1.1RvdB Design (referred to as 'RvdB'), located at Prinsegracht 126D, 2512GD Den Haag, registered at the Dutch Chamber of Commerce with number 60133597.
1.2RvdB delivers online applications and graphic designs. In terms of software development and support (also referred to as service and maintenance, or service agreement), and graphic work, RvdB carries out work by order (also referred to as 'the services') to which these Terms and Conditions apply.
1.3By using the services from RvdB, the client accepts the content of these Terms and Conditions. All the Terms and Conditions apply, unless there are written exceptions in the contract.
1.4These Terms and Conditions apply to every contract and quote (also referred to as 'Agreement' or 'Offer') and optional attachments issued by RvdB. The Agreement or Offer will include information about the services offered, including if the services include maintenance after delivery.
1.5RvdB has the right to change its Terms and Conditions. When the Terms and Conditions change, the client will receive the new Terms & Conditions by e-mail. When extending the services, the new Terms and Conditions are automatically accept, unless the client sends a written objection within 30 days after receiving the new Terms & Conditions.
1.6The client is not allowed to resell or rent out the services offered by RvdB, unless there are written exceptions in the contract.
Article 2 - Execution of the Services
2.1After coming to an agreement, RvdB will execute the Services and/or deliver the products as quickly as possible, while keeping the reasonable wishes from the client in consideration.
2.2RvdB guarantees the Services will be executed based on best effort. When the client is of opinion that this guarantee is not met, a written complaint has to be send within 14 days. The matters referred to in this Article concern the development and the work. Because some services are based on opensource software, no guarantees can be given to the functioning of the product that uses this software, with exception of agreed work.
2.3The client has the obligation to make all documents and information available, of which RvdB indicates that are required or of which the client is aware of its requirement for the execution of the Services, as soon as it is required.
2.4RvdB has the right to (temporarily) not provide the Services or limit the use of the Services, in case the Client does not comply to his obligations or is in violation of these Terms and Conditions.
2.5The version of any communication received or stored by RvdB is considered authentic, subject to proof to the contrary to be provided by the Client.
2.6RvdB does not guarantee the functioning of the products when using outdated or obsolete operating systems, browsers, plugins, scripts, other software or hardware, unless exceptions are mentioned in the quote or contract.
2.7In case a Service requires the Client to deliver source materials to RvdB, the Client will in all cases be responsible for the licenses that are required for the delivery to and intended usage by RvdB. The Client indemnifies RvdB from any claims by third parties concerning the violation of any licenses.
2.8After delivering the product, it's the Client his responsibility to maintain the licenses of third parties when using the Services. RvdB will inform the Client with enough details about the license conditions. See more in Article 8 - Intellectual Property.
Article 3 - Delivery
3.1RvdB will deliver the product to develop, when the product meets all specification or is ready for use, according to RvdB its professional opinion.
3.2The Client is required to evaluate the product within 14 days and approve or disapprove the product. In case the Client does not disapprove of the product within this period of time, the product is deemed to have been approved.
3.3In case a Service is delivered in sections, the Client is required to approve or disapprove the results of the current section in a matter as described in the previous item. The Client can not base an approval or disapproval in a later section on aspects that have been approved in an earlier section.
3.4In case the Client partially or fully disapproves the product, RvdB will put in effort to eliminate the reason of the disapproval as quickly as possible. RvdB can do this by revising the product or offer a motivated explanation on why this reason is not valid. The Client will have 14 days to approve or disapprove the revision or motivation.
3.5In case the Client keeps disapproving the product after the revision or motivation, RvdB has the right to invoice extra work for more revisions. In case a new revision will be charged, RvdB will inform the Client and require the Client's written approval of the extra charged work.
3.6In case one of the involved parties does no longer see the use of new revisions, both parties have the right to terminate the Agreement concerning the disapproved section or product. In that case, the Client will be charged for the hours spend on the assignment, with a maximum of the amount charged for the disapproved section or product. This does not allow the Client to use the disapproved section or product in any way or form. RvdB can only terminate the Agreement after the Client has been notified about receiving the final revision or motivation and (partially) disapproves it.
3.7RvdB guarantees 6 months of support for errors or bugs that are found in the code. This period of 6 months starts after final delivery, meaning after the 14 day period as mentioned in item 2 of this article. In case of Services to which certain open source licenses apply, no guarantees are given or responsibility is taken for the reason of it being mention in set license. In case the Client changes the code, software, hardware or moves Hosting, all possible guarantees are no longer valid.
3.8In case the Client signed a Maintenance or Service Agreement, that Agreement describes which Services and products will be included in the Maintenance or Service Agreement, and which will be charged for considering the content of this article.
Article 4 - Maintenance
4.1In case the Client signed a Maintenance Agreement with RvdB, RvdB will take care of the maintenance of the functioning of the product.
4.2To execute this maintenance, it's possible that RvdB needs to temporarily make the product unavailable to the public. RvdB will put in best effort to avoid any inconvenience for the client as a result of the maintenance, but RvdB is not responsible for any loss due to the product being temporarily unavailable.
4.3When the maintenance leads to major changes in the functionality of the product, RvdB will inform the Client about this.
4.4Service and Maintenance are applicable in the case of small errors that need to be corrected and small updates that are available. For any other service or maintenance, a separate agreement can be signed. Which Service and Maintenance are included in a Maintenance Agreement is determined by RvdB.
4.5In case determined in the contract, hosting will be included in Service and Maintenance. RvdB will put in best effort to maintain the hosting, but no guarantees can be giving as the hosting is controlled by a third party. When this third party causes issues, RvdB will put in best effort to arrange a smooth transfer to a new suitable host.
Article 5 - Helpdesk
5.1RvdB will guarantee the continuance of services while the Maintenance Agreement is valid. In principle, support will only be available during office hours on week days, being from 9am until 5pm, unless there are exceptions in the Maintenance Agreement.
5.2RvdB will first give remote support. In case this can not solve the problem and it's required to give support on site, RvdB and the Client will make an appointment for this support.
5.3Any remote support or support on site that is not included in the Maintenance Agreement will be invoiced at an hourly rate of 40 EURO.
Article 6 - Changes of Service or Products
6.1Any changes in Service or Products which are not described in the contract, that are either requested by the Client or deemed required due to any circumstances, are considered additional work and will be invoiced to the Client.
6.2RvdB will inform the Client about additional work and additional costs. After written permission from the Client, RvdB will execute the additional work.
Article 7 - Payment Obligations Client
7.1All prices are excluding taxes (21% VAT) or other tax charges. Prices on the website or quotes by RvdB are subject to programming and typing errors.
7.2There will be a set price for the product or section in the contract. The Client will pay 50% of the total amount before RvdB starts working on the product, unless exceptions are mentioned in the contract. Optional services that are not mentioned in the contract will be invoiced separately. These optional services will only be executed with written approval from the Client.
7.3In case the Client signed a contract based on a determined amount of hours, the Client will pay 50% of the total amount before RvdB start working on the product, unless exceptions are mentioned in the contract.
7.4RvdB will provide a digital invoice for the product costs to the Client. The Client will provide an e-mail address to send the invoice to.
7.5In case the Client signed a Maintenance Agreement, invoicing will be based on the amount of hours in the Agreement or based on an hourly rate as specified in the Agreement. Optional extra work will be separately invoiced. This optional work will only be executed after written approval from the Client.
7.6The invoice for a Maintenance Agreement needs to be paid in the end of every month, unless exceptions are mentioned in the Agreement. In case of optional extra work, the invoice for this will be send after receiving written approval from the Client.
7.7The payment term for invoices is 14 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, it will be in default by operation of the law from 14 days after the date of the invoice without notice of default being required. If an amount due is not paid within the payment term, statutory interest is due on the outstanding invoice amount.
7.8If the Client does not agree with (part of) the invoice, he needs to report this to RvdB within the payment term. The payment obligation of the part in question (but not anything else on the invoice) will be set on hold until RvdB investigated the situation. In case the investigation by RvdB shows the Client is obligated to pay, the payment will have to be completed within seven days.
7.9If the client does not pay within the payment term, he is obligated to not only pay the total amount and added interest, but also will be charged for any in or out of court collection costs, including costs for lawyers, bailiffs and collection agencies.
7.10The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium or if the Client's assets are fully seized, the Client dies and also if it goes into liquidation or is dissolved.
7.11Once per calendar year, RvdB is entitled to adjust the rates applied with a maximum of 5% per year since the last change. RvdB will inform the Client at least two months before the rates change. The Client is entitled to cancel a Maintenance Agreement because of increasing rates with a cancellation term of one month.
Article 8 - Intellectual Property Rights
8.1All intellectual property rights to all works developed or made available in the context of the product or service, such as designs, software, documentation, advice, reports, quotations as well as preparatory material thereof, rest exclusively with RvdB or its suppliers.
8.2The Client only obtains the rights of use and permissions that arise from the scope of the Agreement or that are granted in writing. The Client will not reproduce or publish the works, other than mentioned in the Agreement.
8.3RvdB uses open source software of which the rights belong to third parties. The rights for products that are developed by RvdB, the rights belong to RvdB, unless RvdB and the Client have a written agreement that transfers the rights. In that case, the rights for the products that are custom made for the Client, belong to the Client.
8.4If a license of certain open source software determines the Client can only share (parts of) this software as open source, RvdB will inform the Client about this in time. On parts of the products open source licenses are applicable to, article 8.1 and 8.2 are not applicable to.
8.5The Client gives RvdB permission to use the products created by RvdB for showcasing and for optional other (internal) purposes.
Article 9 - Confidentiality
9.1Both parties will treat information that is shared before, during or after the Agreement confidential, when this information is marked as confidential or when the receiving party is aware or should assume the information was intended to be confidential. Both parties will also obligate their employees or any involved third parties to treat this information confidential.
9.2RvdB will not take notice of information the Client stores or spreads with products developed by RvdB, unless this is required for a good execution of the Agreement or when RvdB is legally required to do so. In that case, RvdB will put in best effort to limit the amount of information that is required.
Article 10 - Liability and Force Majeure
10.1RvdB is only liable to the Client for direct damage as a result of an attributable shortcoming in the fulfilment of the Agreement in the form of replacement compensation. A condition is that the Client has given RvdB written notice of default with a detailed description of the shortcoming with a reasonable term for remedying the shortcoming.
10.2The liability of RvdB towards the Client due to direct damage, due to an unlawful act, warranty or as a result of dissolution (legal or otherwise), is limited to 25% of the amount invoiced to the Client of that year, excluding taxes. This limitation is not applicable when the damage is a result of intended damage by RvdB.
10.3The Client indemnifies RvdB against all claims from third parties (including clients/users from the Client).
10.4In the event that the Client has not supplied information that could be important for the performance of a Service, this constitutes Force Majeure for RvdB.
10.5Any liability of RvdB for loss of data is expressly excluded.
10.6In the event of Force Majeure, which includes but is not limited to malfunctions or failures of the internet, telecommunication infrastructure, power failures, civil disturbances, mobilisation, war, transport disruptions, strike, lockout, business interruptions, supply stagnation, fire, flood, in - and export restrictions and in the event that RvdB is not enabled to deliver by its own suppliers, regardless of the reason, so that fulfilment of the Agreement cannot reasonably be required of RvdB, the implementation of the Agreement will be suspended for the duration of the Force Majeure situation without any obligation to pay compensation.
10.7If certain licenses (open source) apply to the Services or products provided, the articles stipulated therein regarding guarantees and liability and (prohibition of) confidentiality apply. The provisions therein take precedence (if applicable) over the provisions in these Terms and Conditions regarding guarantees (article regarding delivery), liability and confidentiality.
Article 11 - Duration and Cancellation
11.1A Maintenance Agreement will be valid for one year and starts at the date the Agreement is signed. Both parties can terminate the Agreement in the two months prior to the end date of the Agreement by e-mail.
11.2If no notice of termination has been provided, the Agreement will be extended indefinitely, after which the periodic payment for the Service is invoiced within 30 days after the automatic extension.
11.3After automatic extension, both parties can terminate the Agreement at any time by e-mail with a two month cancellation term.
11.4If there is only a project based Agreement (no Service or Maintenance Agreement), duration and termination are not applicable. Articles 2 and 3 in these Terms and Conditions apply.
Article 12 - Personal Data
12.1The developed products could potentially be suitable for processing personal data. If the Client also signed a Service Agreement, processed data might also be edited by RvdB. The Client will be responsible for the processing. The Client is responsible for the processing of personal data from third parties and it is the Clients responsibility to take the correct precautions.
12.2RvdB only collects personal data that is required for the execution of the Agreement. After the services are completed, all personal data that is not required anymore will be removed by RvdB. Only contact details will be stored. On request, RvdB can remove all personal data.
Article 13 - Final Provisions
13.1The Dutch law applies to the Agreement.
13.2Changes in management or legal form will not have influence on the Agreement.
13.3If not dictated otherwise by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the Dutch court in Den Haag.
13.4Partial nullity: if a provision in the General Terms and Conditions and in the Agreement proves to be invalid, this will not affect the validity of the entire General Terms and Conditions and Agreement. The parties will determine (a) new provision(s) as a replacement, which gives shape to the intention of the original General Terms and Conditions and the Agreement as far as legally possible.