General conditions of ICR3ATE | Digital Makers Lab
We advise you to read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Agreement between you and us. You are referred to in these General Terms and Conditions as the Client. For the sake of convenience, we opt for the masculine form, but where “he” is also referred to as “she”, of course.
Article 1. Definitions
1. In these General Terms and Conditions, the following capitalized terms shall always have the following meanings:
ICR3ATE | Digital Makers Lab
the private company ICR3ATE Digital Makers Lab, with registered office and place of business in Wageningen (6708 NW) at Simon Vestdijkstraat 35;
General Terms and Conditions
these general terms and conditions of ICR3ATE | Digital Makers Lab;
the service provided by ICR3ATE | Digital Makers Lab;
Intellectual Property Rights
all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and neighbouring rights, as well as related rights such as rights relating to know-how and domain names;
you, the client and the other party of ICR3ATE | Digital Makers Lab to the Agreement;
the agreement of assignment between ICR3ATE | Digital Makers Lab and Customer in which the specifications of the Services are included;
ICR3ATE | Digital Makers Lab and/or Customer.
Article 2. Applicability
- The General Terms and Conditions apply to every Agreement between ICR3ATE | Digital Makers Lab and the Customer. Any general terms and conditions of the Client are hereby expressly rejected.
- Deviations from and additions to the Agreement are only valid if they have been agreed in writing by the Parties.
- When the Contractor engages other parties to provide the Services, these General Terms and Conditions also apply to the performance of the Services by this other party.
- ICR3ATE | Digital Makers Lab is entitled to amend these General Terms and Conditions. Content changes will take effect one (1) month after publication. Changes to the General Terms and Conditions have no effect on an existing Agreement.
- ICR3ATE Digital Makers Lab quotations and offers are without obligation, unless a period of validity is included in the quotation. If no term for acceptance is included, the offer always expires after one month.
- If the Client gives an assignment to ICR3ATE | Digital Makers Lab without a prior offer, ICR3ATE | Digital Makers Lab will only be bound by this assignment after it has confirmed it in writing to the Client.
- An offer for the supply of multiple Services does not oblige ICR3ATE | Digital Makers Lab to supply part of the Services in this offer at a corresponding part of the price.
- Special offers, quotations and rates do not automatically apply to repeat orders and/or new orders
Article 4. The Service
- ICR3ATE | Digital Makers Lab always performs its Services according to a best-efforts obligation and does not guarantee the results of its services, unless Parties explicitly agree otherwise in writing.
- ICR3ATE | Digital Makers Lab will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of a professional party. If and insofar as the proper execution of the Agreement so requires, ICR3ATE | Digital Makers Lab has the right to have certain activities performed by third parties, at the discretion of ICR3ATE | Digital Makers Lab. The applicability of Sections 7:404, 7:407 and 7:409 of the Dutch Civil Code is expressly excluded.
- Only when this is explicitly stipulated in writing in the Agreement, an agreed term shall be deemed to be a deadline. In all other cases, an agreed deadline shall be regarded as indicative.
- ICR3ATE | Digital Makers Lab is entitled to carry out the activities in parts or phases, whereby each part or each phase can be invoiced separately.
Article 5. Client’s obligations
- The Customer undertakes to provide ICR3ATE | Digital Makers Lab with all necessary data and cooperation required by ICR3ATE | Digital Makers Lab to perform the Services. ICR3ATE | Digital Makers Lab may suspend the Activities as long as the Client does not comply with the obligation in this provision. ICR3ATE | Digital Makers Lab shall never be liable for any damage and/or delay caused by failure to comply with the information and cooperation obligation referred to in this article, or failure to do so in a timely manner.
- The duration of the Agreement is determined in the Agreement itself.
- ICR3ATE | Digital Makers Lab is permitted to terminate an Agreement in writing at any time subject to two months’ notice. ICR3ATE | Digital Makers Lab is not obliged to pay any form of compensation and/or financial compensation as a result of a (premature) termination.
- Each of the Parties has the right to terminate the Agreement in whole or in part with immediate effect in the event of the other Party becoming insolvent or being granted a moratorium, as well as in the event that the other Party’s business is wound up or goes into liquidation.
- If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the associated payment obligation of the Customer will not be subject to any cancellation obligation, unless the Customer can prove that ICR3ATE | Digital Makers Lab is in default with respect to specifically those Services. Amounts invoiced by ICR3ATE | Digital Makers Lab prior to the dissolution in connection with the Services already properly performed or delivered by it in the context of the execution of the Agreement remain due in full and are immediately due and payable at the time of dissolution.
- The Customer is liable towards third parties for the consequences of the cancellation and shall indemnify ICR3ATE | Digital Makers Lab against any resulting claims of these third parties.
- All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other government-imposed levies, unless otherwise stated.
- Client must pay the invoice in full within one month of the invoice date. This term of payment is considered to be a strict deadline and Client is therefore in default without further notice of default if payment is not made on time.
- If the Client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he must immediately inform ICR3ATE | Digital Makers Lab, submitting convincing evidence of its position. Contestation of (part of) an invoice does not suspend the payment obligation of Customer with regard to (the undisputed part of) an invoice.
- ICR3ATE | Digital Makers Lab is entitled to adjust its rates at any time. ICR3ATE | Digital Makers Lab will inform the Client at least 2 (two) months prior to a rate change. If ICR3ATE | Digital Makers Lab has announced a rate change, the Client may terminate the Agreement until such time as the rate change becomes effective. In doing so, the Client must observe a notice period of one month.
- ICR3ATE | Digital Makers Lab is entitled to increase its rates annually in accordance with the Consumer Price Index, as published by Statistics Netherlands, without this entitling the Customer to terminate the Agreement or otherwise.
Article 8. Intellectual Property Rights
- All Intellectual Property Rights vested in documents or materials handed over by the Customer to ICR3ATE | Digital Makers Lab within the framework of the execution of the Agreement shall at all times remain with the Customer. The Client grants ICR3ATE | Digital Makers Lab a worldwide, non-exclusive and sub-licensable license to use the delivered materials for the execution of the Agreement.
- The Intellectual Property Rights vested in ICR3ATE | Digital Makers Lab at the time of entering into the Agreement remain with ICR3ATE | Digital Makers Lab. ICR3ATE | Digital Makers Lab to comply with the Agreement.
- ICR3ATE | Digital Makers Lab is not liable for any damages other than direct damages, such as lost profits, lost sales, loss of anticipated savings and other similar financial losses, as well as loss of goodwill or good name or reputation and any other damages not covered by the direct damages mentioned above.
The right of the Client to claim damages expires in any case one
(1) year after the event that caused the damage occurred.
Article 10. Varia
- Client is not entitled to transfer its rights and/or obligations arising from the Agreement to a third party without the consent of ICR3ATE | Digital Makers Lab, unless Parties have expressly agreed otherwise in writing.
- If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall continue to be bound by the remaining provisions. In that case the parties will in good consultation replace the invalid provisions by another provision which is valid and which approaches the intention of the parties as closely as possible.
- The Agreement is governed by Dutch law. All disputes arising from the Agreement must in the first instance be submitted to the competent court in the district where ICR3ATE has its registered office.
Article 11. Processing Personal Data
- In so far as personal data of the other party are processed in the context of the provision of services by ICR3ATE | Digital Makers Lab, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Ordinance. ICR3ATE | Digital Makers Lab refers for further information to the Privacy Statement.
- In addition to the previous paragraph 1, ICR3ATE | Digital Makers Lab notes that appropriate technical and organizational measures will be taken to protect the personal data processed from another party against loss or any other form of unlawful processing, taking into account the current state of the art and the nature of the processing.