Article 1. Definitions
1. Contractor: ICeVisuals registered with the Chamber of Commerce under number 91706890
2. Client: the natural or legal person on whose behalf services are provided and work is carried out, and/or goods are delivered.
3. Agreement: the agreement concluded between ICeVisuals and the Client regarding the provision of services and the performance of work and/or the delivery of goods.
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Article 2. General
1. The Agreement is formed by these general terms and conditions together with the order confirmation signed by the Client and ICeVisuals.
2. These general terms and conditions apply to every offer, quotation and Agreement between ICeVisuals and the Client, insofar as the parties have not expressly deviated from these terms and conditions.
3. The applicability of any purchasing and/or other conditions of the Client is expressly rejected.
4. If one or more provisions of these general terms and conditions are annulled or declared null and void in whole or in part by the court at any time, this will not affect the effect of the other provisions.
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Article 3. Quotations and offers
1. All quotations and offers from ICeVisuals are without obligation, unless a term for acceptance is stated in the quotation or offer. If no acceptance period has been set, no rights can be derived from the quotation or offer.
2. Quotations from ICeVisuals are based on the information provided by the Client. The Client guarantees that he/she has provided all essential information for the design, execution and completion of the assignment to ICeVisuals in a timely and truthful manner. 3. ICeVisuals cannot be held to a quotation or offer if the Client can reasonably understand that (a part of) the quotation and offer contains an obvious mistake or typo.
4. A composite quotation and offer does not oblige ICeVisuals to carry out part of the quotation and offer for a corresponding part of the stated price.
5. Quotations and offers do not automatically apply to future orders.
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Article 4. Prices
1. All prices are in euros, excluding VAT. and other government levies as well as any costs to be incurred in the context of the Agreement such as travel and other expenses, including but not limited to invoices from third parties engaged. The aforementioned costs will be borne by the Client.
2. If ICeVisuals agrees on a fixed price with the Client, ICeVisuals is entitled to increase this price, without the Client being entitled to terminate the Agreement for that reason, if the increase in the price results from a power or obligation in accordance with the law or regulations or is caused by an increase in cost-determining factors such as the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
3. If the price increase, other than as a result of an amendment to the Agreement, amounts to more than 10%, the Client has the right to cancel the Agreement, provided this is done in writing within 14 days of receipt of the adjusted price, unless ICeVisuals is still willing to execute the Agreement on the basis of what was originally agreed, the price increase results from an authority or an obligation resting on ICeVisuals under the law or if it is stipulated that delivery will take place more than three months after the Agreement.
4. A cancellation as stated in the previous paragraph does not entitle the Client to compensation for any damage. In the event that the Client cancels the Agreement, ICeVisuals is entitled to cancel the Agreement
5. charge costs incurred to the Client.
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Article 5. Agreement
1. The Agreement is deemed to have been concluded from the day of signing by ICeVisuals or the day of sending the written order confirmation by ICeVisuals to the Client.
2. The Agreement is entered into for an indefinite period, unless it follows from the content, nature or scope of the Agreement that it has been entered into for a definite period.
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Article 6. Execution of the Agreement
1. ICeVisuals takes the care of good ICeVisuals into account when carrying out its work.
2. ICeVisuals assumes a best-efforts obligation with the Agreement and therefore gives no guarantee regarding the results of the assignment, unless expressly stated otherwise.
3. ICeVisuals has the right, insofar as proper execution of the Agreement requires this, to have the Agreement partially executed by third parties. ICeVisuals will only do this after consultation with the Client.
4. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
5. If a term has been agreed for the completion of certain work within the term of the assignment, this is never a deadline for ICeVisuals. If the execution period is exceeded, the Client must give notice of default to ICeVisuals in writing.
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Article 7. Change in the assignment
1. Changes to the Agreement by the Client that could not have been foreseen by ICeVisuals and cause additional work will be charged by ICeVisuals to the Client in accordance with the rate agreed in the Agreement. There is also additional work if, as a result of the Client providing incorrect or incomplete data, ICeVisuals has to reorganize the planned work. ICeVisuals is entitled to charge the Client for additional work based on actual costing.
2. Any changes to the performance of the Agreement required by the Client after the assignment has been placed must be notified by the Client to ICeVisuals in a timely manner and in writing. An amendment or addition to the Agreement only applies if it has been accepted by both ICeVisuals and the Client (preferably in writing).
3. Changes made to an order that has already been placed may result in the originally agreed delivery time being exceeded by ICeVisuals.
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Article 8. Cooperation of the Client
1. The Client will always, solicited or unsolicited, provide all relevant information to ICeVisuals that he/she needs for the correct execution of the assignment given to him/her.
2. If data necessary for the execution of the agreed assignment has not been made available by the Client, has not been made available in a timely manner or has not been made available in accordance with the agreements made, or if the Client has otherwise failed to meet his/her (information) obligations, ICeVisuals authorized to suspend the execution of the Agreement.
3. In order to ensure that the execution of the assignment runs smoothly and as much as possible according to the schedule, the Client will make employees from his/her own organization available in a timely manner, unless the nature of the assignment dictates otherwise. The Client must ensure that his/her staff has the right skills and experience to carry out the work.
4. If and insofar as ICeVisuals so requests, the Client will provide ICeVisuals with its own workspace at his/her location free of charge with a telephone connection and, if desired, a fax and/or data network connection, unless the nature of the assignment dictates otherwise.
5. If additional costs arise for ICeVisuals as a result of the Client not making staff, requested data, documents and facilities available on time or properly, these costs will be borne by the Client.
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Article 9. Delivery
1. The required data, texts and/or images are delivered in a timely manner by the client to ICeVisuals.
2. After receiving the required data, texts and/or images, ICeVisuals will start creating the agreed products and/or services as soon as possible and will inform the client of the expected delivery time.
3. When designing a new website, In ICeVisuals first creates a basic design or has it created by third parties and submits it to the client for approval. The latter will check this design and pass on comments, remarks or comments to In ICeVisuals as soon as possible. If the client does not respond to the basic design within a reasonable period, ICeVisuals assumes that the client agrees with the basic design. After receiving the client's responses to the basic design or the absence of such responses within a reasonable period, ICeVisuals will proceed to completing the entire website.
4. If ICeVisuals is unexpectedly unable to meet its obligations within the agreed delivery time, ICeVisuals can only be given notice of default in writing, whereby ICeVisuals is granted a period of at least 21 days to fulfill its obligations.
5. Websites created by ICeVisuals are delivered to the client in a manner to be specified.
6. Clients are entitled to a maintenance contract without obligation after delivery of the website.
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Article 10. Retention of title
1. All goods delivered by ICeVisuals remain the property of ICeVisuals until the Client has fulfilled his/her (payment) obligations towards ICeVisuals.
2. Items subject to retention of title may not be resold or used as a means of payment. The Client is also not entitled to pledge or encumber in any other way the items falling under the retention of title.
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Article 11. Termination
1. Both parties may terminate the Agreement at any time in writing, subject to a notice period of 30 days, unless the parties have agreed otherwise.
2. If the Client decides to terminate prematurely, ICeVisuals is entitled to compensation due to the resulting and demonstrable loss of occupancy, taking the average monthly invoice amount up to that point as a starting point, unless there are facts and circumstances underlying the termination. are attributable to ICeVisuals. The provisional results of the work carried out to date will be made available to the Client with reservations.
3. In the event that one of the parties becomes bankrupt, applies for a suspension of payments or ceases business operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
4. In the event of premature termination by ICeVisuals, the Client is entitled to cooperation from ICeVisuals with regard to the transfer of work yet to be performed to third parties. If the transfer of the work for ICeVisuals incurs additional costs, these will be charged to the Client.
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Article 12. Dissolution and/or suspension authority
1. ICeVisuals is entitled to suspend the fulfillment of its obligations or to terminate the Agreement if: a. The Client does not fulfill the obligations under the Agreement, does not fully or does not fulfill them on time, or ICeVisuals has good reason to fear that the Client will fail to fulfill those obligations; b. When concluding the Agreement, the Client was requested to provide security for the fulfillment of his/her obligations under the Agreement and this security is not provided or is insufficient; c. there is (an application for) liquidation of the Client, the Client has been granted a suspension of payments, the Client has been declared bankrupt, the Natural Persons Debt Rescheduling Act has been declared applicable to the Client or the Client has been placed under guardianship, the Client has free disposal loses all or part of his/her assets or income, the Client sells his/her company or if a seizure is made against the Client and this seizure has not been lifted within 3 months.
2. ICeVisuals is furthermore entitled to terminate the Agreement if circumstances arise that are of such a nature that compliance with the Agreement is impossible or if other circumstances arise that are of such a nature that unchanged maintenance of the Agreement cannot reasonably be expected of ICeVisuals. are required.
3. If ICeVisuals proceeds with suspension or dissolution, it is in no way obliged to compensate any damage or costs incurred as a result.
4. If ICeVisuals proceeds to dissolve the Agreement, ICeVisuals' claims on the Client are immediately due and payable.
5. If the termination is attributable to the Client or if ICeVisuals has to suspend the execution of the Agreement as stated in this article and/or under Article 8.2 of these general terms and conditions, the Client is obliged to pay ICeVisuals the resulting direct and indirect damage and costs. to be reimbursed.
6. ICeVisuals may at any time require further security, failing which ICeVisuals may suspend the execution of the Agreement. If this request is not complied with to the satisfaction of ICeVisuals, ICeVisuals is entitled to suspend or refuse the performance of all Agreements with the Client, without being obliged to pay any compensation and without even renouncing his/her other rights under this Agreement or the law.
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Article 13. Payment terms Web Design
1. After signing the quotation, the quotation will receive the status of a contract. From that moment on, an agreement for building a website has been concluded between the client and ICeVisuals and the client is obliged to pay.
2. The client must pay 25% of the total amount of the quotation as a down payment, unless otherwise agreed. Down payment must be made within 14 days after signing, into bank account NL80INGB0102431744 stating: “Deposit” and your invoice number ICeVisuals reserves the right to only start its work after the deposit has been received. The website will be placed in a temporary location on the internet until it is ready. The remaining amount will be invoiced after the website has been completed. After receipt of the amount, the website will be placed on the final location on the internet.
3. The client must pay the remaining amount after delivery of the website. ICeVisuals will send an invoice for this, which must be paid within 14 days.
4. One month after invoicing, the website is considered complete and further changes to the website will no longer be made free of charge. See maintenance contracts.
5. In the cases mentioned, ICeVisuals reserves the right to temporarily suspend any ongoing work or services provided until the amounts due have been received.
6. From the moment that the client exceeds the payment term (14 days after the invoice date, unless expressly agreed otherwise), he is in default without a notice of default to that effect.
7. If the payment term has been exceeded, ICeVisuals will send a payment reminder. Costs of a reminder, i.e. net € 25.00 will be charged to the client.
8. If the payment term has been exceeded by 28 days, ICeVisuals will send a second payment reminder. Costs of a reminder, i.e. net €50 will be charged to the client.
9. If the client has not fulfilled his obligations within 28 days, the client will from that moment owe the statutory interest plus extrajudicial collection costs on the outstanding invoice amount, calculated in accordance with the (graduated) collection rate recommended by the Dutch Bar Association.
10. If the invoiced amount is incorrect in the eyes of the client, he must inform ICeVisuals of this immediately, but no later than within 14 days after invoicing. The latter will investigate this claim and, if necessary, send a new invoice, which must be paid within 14 days after dispatch.
11. If ICeVisuals mistakenly receives a larger amount than the invoiced amount, ICeVisuals will refund the excess amount received to the client's account immediately after its own discovery or at the client's first request.
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Article 14. Maintenance contracts
1. These conditions apply to a six-month maintenance contract for an existing website.
2. Maintenance of the website means adding, removing and changing functions that are manufactured by ICeVisuals and not by third parties.
3. The client is obliged to transfer a monthly amount of € 25 to ICeVisuals, which entitles the client to 1 hour of maintenance per month.
4. Remaining hours carry over to the next month. Remaining hours do not carry over to the next six months. No refund for the remaining hours. Each additional hour is calculated according to the hourly rate of €35.
5. With a maintenance agreement for a website, ICeVisuals will send an invoice to the client as soon as more than 1 hour of working time can be declared for maintenance or when six months have passed after the first maintenance took place. The client must pay the amount due within 14 days after sending the invoice.
6. Maintaining contacts with the hosting company if applicable.
7. The notice period for a maintenance contract is two months before the end of the contract date.
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Article 15. Complaints and research
1. If the Client does not complain in writing to ICeVisuals within 8 days after he/she has discovered or should have discovered a defect in the performance of ICeVisuals, the Client can no longer rely on this defect.
2. The Client has no right to suspend his/her (payment) obligations if the Client believes he has any right to complain.
3. The Client must give ICeVisuals the opportunity to investigate a complaint.
4. In the event of well-founded and timely complaints, ICeVisuals will, at its option, either repair or replace the delivered goods upon return of the originally delivered goods, or pay a replacement fee to the Client or credit a proportionate part of the invoice.
5. If it is established that a complaint is unfounded, the costs incurred by ICeVisuals in this regard will be fully borne by the Client.
Article 16. Force majeure
1. If ICeVisuals cannot fulfill its obligations under the Agreement, or cannot do so on time or properly, as a result of a cause not attributable to it, those obligations will be suspended until the moment that ICeVisuals is still able to fulfill them in the agreed manner. to come. Force majeure in any case means illness on the part of ICeVisuals.
2. If the period in which fulfillment of ICeVisuals' obligations is not possible due to force majeure lasts longer than two months, the parties are entitled to terminate the Agreement without the Client having any right to compensation. What has already been performed under the Agreement will then be settled proportionately.
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Article 17. Liability
1. ICeVisuals is not liable for damage of any nature whatsoever caused by ICeVisuals relying on incorrect and/or incomplete information provided by or on behalf of the Client.
2. If ICeVisuals is liable for any damage, ICeVisuals' liability is limited to a maximum of the invoice amount, or at least to that part of the amount to which the liability relates.
3. The liability of ICeVisuals is in any case always limited to the amount of the payment from his/her insurer as the case may be.
4. ICeVisuals is only liable for direct damage.
5. Direct damage only means the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to remedy the defective performance of ICeVisuals. to have the agreement answered, insofar as these can be attributed to ICeVisuals, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
6. ICeVisuals is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of ICeVisuals or its managerial subordinates.
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Article 18. Confidentiality 1. The Client and ICeVisuals undertake to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been reported by the other party or if this arises from the nature of the information.
2. If, on the basis of a legal provision or a court decision, ICeVisuals is obliged to provide confidential information to third parties designated by law or the competent court and ICeVisuals cannot rely on a right of non-disclosure in this regard, then ICeVisuals is not obliged to pay damages. or compensation and the Client is not entitled to terminate the assignment on the basis of any damage caused as a result.
3. The Client and ICeVisuals will impose their obligations under this article on any third parties they engage.
Article 19. Processing Personal Data 1
. To the extent that personal data of a counterparty is processed when carrying out work in the context of the services provided by ICeVisuals these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Regulation. ICeVisuals refers to the Privacy Statement for further information.
2. In addition to the previous paragraph 1, ICeVisuals notes that appropriate technical and organizational measures will be taken to protect the personal data processed from a counterparty against loss or any other form of unlawful processing, taking into account the current state of technology and the nature of the processing.
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Article 20. Intellectual property
1. All models, works and/or inventions developed by ICeVisuals for the Client are and remain the property of ICeVisuals. This also includes all intellectual property rights including, but not limited to, copyrights, design rights and/or patent rights.
2. All documents provided by ICeVisuals for the Client, such as reports, computer programs, system designs, working methods, advice and contracts, can be used by the Client and can be multiplied by the Client for its own use in its own organization. Documents provided by ICeVisuals may not be made public, multiplied or exploited or brought to the attention of third parties by the Client without the prior written permission of ICeVisuals, unless the nature of the documents provided dictates otherwise.
Article 21. Indemnification of third parties
1. The Client indemnifies ICeVisuals against possible claims from third parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to parties other than ICeVisuals.
2. The Client is obliged to assist ICeVisuals both in and out of court if ICeVisuals is held liable on the basis of the first paragraph of this article and to immediately do everything that may be expected of him/her in that case. If the Client fails to take adequate measures, ICeVisuals is entitled to do so itself, without notice of default. All costs and damage incurred by ICeVisuals and third parties as a result are entirely at the expense and risk of the Client.
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Article 22. Expiration period
1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses of the Client against ICeVisuals is one year.
Article 23. Contract takeover
1. The Client is not entitled to transfer any obligation under the Agreement to third parties without written permission from ICeVisuals. To the extent that ICeVisuals has already given written permission for a contract takeover, the Client remains liable at all times in addition to this third party for the obligations under the Agreement of which these general terms and conditions form part. 2. Furthermore, insofar as ICeVisuals has already given written permission for a contract transfer, the Client must inform ICeVisuals of this in advance and ICeVisuals has the right to terminate the Agreement on the date on which the transfer will take place. ICeVisuals is not obliged to pay any compensation in this regard.
Article 24. Applicable law
1. All Agreements between ICeVisuals and the Client are exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention is excluded.
3. Without prejudice to the right of ICeVisuals to submit a dispute to the competent court according to the law, disputes between parties will in the first instance be submitted to the competent court in the place of business of ICeVisuals, unless the law prescribes otherwise.
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Article 25. Copyright
1. All material produced by ICeVisuals may not be edited or incorporated into websites other than those for which it was originally created without the express permission of ICeVisuals. Maintenance by third parties of websites created by ICeVisuals is only permitted if the parts manufactured by ICeVisuals are used in the website of the company that has entered into a contract with ICeVisuals.
2. The ownership of ideas, concepts or (trial) designs provided by ICeVisuals remains entirely with In ICeVisuals, unless expressly agreed otherwise in writing. In the latter case, ICeVisuals will stipulate compensation for this. In the event of a proven violation of the said property, ICeVisuals is entitled to charge a reasonable fee to be determined by itself.
3. ICeVisuals reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.
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