor before the conclusion of the agreement.

5.2  Without the written permission of the contractor, the client is not entitled to use the design (or have it used) in a wider or different manner than agreed. In the event of broader or different use on which no agreement was reached, including alteration, mutilation or infringement of the provisional or final design, the contractor is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or at least a compensation which is in reasonableness and fairness in proportion to the infringement committed, without prejudice to the contractor's right to claim compensation for the damage actually suffered.

5.3  The client is no longer allowed to use the results made available and any license granted to the client in the context of the assignment will lapse:
from the moment that the client does not (fully) fulfill its (payment) obligations under the agreement or is otherwise in default, unless the client's shortcoming is of minor importance in the light of the entire assignment;
b. if the assignment, for whatever reason, is terminated prematurely, unless the consequences thereof are contrary to reasonableness and fairness.

5.4  The contractor is free to use the design for his own publicity or promotion, taking into account the interests of the client.

6 Fees and additional costs

6.1  If the contractor is forced to perform more or other work due to the late or non-delivery of complete, sound and clear data/materials or due to a changed or incorrect assignment or briefing, this work must to be paid separately, on the basis of the usual fee rates applied by the contractor.

6.2 If the remuneration is made dependent in any way on facts or circumstances that must appear from the administration of the client, the contractor has the right, after a statement from the client, to have the administration of the client checked by an accountant to be chosen by the contractor. have it checked. If the outcome of the audit by the accountant deviates by more than 2% or € 100 from the statement and settlement by the client, the costs of this audit will be borne by the client.

7 Payment

7.1  When entering into the agreement, the contractor may require a down payment of up to 50% of the agreed amount.

7.2  The Client must make payments afterwards within 1 month after delivery .

7.3   Payment terms are considered strict terms of payment. This means that if the Client has not paid the agreed amount no later than on the last day of the payment term, it will be in default by operation of law, without the Contractor having to send the Client a reminder or to declare it in default.

7.4  The Contractor reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

7.5  If the Client does not pay within the agreed term, the Contractor is entitled to charge the statutory interest of 8% per month for commercial transactions from the day that the Client is in default, whereby a portion of a month is counted as a whole month.

7.6  If the Client is in default, it will also owe extrajudicial collection costs and any compensation to the Contractor.

7.7  The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

7.8  If the Client does not pay on time, the Contractor may suspend its obligations until the Client has fulfilled its payment obligation.

7.9  In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Client, the Contractor's claims against the Client are immediately due and payable.

7.10  If the Client refuses to cooperate with the performance of the agreement by the Contractor, it is still obliged to pay the agreed price to the Contractor.

8 Termination and dissolution of the agreement

8.1   When the client terminates an agreement, he must pay the fee and the costs incurred with regard to the work performed until then.

8.2  If the agreement is dissolved by the contractor due to an attributable shortcoming in the fulfillment of the agreement by the client, the client must, in addition to compensation, pay the fee and the costs incurred with regard to the to pay for work done up to that point. Behavior of the client on the basis of which the contractor can no longer reasonably be expected to complete the assignment, will also be regarded as an attributable shortcoming in this context.

8.3 The compensation referred to in paragraph 8.2 of this article will at least include the costs arising from the obligations entered into by the contractor in its own name with third parties for the fulfillment of the assignment, as well as at least 30% of the remaining part of the fee that the client pays to full fulfillment of the assignment would be due.

8.4 Both the contractor and the client have the right to dissolve the agreement immediately in whole or in part in the event of bankruptcy or (provisional) suspension of payment of the other party. In the event of bankruptcy of the client, the contractor has the right to terminate the right of use granted, unless the consequences thereof are contrary to reasonableness and fairness.

8.5  In the event of dissolution by the client due to an attributable shortcoming in the fulfillment of the obligations by the contractor, the performances already delivered and the related payment obligation will not be subject to cancellation, unless the client proves that the contractor is in default with regard to those performances. Amounts that the contractor has invoiced before the dissolution in connection with what he has already properly performed or delivered for the performance of the agreement, will remain due in full with due observance of the provisions of the previous sentence and will become immediately due and payable at the time of the dissolution.

8.6 If the activities of the contractor consist of the repeated performance of similar activities, the applicable agreement will apply for an indefinite period of time, unless otherwise agreed in writing. This agreement can only be terminated by written notice, with due observance of a reasonable notice period of at least three months.

9 Warranties and Indemnities

9.1  The contractor guarantees that the delivered goods have been designed by or on behalf of him/her and that, if there is a copyright on the design, he/she is regarded as the creator within the meaning of the Copyright Act and as the copyright holder can have access to the work.

9.2  The client indemnifies the contractor or persons engaged by the contractor for the assignment against all claims from third parties arising from the applications or use of the result of the assignment.

9.3  The client indemnifies the contractor against claims relating to intellectual property rights on materials or data provided by the client, which are used in the performance of the assignment.

 
10 Liability

10.1  The contractor is not liable for:

a. errors or shortcomings in the material provided by the client.
b. misunderstandings, errors or shortcomings with regard to the implementation of the agreement if these are caused by actions of the client, such as late or non-delivery of complete, sound and clear data/materials.
c. errors or shortcomings of third parties engaged by or on behalf of the client.
d. defects in quotations from suppliers or for exceeding quotations from suppliers.
e. errors or shortcomings in the design or the text/data, if the client, in accordance with the provisions of art. 2.5 has given its approval, or has been given the opportunity to carry out an inspection and has not made use of this.
f. errors or shortcomings in the design or the text/data, if the client has omitted to create or have carried out a certain model, prototype or test, and these errors in such a model, prototype or test could have been observed.

 

10.2  The Contractor is only liable for direct damage attributable to it. Direct damage is only understood to mean:

a. reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
b. any reasonable costs necessary to have the defective performance of the contractor comply with the agreement;
c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of the direct damage as referred to in these general terms and conditions.

Liability of the contractor for all damage other than the aforementioned, such as indirect damage, including consequential damage, lost profit, mutilated or lost data or materials, or damage due to business interruption, is excluded.

10.3  Except in the case of intent or deliberate recklessness on the part of the contractor or the contractor's management - subordinates are therefore excluded -, the contractor's liability for damage under an agreement or the unlawful act committed by the client is limited to the invoice amount that relates to the part of the assignment performed, less the costs incurred by the contractor for engaging third parties, on the understanding that this amount will not exceed € 45,000 and in in any event limited at all times to a maximum of the amount that the insurer pays out to the contractor in the appropriate case.

10.4  Any liability expires after one year from the moment the assignment is completed.

10.5  The client is obliged, if reasonably possible, to retain copies of materials and data provided by him until the assignment has been fulfilled. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.

 

11 Other provisions

11.1  The client is not permitted to transfer any right from an agreement concluded with the contractor to third parties, other than in the case of transfer of his entire company.

11.2  Parties are obliged to treat facts and circumstances that come to the knowledge of the other party in the context of the assignment confidentially. Third parties involved in the performance of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.

11.3  The headings in these terms and conditions are for ease of reading only and do not form part of these terms and conditions.

11.4  Dutch law applies to the agreement between the contractor and the client. The court to take cognizance of disputes between the contractor and the client is the competent court in the district where the contractor is located, or the competent court according to the law, at the choice of the contractor.

 

 

 

 

The conditions described here are based on the general conditions of the Association of Dutch Designers (BNO) and of Rocketlawyer.

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