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TERMs AND CONDITIONs

Contractor 

  • Heretic Design, established in Werkhoven(hereinafter referred to as "Contractor"). 

  • The Contractor performs its work on the basis of a contract of assignment. 

  • The Contractor is not in a relationship of authority to the Client. 

  • The Contractor determines at which location he performs his work. 

  • In consultation with the Client, the Contractor may decide to have certain work performed by third parties. 

  

Quotation and Agreement 

  • Agreements are established by the written acceptance of a quotation or order confirmation. 

  • All quotations from Contractor are without obligation and valid for 14 days from the date of the quotation, unless expressly agreed otherwise. 

  • The prices stated in an offer are exclusive of VAT and other government levies, as well as the costs to be incurred in the context of the Agreement, including the costs of items ordered or purchased, travel, accommodation, shipping and administration costs, unless otherwise agreed.

  • If during the execution of the Agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then parties will timely and in mutual consultation proceed to adapt the Agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Client, competent authorities et cetera, and the agreement changes qualitatively and/or quantitatively as a result, this may have consequences for the original agreement. As a result, the amount originally agreed upon may also be increased or decreased. An amendment of the agreement may furthermore change the originally specified period of execution. Client accepts the possibility of amending the agreement, including the change in price and term of execution. 

  • If the Agreement is amended, including an addition, Contractor shall be entitled to execute it only after the person authorized within the Client and the Client have agreed on the price and other conditions specified for the execution, including the time to be determined for its execution. The failure to execute or not immediately execute the amended agreement shall not constitute a breach of contract on the part of Contractor and shall not be a ground for the Client to terminate or cancel the agreement. 

  • Without being in default, Contractor may refuse a request to amend the Agreement if this could have qualitative and/or quantitative consequences for, for example, the work to be performed or goods to be delivered in that context. 

  

Fee, costs and rates 

  • The Contractor's fees are based on the rates as agreed by the Contractor with the Client. 

  • Each new year, Contractor may decide to increase its rates by at least the inflation adjustment. 

  • Necessary travel expenses will be charged separately in addition to the rates, in accordance with the agreed rate. 

  • Unless explicitly agreed otherwise, all amounts are exclusive of VAT. 

  • Statements of fees and other expenses due may be billed after completion of the assignment, unless otherwise agreed upon. When taking a subscription or strip card, fees will be billed in advance. 

  • If no fixed fee is agreed upon, the Contractor shall keep a record of hours and costs and make it available for inspection at the Client's request. 

  

Liability 

  • The Contractor shall perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. The Contractor assumes a best efforts obligation with the Agreement and therefore gives no guarantee regarding the results of the assignment. 

  • Contractor shall not be liable for damages of any kind arising from the fact that Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client. 

  • If Contractor should be liable for damages of any kind, Contractors liability shall be limited to a maximum of the invoice value of the order to which the liability relates. 

  • The Contractor shall only be liable for direct damage. Direct damage will be understood to mean exclusively the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have Contractors faulty performance conform to the agreement, insofar as they can be attributed to Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Client proves that these costs led to the limitation of direct damage as referred to in these general terms and conditions. 

  • The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption. 

  • 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 Contractor or its subordinates. 

 

Client's property 

  • The Contracted Party will exercise the same care with regard to the custody and use, treatment and processing of items entrusted to it by or on behalf of the Client as he exercises with regard to his own items. 

  • The Contractor bears the risk for the items referred to in the previous paragraph during the time that they are entrusted to him. 

Property of the Contractor. 

  • Sketch designs, presentation models and/or original image carriers, such as print originals, positive and negative films, photographs, as well as master tapes on magnetic media (video and studio), remain the property of the Contractor at all times, unless otherwise agreed upon. 

   

Secrecy/confidential information 

  • Contractor acknowledges that confidentiality has been imposed on him by Client of all details concerning or relating to Client's business as well as all details concerning clients of Client. 

  • The Contractor is obliged to carefully preserve and keep secret all information, company data, data files of the Client and other confidential data that comes to his knowledge in the performance of his work. 

  • The Contractor is therefore prohibited, both during the term of the cooperation and after its termination, from disclosing in any way to third parties, directly or indirectly, in any form whatsoever, any information regarding what has come to his knowledge in the performance of his duties in connection with the affairs and interests of the Client and its clients. 

 

Payment 

  • Contractor invoices its work monthly.

  • Contractor's invoices must be paid within fourteen days - without suspension or set-off. 

  • If Heretic Design has not received the amount due within fourteen days, a reminder email will be sent to the Client. If Client does not respond to this reminder, Heretic Design will send a second reminder email. If Client does not respond to this reminder either, Heretic Design will send a reminder to Client. If this reminder is also not heeded, the Client will owe Heretic Design an amount of €50,- ex. VAT per day until Heretic Design has received the claim and penalty due in full. 

  • Payment obligation also applies if the Client does not wish to use the work or products produced under the agreement. 

  • If the agreement is amended or supplemented, Heretic Design is entitled to adjust and increase the price accordingly. 

  • Contractor remains owner of the goods which ownership will not be transferred to Client until the day on which Client will have paid the principal, interest, costs and damages due in respect of the goods delivered, including those of previous deliveries. 

  • For orders requiring long processing time, partial payment may be required by the Contractor. 

  • In the event of non-payment of the work carried out on the instructions of Principal, Contractor shall be entitled to suspend his work until full payment of the outstanding invoices has been made, to the exclusion of any liability of Contractor for damage that may arise as a result. 

  • Any partial delivery, including the delivery of parts of a composite order designated as such in advance, may be charged to Principal. 

  • If Contractor's invoices remain unpaid after 42 days, Contractor shall be entitled to send a reminder to Client. 

 

Complaints 

  • Complaints relating to the work performed and/or the invoice amount must be made known to Contractor in writing within eight days of the date of dispatch of the documents or information about which the Client is complaining, or within fourteen days of the discovery of the defect if the Client proves that it could not reasonably have discovered the defect earlier. 

  • Complaints do not suspend Principal's payment obligation. 

  • In the event of a justified complaint, the Contractor has the choice between adjusting the invoiced amount, or correcting it free of charge, or redoing the rejected work, or not (or no longer) carrying out the assignment in whole or in part against a refund in proportion to costs already paid by the Client. 

  • If the complaint is not timely made known, all rights of Client in connection with the complaint shall expire. 

 

Force majeure 

  • Illness and temporary or permanent incapacity of the Contractor shall release the Contractor from complying with the agreed delivery period or from his obligation to deliver, without the Principal being able to assert any right to compensation for costs, damages and interest on that account. 

  • In the event of force majeure, Contractor shall notify Principal immediately. Upon receipt of this notice, Client shall have the right to cancel the order in writing for eight days. 

 

Copyright, industrial property right and reproduction right 

  • By issuing an order for the use, duplication or reproduction of items protected by the Copyright Act or any industrial property right, Principal declares that no copyright or industrial property right of third parties is infringed and indemnifies Contractor, in and out of court, against all consequences of unlawful use. 

  • Unless otherwise agreed, Contractor retains the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. 

  • Provider has the right to use the knowledge gained by the execution of an agreement on his side also for other purposes, to the extent that no strictly confidential information of Client is brought to the knowledge of third parties. 

 

Suspension, dissolution and early termination of the Agreement 

  • Provider is authorized to suspend the fulfillment of his obligations or to terminate the agreement, if Principal does not fulfill the obligations under the agreement, not fully or timely, if after the conclusion of the agreement Provider learns of circumstances that give good reason to fear that Principal will not fulfill the obligations, if, when the Agreement was concluded, the Principal was requested to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient or if, due to a delay on the part of the Principal, the Contractor can no longer be required to fulfil the Agreement under the originally agreed conditions. 

  • Furthermore, Provider is authorized to dissolve the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required from Provider. 

  • If the Agreement is dissolved, Contractor's claims against Principal shall become immediately due and payable. If Contractor suspends the fulfilment of the obligations, he shall retain his claims under the law and the Agreement. 

  • If Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate for damages and costs incurred in any way. 

  • If the dissolution is attributable to Principal, Contractor shall be entitled to compensation for damages, including costs, incurred directly and indirectly as a result. 

  • If Principal fails to fulfill his obligations resulting from the agreement and this failure to fulfill his obligations justifies dissolution, Provider is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while Principal is obliged to pay compensation or indemnification on account of default.

  • If the Agreement is terminated prematurely by Contractor, Contractor will, in consultation with Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to Principal. If the transfer of the work involves additional costs for Provider, these will be charged to Principal. The Principal shall be obliged to pay these costs within the term specified for this purpose, unless the Contractor indicates otherwise. 

  • In the event of liquidation, (applications for) suspension of payments or bankruptcy, attachment - if and to the extent that the attachment has not been lifted within three months - at the Client's expense, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor will be free to terminate the Agreement forthwith and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification. The Contractor's claims against Principal shall in that case be immediately due and payable. 

  • If Client cancels a placed order in whole or in part, the work performed and the items ordered or prepared for it, plus any supply, removal, and delivery costs thereof and the labor time reserved for performance of the agreement, shall be charged in full to Client. 

 

Applicability 

  • Unless otherwise agreed in writing, these terms and conditions shall apply to all agreements with Contractor. These general terms and conditions also apply to additional assignments and follow-up assignments. 

  • These general terms and conditions can be viewed on the Contractor's website www.Hereticdesign.nl

  • The applicability of any purchase conditions or other conditions of the Client is expressly rejected. 

Applicable law 

  • All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. 

  • Parties will only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.

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