Terms and Conditions, Reinoud.xyz

Definitions

1. ‘Reinoud.xyz’ refers to the contractor located at Heermoesstraat 31, 5232KG in ’s-Hertogenbosch, The Netherlands, and registered under the Chamber of Commerce with identification number 88248763.

2. 'Client' refers to the person who has commissioned the work.

3. 'Parties' refers to Reinoud.xyz and the Client.

4. 'Assignment' refers to the request from the Client to Reinoud.xyz to carry out work for payment.

5. 'Work' refers to anything that Reinoud.xyz carries out on behalf of the Client, in any form.

6. 'Suppliers' refers to the individuals and/or companies that are engaged by Reinoud.xyz to carry out an assignment.

Offers and quotations

- Offers such as quotations and price quotations from Reinoud.xyz are non-binding until they are confirmed and, unless otherwise stated, are valid for 14 days after the date of the quotation.

- It is possible that a price quotation or offer may be changed due to unforeseen changes in the work. Exceedances of quotations and price quotations up to 15% are considered to be within the budgetary risk and do not need to be explicitly mentioned.

- All prices are exclusive of VAT and other government levies. Reinoud.xyz determines the price based on the value of the requested creation, and/or the hourly rate used, the hours worked for the assignment, and the costs incurred for the execution of the assignment.

- Exceedances of quotations resulting from sales conditions of suppliers or third parties engaged do not count as an exceedance. The rates and price quotations mentioned do not automatically apply to future assignments.

- If the Client wishes to give the same assignment to others besides Reinoud.xyz at the same time or has already given it to others, the Client must inform Reinoud.xyz, stating the names of these others.

- Assignments must be confirmed digitally in writing by the Client through email.

Execution of assignments

- An assignment is accepted by Reinoud.xyz by commencing the work in accordance with the quotation or by a written or telephone confirmation to the Client.

- The Client is bound by and from the granting of the assignment.

- Reinoud.xyz is bound by and from the acceptance of the assignment.

- Reinoud.xyz will make every effort to carry out the assignment carefully and strive for an optimal result. Where necessary, Reinoud.xyz will keep the Client informed of the progress of the work.

- The Client is expected to do everything necessary or desirable for a timely and correct delivery by Reinoud.xyz, including timely submission of complete, sound, error-free and clear data or materials.

- A deadline for the completion of (part of) the assignment specified by the Client will be adhered to by Reinoud.xyz if it has been confirmed by Reinoud.xyz in advance.

- Changes to the assignment resulting from progressive insight or not included in the quotation or agreement are not bound by this deadline and may therefore be carried out later.

- Before the assignment is made public or (partially) produced by third parties, the parties must allow each other to check and approve the final models, prototypes or samples of the design.

- If Reinoud.xyz, whether or not on behalf of the Client, will give orders or instructions to suppliers, the Client will be informed of this.

Suppliers and third parties

- It is possible that third parties are engaged to achieve the best possible end result. The Client will be informed of this if this can be reasonably considered relevant to the assignment.

- It is possible that Reinoud.xyz acts as an agent on behalf of the Client. The parties may agree on a fee for this.

- If Reinoud.xyz provides the Client with an estimate, this will only be an indication. If desired, Reinoud.xyz can request a quotation on behalf of the contractor.

Intellectual property

- Research into the existence of rights such as trademark, patent, copyright, portrait, drawing or model rights is not part of the assignment and must therefore be carried out by the Client himself.

- The same applies to research into the possibility of these forms of protection for the Client. All intellectual property rights arising from the assignment belong to Reinoud.xyz. This includes, among others, patent rights, model rights and copyright.

- If such a right can only be obtained through registration or by deposit, only Reinoud.xyz is authorized to do so, unless otherwise agreed.

- Unless otherwise agreed, the Client is not allowed to publish or reproduce the work without mentioning Reinoud.xyz. Reinoud.xyz is at all times free to (have its) name or logo mentioned or removed from the work.

- All designs, sketches, illustrations, models, prototypes or (electronic) files produced by Reinoud.xyz remain the property of Reinoud.xyz, whether they have been provided to the Client or to third parties.

Licenses and use

- When the Client fully complies with his obligations regarding the agreement with Reinoud.xyz, an exclusive license to use the design, concept or product is granted to him. This concerns the disclosure and reproduction as previously agreed. If no clear agreements have been made about the destination, the granting of the license is limited to the intentions that were clearly made known before the conclusion of the agreement.

- Without written permission from Reinoud.xyz, the Client is not entitled to use the design, concept or product in any other way than agreed or reasonably implied by the assignment. If the design, concept or product is used by the Client differently or more widely (including modification or impairment of the provisional or final design, concept or product), Reinoud.xyz is entitled to compensation for the damages suffered and compensation for infringement of its rights of at least three times the agreed amount of the design.

- The license expires and the designs, concepts and products of the assignment may, unless agreed otherwise in writing, no longer be used if: the assignment is terminated prematurely for any reason; the Client does not or not fully comply with his (payment) obligations under the agreement, or is otherwise in default.

- Reinoud.xyz has the freedom to use the design, sketches, prototypes, and the assignment for its own promotion or publicity, provided they take into account the interests of the Client.

- Reinoud.xyz has the freedom to use the design, sketches, prototypes, and the assignment to be published in various forms in print and on social media, provided they take into account the interests of the Client.

- Reinoud.xyz has the freedom to alter the design, sketches, and prototypes when used for its own promotion or publicity, provided they take into account the interests of the Client.

Transfer of Ownership and Licensing Restrictions

- The Client is not permitted to sell any of the materials supplied by Reinoud.xyz without written permission from Reinoud.xyz.

- In the event that the Client undergoes a change of control, such as the sale, merger, or acquisition of the Client's company or a substantial portion of its assets within 24 months after the assignment is completed, the license to use the designs (“Licensed Designs”) created by Reinoud.xyz shall automatically expire.

- Upon the expiration of the license as set forth in this section, the new owner of the Client's company will no longer have the right to use, reproduce, or display the Licensed Designs without obtaining a separate, written license agreement from Reinoud.xyz.

- The Client agrees to notify Reinoud.xyz in writing of any anticipated change of control within 90 days prior to the effective date of such change.

- In order to continue using the Licensed Designs after the change of control, the new owner must contact Reinoud.xyz and negotiate a new licensing agreement, subject to Reinoud.xyz’s standard licensing terms and conditions, and payment of any applicable fees.

Fees and payment

- In addition to the agreed (hourly) rate, the costs incurred by Reinoud.xyz, as well as any third parties engaged with the permission of the Client, for carrying out the assignment will be borne by the Client, unless otherwise agreed.

- If Reinoud.xyz is forced to perform additional or different work due to the late or incomplete delivery of clear, complete, correction-free and usable data or materials, or due to a changed or incorrect assignment or briefing, these additional work activities will be invoiced in addition to the estimated costs at the hourly rate, or at a reasonable rate relative to the scope of the entire assignment, charged by Reinoud.xyz and timely delivery cannot be guaranteed.

- Payments must be made within 14 days after the invoice date. If no (full) payment has been received by Reinoud.xyz after the aforementioned period, the Client will owe statutory interest.

- Reinoud.xyz aims to invoice all work and expenses every two weeks.

- An advance payment of 25% to 50% of the estimated work may be requested, if and to the extent that this is reasonable with regard to the scope and nature of the work performed or to be performed.

- The Client pays the payments due to Reinoud.xyz without any deduction or set-off.

- The Client is not entitled to suspend payment of invoices for work already performed.

Changes and cancellation

- Changes to the assignment after it has been approved must be temporarily communicated by Reinoud.xyz to the Client.

- The Client may cancel the work or execution of the assignment in writing and immediately, if the Client compensates Reinoud.xyz for the resulting damage. This damage includes the time and costs already spent by Reinoud.xyz (including those of reserved capacity, purchased materials, and called upon services), as well as the loss of profit for Reinoud.xyz.

- If the agreement is terminated by Reinoud.xyz due to an attributable failure to comply with the agreement by the Client, the Client must, in addition to damages, pay the fee and costs incurred with regard to the work performed up to that point. Behaviors of the Client, on the basis of which it can no longer be reasonably expected of Reinoud.xyz to complete the assignment, are also considered attributable failures.

- The damages referred to in the previous two paragraphs of this article will include at least the costs resulting from the commitments entered into by Reinoud.xyz on its own behalf for the fulfillment of the assignment with third parties, as well as at least 30% of the remaining part of the fee that the Client would owe upon complete fulfillment of the assignment.

- Both Reinoud.xyz and the Client have the right to terminate the agreement immediately in the event of bankruptcy or suspension of payment of the other party. In the event of the Client's bankruptcy, Reinoud.xyz has the right to terminate the granted right of use.

- If the work of Reinoud.xyz consists of repeatedly performing similar work, the applicable agreement, unless otherwise agreed in writing, will apply indefinitely. This agreement can only be terminated by written notice, with a reasonable notice period of at least three months.

Ownership and storage

- If Reinoud.xyz has to produce one or more products for the Client, Reinoud.xyz will deliver these products to the Client or to a third party agreed upon by both parties. From the moment of delivery, the Client assumes the risk for these products. Ownership of the products only passes to the Client once Reinoud.xyz has received full payment.

- The materials, designs, and assignments will be stored by Reinoud.xyz for an indefinite period of time, but the storage risk (theft, fire, etc.) is for the Client.

Complaints

- The Client must immediately inspect the designs, products, services provided, or produced materials for defects and deficiencies after delivery. Complaints by the Client must be clearly and in writing made known to Reinoud.xyz within five working days after delivery. After this period has elapsed, the delivered goods are considered to have been irrevocably and unconditionally accepted, and the Client loses any right to complain, unless the complaints concern deficiencies that the Client could not reasonably have detected within that period.

Warranties and indemnifications

- Unless explicitly stated otherwise, Reinoud.xyz guarantees that the delivered goods, with the exeption of stock materials, have been designed by them and that they can dispose of the work as the author and copyright holder.

- The Client indemnifies Reinoud.xyz or the persons engaged by Reinoud.xyz against all claims by third parties arising from the use of the result of the assignment.

- The Client indemnifies Reinoud.xyz against claims relating to intellectual property rights on materials or data provided by the Client and used in the execution of the assignment.

Effort & Liability

- Reinoud.xyz will always make every effort to meet all requirements and professionalism expected of him.

- Only third parties who have the same reputation for professionalism and care as referred to in the first paragraph will be engaged by Reinoud.xyz. However, this does not apply to third parties or suppliers who are engaged or designated by the Client himself.

- Reinoud.xyz is not liable for: errors or deficiencies in the material provided by the Client; misunderstandings, errors or deficiencies regarding the execution of the assignment if the cause lies in actions of the Client, such as not timely or not supplying complete, sound and clear data or materials; errors or deficiencies of third parties engaged by or on behalf of the Client; defects in quotations of suppliers or for exceeding price quotes of suppliers; errors or deficiencies in the design or text/data if the Client has given his approval as described in paragraph 3.5, or has had the opportunity to perform an inspection and has not made use of it; errors or deficiencies in the design or text/data if the Client has omitted the execution of a prototype or test and these errors would have been observable in such a test; loss or partial loss of data or designs due to technical failure or other storage risks; loss or partial loss of data or designs that are more than 3 years old.

- Reinoud.xyz is only liable for directly attributable, direct damage. Direct damage only refers to: the costs to establish the cause and extent of the damage, insofar as this relates to the damage as referred to in these terms and conditions; the costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions.

- Liability of Reinoud.xyz for all other than the aforementioned damages, such as indirect damages, including consequential damages, loss of profits, mutilated or lost data or materials, or damages due to business interruption, is excluded.

Additional Terms

- Reinoud.xyz shall treat as confidential all information received from the Client and only make it available to third parties if necessary for the execution of the assignment. Reinoud.xyz shall ensure that these third parties also treat the information provided to them as confidential.

- Dutch law shall apply to all agreements between the parties. Disputes shall be exclusively submitted to the competent court in the district where Reinoud.xyz is located.