Article 1: General
1. These general terms and conditions apply to the agreement to be concluded between the client and Triangle Visuals.
2. The activities are not performed on the basis of an employment contract, but on the basis of a contract for services within the meaning of BW 7: 400 and further.
3. The agreement is concluded by both parties in the exercise of a profession or business.
4. A quotation from Triangle Visuals is without obligation and valid for three months.
5. The agreement between the client and Triangle Visuals is concluded when the quotation from Triangle Visuals is accepted in writing and / or electronically or when the activities of Triangle Visuals commence. .
6. In the case of composite prices, there is no obligation to deliver a part against a corresponding part of the price quoted for the whole or price quoted for that part.
7. If the client has given the assignment to Triangle Visuals to have it carried out by Triangle Visuals, Triangle Visuals is entitled to have another person carry out the assignment. Article 7: 404 BW does not apply.
8. The agreement is entered into for a definite period of time, unless it follows from the nature or content of the client’s assignment that it has been entered into for an indefinite period of time.
9. Parties can communicate with each other by electronic means. Where written communication is mentioned, this can also take place via e-mail.
Article 2: The execution of the activities
1. The quotation includes a description of the work to be performed by Triangle Visuals.
2. Triangle Visuals will make every effort to perform the work as laid down in the agreements agreed with the client. Client is entitled to give instructions about the work, but this does not affect the fact that Triangle Visuals is free to carry out the work at its own discretion.
3. Triangle Visuals is entitled to engage third parties for the execution of (parts of) the assignment.
4. If it has been agreed that the agreement will be performed in phases, Triangle Visuals can suspend the performance of work belonging to a following phase until the client has approved and paid for the work of the preceding phase in writing.
5. Terms within which the work must be completed can only be regarded as deadlines if this has been expressly agreed in writing. The agreement cannot be terminated by the client due to the term being exceeded. Triangle Visuals is not liable for damages due to exceeding the deadline.
6. Triangle Visuals reserves all rights with regard to products that it uses (has used) or develops or has developed in the context of the execution of the assignment.
7. If Triangle Visuals performs work or other performances at the request of the client that fall outside the content or scope of the agreement, these activities or performances will be paid by the client to Triangle Visuals according to the usual rates of Triangle Visuals. This applies in any case if the agreed number of hours is exceeded by more than 10% and / or the offered amount of more than 10%.
8. The Client accepts that the agreed time or expected time of completion of the activities may be influenced by work or performances as referred to in the previous paragraph.
9. Triangle Visuals is entitled to (temporarily) put certain parts of the website out of operation during installation or in case of maintenance. Triangle Visuals will make every effort to keep this as short as possible and cannot be held liable for any damage suffered by the client.
10. 10.Triangle Visuals makes every effort to keep the website accessible and available, but cannot be held liable if the website is unavailable at any time unless the client demonstrates that this is due to Triangle Visuals.
B. Designing and building a website
1. Client guarantees that it has all necessary licenses for materials supplied (intellectual property) intended for the development of the website.
2. Triangle Visuals has the right to use images and texts supplied by the client. Client indemnifies Triangle Visuals against claims from third parties in this regard.
3. Triangle Visuals will use third party software, components and templates, including open source software, in the development of a website.
4. After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the developed website lies with the client. Triangle Visuals will adequately inform the client about the applicable license conditions.
5. Only if this has been explicitly agreed in writing will the source code of a developed website be made available to the client.
6. Client indemnifies Triangle Visuals against claims from third parties that the delivered website infringes an intellectual property right (such as patents, copyrights and the like), unless the client can demonstrate that Triangle Visuals was or should have been aware of the infringement at the relevant website and Triangle Visuals has not warned against this. Triangle Visuals has no obligation to investigate in this area for source materials provided by the client to Triangle Visuals.
7. Complaints must be reported to Triangle Visuals in writing as soon as possible, but in any case within ten working days after completion of the assignment and delivery of the website, failing which the client will be deemed to have fully accepted the result. Reporting complaints does not suspend the client’s payment obligation.
8. Triangle Visuals will deliver the website if it meets the specifications in its professional opinion or is suitable for use. The client must then evaluate and approve or reject the delivered work within ten working days after delivery. If the client does not reject the delivery within this period, the delivery will be deemed to have been accepted. If the client wishes to make changes or additions afterwards, this can be done as additional work that will be charged at an hourly rate, or the parties will conclude a separate agreement about this.
C. Maintenance of a website
1. In order to guarantee the security of the website as much as possible, all updates to software and plugins should be carried out as soon as possible after a release.
2. At the request of Triangle Visuals, the client will provide all necessary access to the computer systems involved to enable installation, configuration, maintenance and adjustments of the software.
3. Triangle Visuals offers the client the option of arranging maintenance on the website referred to under point 1 in a maintenance contract.
4. Maintenance of the software of the website is then carried out by Triangle Visuals. This includes updating WordPress, installed plugins and themes. Changes are also made to the software if progressive insight into safety makes them necessary. If these changes exceed the maintenance contract, Triangle Visuals will perform this as additional work after consultation with the client.
5. Triangle Visuals is also dependent on supplier (s) and third parties for maintenance. Triangle Visuals is entitled not to install certain updates or plugins if, in the opinion of Triangle Visuals, this does not benefit the correct functioning of the software.
6. The maintenance subscription can be canceled by both parties in writing at the end of the agreed contract period, subject to a notice period of 30 days.
7. If the client agrees with Triangle Visuals that the client will maintain the software itself, then the client is responsible to update the software and installed plugins as soon as a new version appears. Client is responsible for all possible consequences of updating itself. Triangle Visuals will try to solve any problems arising from this update at the applicable hourly rate.
8. If licenses from third parties are necessary for the use of the software, Triangle Visuals will purchase these licenses and deliver them directly to the client. The Client will ensure that the provisions of this license are delivered promptly. Client indemnifies Triangle Visuals against claims from third parties regarding compliance with these provisions of this license. If there is an annual mandatory renewal of licenses, Triangle Visuals will pass this on to the Client.
9. Triangle Visuals will make every effort to add changes desired by the client to the website after delivery. If, in the opinion of Triangle Visuals, a requested change can adversely affect the functioning or security of the software, Triangle Visuals will report this to the client in writing. If the client nevertheless insists on the change, Triangle Visuals will implement it, at the client’s own risk and without any liability for Triangle Visuals. These changes or repairs to the website are carried out by Triangle Visuals at the applicable hourly rate.
10. 10.If the client wishes to implement a change to the website independently, or wishes to have this carried out by a third party, this is done entirely at the client’s own risk and responsibility, unless the client has notified Triangle Visuals of the desired change in advance and Triangle Visuals has approved this in writing. Triangle Visuals can attach conditions to this approval.
11. 11.If Triangle Visuals and client have agreed that Triangle Visuals also carries out substantive maintenance on the website, Triangle Visuals will make every effort to carry out these actions carefully. However, Triangle Visuals can never be held responsible for any errors made and resulting damage.
12. 12.Triangle Visuals will make every effort to keep the knowledge of the software up to date. If applicable, Triangle Visuals will advise the client.
Article 3: Obligations of the client
1. The Client will cooperate fully with the execution of the assignment and, if applicable, keep the necessary personnel available for this.
2. The client guarantees to Triangle Visuals the correct, complete and timely provision to Triangle Visuals of all data, choices and specifications required for the assignment in the form desired by Triangle Visuals, even if these must be obtained from third parties.
3. Client is responsible and liable for the obligations described in the previous paragraphs. The additional costs and fees arising from the delay in the execution of the assignment due to the failure to make data and documents and personnel available (on time and / or properly) as described in article 3, paragraphs 1 and 2, are at the expense of the client.
4. Without prejudice to the obligations and responsibilities of Triangle Visuals, the client remains responsible and liable for the decisions made by him regarding the extent to which he bases himself on the advice given by Triangle Visuals, as well as for the use and implementation thereof.
5. Implementation of the agreement requires the following cooperation from the client:
6. The client will pass on the choices and specifications made to Triangle Visuals in a timely manner.
7. The client will inspect the website on time after delivery (within the set term of ten working days).
8. If licenses from third parties are required for the construction or maintenance of the website, the client must purchase these himself or they will be purchased by Triangle Visuals at the expense of the client. Triangle Visuals is indemnified against claims from third parties in the installation and maintenance of the relevant software.
9. Client will refrain from illegal activities or matters contrary to public order or morality on its website.
Article 4: Intellectual property rights
1. All intellectual property rights on all websites developed or made available in the context of a service rest exclusively with Triangle Visuals and its suppliers. Client only obtains the rights of use and powers arising from the agreement between both parties. Client will not reproduce or change the website or use it for any other purpose without prior written agreement.
2. If any intellectual property right to software is transferred from Triangle Visuals to the client, Triangle Visuals retains an unlimited and perpetual license to use the website and parts thereof in its business operations and to deliver it to others.
3. Triangle Visuals reserves the right at all times to use the knowledge gained through the execution of the agreement for the benefit of other clients, insofar as no information from the client is made available to third parties in violation of confidentiality obligations.
4. The client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the website.
5. Nothing from the foregoing may be interpreted or applied in a manner that conflicts with a provision from licenses, such as open-source licenses, or third-party software that are part of the website developed by Triangle Visuals. If these licenses entail obligations for the website developed by Triangle Visuals, these obligations exceed the provisions of this article.
Article 5: Price and payment
1. Prices for websites are agreed in quotation and are therefore determined. However, if the project takes longer than agreed and this is not due to Triangle Visuals, prices can be adjusted in the meantime.
2. Triangle Visuals invoices 50% of the amount of the quotation prior to the execution of the assignment.
3. Triangle Visuals invoices management and other activities on the basis of its hourly rate, (including costs of third parties engaged by it) and any taxes owed thereon. Hourly rate for the first three months after completion of the assignment € 53.72 (per hour, excluding VAT), after which Triangle Visuals applies the standard hourly rate of € 78.51 (per hour, excluding VAT). These items are charged to the client per month, unless otherwise agreed. Triangle Visuals invoices maintenance subscriptions, depending on the chosen subscription type, prior to the period to which the subscription relates.
4. Payment by the client must be made, without deduction, discount or set-off, within 14 days of the invoice date. If the client has not paid within this period, Triangle Visuals is entitled to charge the statutory commercial interest from the due date to the client, without further notice of default and without prejudice to other rights of Triangle Visuals, until the day of full payment.
5. If the client does not (timely) fulfill its (payment) obligations, Triangle Visuals is entitled to shut down parts of the website, to shut down the web hosting or to postpone maintenance.
6. All reasonably incurred (extra) judicial costs that Triangle Visuals incurs as a result of non-compliance by the client, will be borne by the client. These costs are set at 15% of the outstanding claim, with a minimum of € 40.
7. Price agreements with regard to maintenance can be adjusted in the meantime. Triangle Visuals will always inform the client in writing of this intended price adjustment. If the client does not agree, he has the option of dissolving the relevant contract free of charge.
8. In the event of unforeseen costs, Triangle Visuals is entitled to pass on these costs and to pass them on at the expense of the client.
Article 6: Premature termination of the assignment
1. In the event of premature termination of the agreement, the client is obliged to reimburse all costs and damage on the part of Triangle Visuals. This damage and costs in any case include the costs incurred in connection with the agreement and the (future) work, investments made and loss of capacity utilization.
2. In the event of prepayment, no repayment of amounts already paid will be made in the event of premature termination of the agreement.
3. In the event of force majeure, including illness or temporary or permanent incapacity for work, Triangle Visuals is entitled to suspend its performance, without the client being able to assert any right to compensation on that basis. Triangle Visuals is thereby entitled to transfer its activities to a replacement professional designated by it. Triangle Visuals will report this to the client.
4. The parties have the right to immediately dissolve the agreement in the event of bankruptcy or (provisional) moratorium of the other party.
5. The agreement ends by operation of law in the event of the death of one of the parties, unless otherwise agreed.
6. The parties have the right to dissolve the agreement if the other party culpably fails to fulfill an essential obligation arising from the agreement and this party is in default with regard to that obligation.
7. In the event of premature termination of the agreement, Triangle Visuals retains the right to payment of invoices for work already performed and possibly still to be performed in consultation. The client’s obligation to pay invoices for work already performed becomes immediately and fully due and payable at the moment of termination of the agreement.
Article 7: Liability and indemnity
1. Triangle Visuals is slechts aansprakelijk indien opdrachtgever aantoont dat opdrachtgever schade heeft geleden door een wezenlijke fout van Triangle Visuals.
2. De aansprakelijkheid is beperkt tot een bedrag gelijk aan eenmaal het aan Triangle Visuals verschuldigde bedrag door beide partijen overeengekomen in offerte.
3. Voorts geldt dat indien de opdracht is onderverdeeld in delen, de aansprakelijkheid van Triangle Visuals beperkt is tot het bedrag dat verschuldigd is voor dat deel waarop de aansprakelijkheid betrekking heeft.
4. Indien voor de werkzaamheden waarop de aansprakelijkheid betrekking heeft worden uitgevoerd tegen een uurtarief, is de aansprakelijkheid van Triangle Visuals beperkt tot vijf (5) maal het in de offerte vermelde uurtarief.
5. Triangle Visuals is uitsluitend gehouden tot vergoeding van directe schade. Aansprakelijkheid van Triangle Visuals voor indirecte schade, waaronder gevolgschade, is uitgesloten.
6. De in dit artikel genoemde aansprakelijkheidsbeperkingen gelden onverkort in geval van aansprakelijkheid ten opzichte van meerdere opdrachtgevers. In dat geval betaalt Triangle Visuals aan alle opdrachtgevers tezamen niet meer dan de op grond van bovenstaand artikel geldende schadevergoeding.
7. Buiten de in voorgaande artikelen genoemde gevallen rust op Triangle Visuals geen enkele verplichting tot schadevergoeding.
8. Aanspraken tot schadevergoeding vervallen indien deze niet binnen één jaar na ontdekking daarvan bij de bevoegde rechter aanhangig zijn gemaakt.
9. Triangle Visuals will exercise due care when engaging third parties. Triangle Visuals is not liable for the errors and / or shortcomings of these third parties unless they work under the responsibility of Triangle Visuals.
10. 10. The client indemnifies Triangle Visuals with regard to all claims from third parties arising from or related to the assignment (still to be) performed for the client, unless these claims are the result of intent or deliberate recklessness on the part of Triangle Visuals. The indemnification also relates to all damage and (process) costs that Triangle Visuals makes in connection with such a claim.
Article 8: Privacy provisions
1. Your personal data will only be used by Triangle Visuals for your registration when applying for a domain name and hosting. The data will not be made available to third parties, unless with your expressly requested and given permission in advance. The privacy provisions of the SIDN (Internet Domain Registration Foundation) apply.
2. Your personal information, supplied documents, video and audio material will remain confidential. Triangle Visuals will never provide information such as name, address, e-mail address, telephone number, etc. to third parties without your explicit prior requested and given permission.
Article 9: Other provisions
1. The agreement is exclusively governed by Dutch law.
2. All disputes arising from this legal relationship will be decided exclusively by the competent court in the district where Triangle Visuals has its seat.
3. If Triangle Visuals at any time waives one or more rights that it is entitled to under these general terms and conditions, this will not create any right for the client in future agreements. In subsequent agreements, these general terms and conditions apply in full and in full, unless other agreements are agreed between the parties at that time.