General conditions
Established January 1, 2024. Last updated on March 15, 2024.
General Terms and Conditions Vandevorm B.V. , located at Europalaan 93, 3526 KP Utrecht, registered with the Chamber of Commerce under number 92392261.
Article 1. Definitions
In these Terms and Conditions, the following terms are used in the following meanings unless expressly stated otherwise.
General Terms and Conditions: The general terms and conditions as stated below.
Company: The Client acting in the course of a business or profession.
Service: All work, in any form, performed by Vandevorm B.V. for or on behalf of the Client.
Assignment: The Agreement to provide services.
Client: The person who has accepted the validity of these general terms and conditions and has commissioned the service.
Agreement: Any Agreement entered into between Vandevorm B.V. and the Client.
Article 2. Scope
2.1. All quotations, Agreements and deliveries of Vandevorm B.V. are subject to these General Terms and Conditions, unless expressly agreed otherwise in writing.
2.2. Assignments must be confirmed by the Principal in writing. If the Client fails to do so, but nevertheless consents to the Contractor commencing the performance of the Assignment, the contents of the offer shall be deemed to have been agreed. Further oral agreements and stipulations shall not bind the Contractor until they have been confirmed in writing by the Contractor.
2.3. If the Client's order includes terms or conditions that differ from, or do not appear in, these terms and conditions, these are binding on Vandevorm B.V. only if and insofar as they have been expressly accepted in writing by Vandevorm B.V. .
2.4. Vandevorm B.V. is entitled to engage third parties in the performance of its Agreements.
2.5. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be assessed according to the form of these general terms and conditions.
2.6. If the Client does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Vandevorm B.V. would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 3. Formation of Agreement.
3.1. The Agreement is established by timely acceptance by the Client of the quotation or order confirmation of Vandevorm B.V.
Article 4. Duration of Agreement
4.1 The Agreement is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.
Article 5. Termination of Agreement.
5.1 Vandevorm B.V. and the Client may terminate the Agreement at any time by mutual consent.
5.2. Both Vandevorm B.V. and the Client may terminate the Agreement at any time, subject to one month's notice.
Article 6. Amendment of Agreement.
6.1. All changes in the order, whether at the instruction of the client or as a result of the fact that another execution is necessary due to any circumstances whatsoever, shall be considered as additional work if they involve more costs and insofar as they involve less costs as less work. These will be invoiced to the client accordingly.
6.2. If Vandevorm B.V. , due to circumstances unknown at the time of the quotation or the order confirmation, has to perform more work than agreed upon, or has to perform work under circumstances more difficult than he was aware of at the time of entering into the Agreement, Vandevorm B.V. is entitled to charge the resulting additional costs to Client. If the Client is unable to agree to the additional costs involved, he shall be entitled to cancel the part of the order not yet performed.
6.3. Without being in default, Vandevorm B.V. can refuse a request to amend the Agreement if this could have qualitative and / or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
6.4. If the Client cancels an order placed in whole or in part, the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for the execution of the Agreement, will be charged in full to the Client.
Article 7. Principal's Obligations.
7.1. The material provided by Client to Vandevorm B.V. consists of directly usable text, images and/or video material in a common file format, unless otherwise agreed in writing between Vandevorm B.V. and Client.
7.2. Client declares by supplying material to Vandevorm B.V. , that all material provided by Client to Vandevorm B.V. is free of third party rights, or that Client has permission from the rightful claimant(s) to have the material used by Vandevorm B.V. in the execution of the assignment. The use of protected material (including internal use by the Client) is at all times at the Client's risk.
7.3. When using and installing font files (fonts), other than on hardware owned by Vandevorm B.V. , the Client must provide itself with the necessary license.
Article 8. Quotations
8.1. All quotations are without obligation unless otherwise expressly stated.
8.2. If it turns out that the information provided by the Client at the time of the application or Agreement was incorrect, Vandevorm B.V. has the right to adjust the prices accordingly.
8.3. Quotes from Vandevorm B.V. are valid for the period specified in the quote. If no term is specified, the quotation is valid for 30 days from the date the quotation is issued.
8.4.The amount, as stated in the Agreement, includes a maximum of two rounds of correction. Unless otherwise stated in the Agreement.
Article 9. Service packages and subscriptions.
9.1 Agreement of a service package or subscription is entered into for the term indicated therein and cannot be terminated prematurely. In the absence of an agreed duration, the duration of one year applies.
9.2 The duration of the Agreement is tacitly renewed each time for the duration of 12 months, unless either party terminates the Agreement by e-mail with due observance of a notice period of 1 month before the end of the relevant period. Termination should be addressed to the e-mail address: studio@vandevorm.com.
9.3. Either party may terminate the Agreement in writing with immediate effect, in whole or in part, without notice of default, if the other party is granted a provisional or non-provisional suspension of payments, if bankruptcy is applied for in respect of the other party, if the other party's company is liquidated or terminated other than for the purpose of reconstruction or merger of companies.
9.4. Agreements which by their nature are intended to continue to apply after the end of the Agreement shall remain in full force and effect after termination of the Agreement.
Article 10. Designs of Publication
10.1. The parties will specify in writing which publication will be developed. Vandevorm B.V. will carry out the development with care based on the data to be provided by Client, for the accuracy, completeness and consistency of which Client vouches.
10.2. Vandevorm B.V. shall be entitled, but not obliged, to examine the accuracy, completeness or consistency of the data or specifications made available to it and, upon discovery of any deficiencies, to suspend the agreed work until the Client has remedied the deficiencies in question.
Article 11. Execution of Agreement
11.1. Vandevorm B.V. shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
11.2. Vandevorm B.V. has the right to have certain work performed by third parties. The application of articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code is expressly excluded.
11.3. Vandevorm B.V. has the right to perform the Agreement in stages.
11.4. If the Agreement is performed in phases, Vandevorm B.V. has the right to invoice each part performed separately and require payment for it. If and as long as this invoice is not paid by the Client, Vandevorm B.V. is not obliged to execute the next phase and has the right to suspend the Agreement.
11.5. If the Agreement is performed in phases, Vandevorm B.V. has the right to suspend the performance of those parts belonging to the next phase or phases until the Client has approved in writing the results of the preceding phase.
11.6. The Client shall provide any information or instructions, which are necessary for the performance of the Agreement or which the Client should reasonably understand are necessary for the performance of the Agreement, to Vandevorm B.V. in a timely manner.
11.7. If the foregoing data and instructions are not provided or not provided on time, Vandevorm B.V. has the right to suspend the performance of the Agreement. Additional costs incurred due to the delay shall be borne by the Client.
11.8 In performing the Agreement, Vandevorm B.V. has creative and intellectual freedom to arrive at certain results based on its own insights, its own methods and its own interpretations. Client cannot object on the basis of subjectivity.
Article 12. Delivery time
12.1. Any deadline specified by Vandevorm B.V. for completion of the work is indicative, unless otherwise agreed in writing.
12.2. Exceeding of agreed delivery times due to whatever cause shall not entitle to compensation, unless otherwise agreed in writing.
Article 13. Payment
13.1 The Client must pay the bills issued by Vandevorm B.V. by bank transfer. Payment of bills should be made no more than 30 days after the invoice is issued, unless otherwise agreed in writing. After the expiry of 30 days after the invoice date, Client who fails to pay on time, without notice of default being required, shall be in default by operation of law.
13.2. All costs incurred by Vandevorm B.V. under the Agreement with Client shall be borne by Client.
13.3. In the event of late payment, in addition to the amount owed and the interest accrued thereon, Client shall be liable for full compensation of both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.
13.4. The claim for payment shall be immediately due and payable in the event that Client is declared bankrupt, applies for a moratorium or a general attachment is levied on Client's assets, Client dies and furthermore, if Client goes into liquidation or is dissolved.
13.5. In the above cases, Vandevorm B.V. shall further have the right to terminate or suspend the Agreement or the part thereof not yet performed without notice of default or judicial intervention, without prejudice to the right of Vandevorm B.V. to claim compensation for any damage that may arise for it as a result.
13.6. Objections to the amount of an invoice do not suspend the payment obligation.
13.7 For assignments with a value above 10,000 euros (excluding VAT), Vandevorm B.V. reserves the right to invoice the Client for a deposit of 50% of the total assignment before the assignment will be executed.
Article 14. Collection Costs
14.1 If the Client is in breach or default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client.
14.2. With regard to the extrajudicial (collection) costs, Vandevorm B.V. , to the extent that the Client acts in the capacity of a Business, in deviation from article 6:96 paragraph 5 of the Civil Code and the Decree on compensation for extrajudicial collection costs, is entitled to compensation of 15% of the total outstanding principal amount with a minimum of € 90 for each invoice that has not been paid in full or in part.
14.3. Any reasonable judicial and execution costs incurred shall also be borne by the Client.
Article 15. Suspension
15.1. If the Client fails to fulfill an obligation under the Agreement or fails to do so in full or on time, Vandevorm B.V. has the right to suspend fulfillment of the corresponding obligation. In the event of partial or inadequate performance, suspension is permitted only to the extent justified by the breach.
15.2. Furthermore, Vandevorm B.V. is authorized to suspend performance of its obligations if:
after the conclusion of the Agreement Vandevorm B.V. have come to the knowledge of circumstances that give good reason to fear that the Client will not fulfill the obligations;
the Client was requested, at the conclusion of the Agreement, to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
circumstances arise which are of such a nature that performance of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Vandevorm B.V. .
15.3. Vandevorm B.V. reserves the right to claim damages.
Article 16. Dissolution
16.1. If the Client fails to fulfill an obligation under the Agreement or fails to do so in full, on time or properly, Vandevorm B.V. is authorized to terminate the Agreement with immediate effect, unless the failure does not justify termination in view of its minor significance.
16.2. Furthermore, Vandevorm B.V. is authorized to terminate the Agreement with immediate effect if:
after the conclusion of the Agreement Vandevorm B.V. have come to the knowledge of circumstances that give good reason to fear that the Client will not fulfill the obligations;
the Client was requested, at the conclusion of the Agreement, to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
because of the delay on the part of the Client, Vandevorm B.V. can no longer be required to perform the Agreement under the originally agreed conditions;
circumstances arise which are of such a nature that performance of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Vandevorm B.V. ;
the Client is declared bankrupt, files a petition for suspension of payments, applies for application of the debt restructuring of natural persons, faces an attachment of all or part of its property;
the Client is placed in receivership;
the Principal dies.
16.3. Dissolution shall be by written notice without judicial intervention.
16.4. If the Agreement is terminated, Vandevorm B.V. 's claims against the Client shall be immediately due and payable.
16.5. If Vandevorm B.V. dissolves the Agreement on the foregoing grounds, Vandevorm B.V. shall not be liable for any costs or damages.
16.6. If the dissolution is attributable to the Client, the Client shall be liable for damages suffered by Vandevorm B.V. .
Article 17. Liability
17.1. Vandevorm B.V. accepts legal obligations to pay damages to the extent shown in this article.
17.2. The total liability of Vandevorm B.V. for attributable failure in the performance of the Agreement is limited to compensation for direct damage up to the amount of the price stipulated for that Agreement (excluding VAT). In no case, however, will the total compensation for direct damage exceed 1000 Euro.
17.3. Liability of Vandevorm B.V. for indirect damages, including consequential damages, lost profits, missed savings, loss of (business) data and damages due to business interruption, is excluded.
17.5. The liability of Vandevorm B.V. on account of attributable failure in the performance of an Agreement arises only if the Client gives Vandevorm B.V. immediately and properly notice of default in writing, setting a reasonable term to remedy the failure, and Vandevorm B.V. continues to fail imputably in the performance of its obligations even after that term. The notice of default must contain as detailed a description as possible of the shortcoming, so that Vandevorm B.V. is able to respond adequately.
17.6. A condition for the creation of any right to compensation is always that the Client reports the damage in writing to Vandevorm B.V. as soon as possible after its occurrence.
17.7. Client indemnifies Vandevorm B.V. against all third-party claims for liability resulting from a defect in a product or system supplied by Client to a third party that consisted in part of items, materials or results supplied by Vandevorm B.V. , except if and to the extent that Client proves that the damage was caused by those items, materials or results.
Article 18. Force Majeure
18.1. In the event of force majeure, which in any case includes domestic unrest, mobilization, war, traffic congestion, strike, lockout, business disturbances, supply congestion, fire, flood, import and export impediments and in the event that Vandevorm B.V. is unable to deliver by its own suppliers, whatever the reason, is unable to deliver, as a result of which performance of the Agreement cannot reasonably be required of Vandevorm B.V. , performance of the Agreement shall be suspended or the Agreement shall be terminated, all without any obligation to pay damages.
Article 19. Intellectual Property Rights.
19.1.The Intellectual Property Rights, including all animations, videos, images, drawings, (technical) descriptions and advice which Vandevorm B.V. provides to Client, belong to Vandevorm B.V. .
19.2.Client shall not perform any acts that may infringe on the Intellectual Property Rights of Vandevorm B.V. and/or its licensors, including but not limited to disclosing and/or reproducing, in whole or in part, the items referred to in the preceding paragraph without permission. Client acknowledges and accepts that any unauthorized use or conduct violates the Agreement and applicable law.
19.3 Client has no automatic right to the source files, only to the files that constitute the final product. The cost of accessing the source files varies depending on the original price of the order and the intended use of the source files.
19.4 The Client acknowledges that materials used for pilot programs and pitch documents, whether or not provided by the Client, may not be royalty-free. In such cases, the transfer of copyright and disclosure rights is not governed by the Vandevorm B.V. . The final result of the assignment is then intended for internal pitch purposes only, the responsibility for which lies with the Client.
Article 20. Guarantees
20.1 The Agreement between Vandevorm B.V. and the Client results in an obligation of effort and not an obligation to achieve a result. Vandevorm B.V. therefore guarantees that the work performed by it will be in accordance with the Agreement and will be performed properly.
20.2. The warranty specified in these General Conditions applies to use within and outside the Netherlands.
20.3. If the Service performed does not comply with the warranty, Vandevorm B.V. after mentioning this, will proceed to replace or repair free of charge within a reasonable period of time.
20.4. When the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out charges, shall be borne by the Client.
20.5. Any form of guarantee lapses if a defect has arisen as a result of inexpert use or lack of care, or it is a result of changes that the Client or third parties have made to the delivered item. Nor is Vandevorm B.V. liable for any damage arising from these defects.
20.6. The warranty also lapses if the defect is caused by or is the result of circumstances beyond the control of Vandevorm B.V. . These circumstances include weather conditions.
Article 21. Secrecy
21.1. The parties undertake to keep confidential all confidential information they receive about the other party's business. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the execution of the Agreement between the parties.
21.2 Information shall in any case be considered confidential if it is designated as such by either party.
Article 22. Amendment of General Terms and Conditions.
22.1 Vandevorm B.V. reserves the right to amend or supplement these terms and conditions.
22.2 Amendments shall also apply with respect to Agreements already entered into subject to a period of 30 days after publication of the amendment on the website www.vandevorm.com or by electronic notification. Changes of minor importance may be made at any time.
22.3. If the Customer does not wish to accept a change in these terms and conditions, it may, until the date on which the new terms and conditions take effect, terminate the Agreement by this date or on the date of receipt of the notice of termination if this is after the effective date of the change.
Article 23. Final Provisions
23.1. The Agreement is governed by Dutch law.
23.2. Change in management or legal form shall not affect the Agreement.
23.3. Insofar as not otherwise prescribed by the rules of mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court.
23.4. Partial nullity: If any provision of the Agreement and/or the General Conditions turns out to be null and void, this will not affect the validity of the entire Agreement/General Conditions. The parties will adopt (a) new provision(s) to replace it, which as far as is legally possible will give shape to the intention of the original Agreement/General Terms and Conditions.
Article 24. Contact
24.1. Should you have any questions and/or comments after reading our Terms and Conditions, please contact us by e-mail at studio@vandevorm.nl.