Terms and Conditions
Article 1: Definitions
In these general terms and conditions, the following terms are used with the following meaning, unless explicitly stated otherwise or the context indicates otherwise:
- PartnerServices: the user of these general terms and conditions: PartnerServices, located at Poortwacht 102 in Leiderdorp, registered with the Chamber of Commerce under Chamber of Commerce number 71471960.
- Customer: the natural or legal person on behalf of whom PartnerServices products and / or provides services or for whom PartnerServices performs work, or with whom PartnerServices enters into an agreement;
- Agreement: any agreement that is concluded between PartnerServices and the customer and any change or addition thereto;
- Service: the specific service that PartnerServices agrees with the customer, as stated in the agreement or the quotation.
- Supplier: production companies and other intermediaries whose aim is to reproduce and / or publish the design that has been manufactured / prepared by PartnerServices arising from the agreement.
- Website: www.partnerservices.nl.
Article 2: General
- These general terms and conditions apply to every agreement between PartnerServices and the customer to which PartnerServices has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions expressly and in writing or electronically (by e-mail).
- The present terms and conditions apply to offers and quotations, as well as all agreements with PartnerServices, for the implementation of which third parties must be involved.
- Any deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing or electronically.
- The applicability of any purchase or other conditions of the customer is explicitly rejected.
- If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. PartnerServices and the customer will then enter into consultation in order to agree on new provisions to replace the invalid or nullified provisions, whereby if and as far as possible the purpose and purport of the original provision will be observed.
Article 3: Offers and quotations
- All offers are without obligation, unless a term for acceptance is stated in the offer.
- PartnerServices is only bound by the offers if the acceptance thereof is confirmed by the customer in writing or electronically within 30 days. The customer guarantees the correctness and completeness of the requirements and specifications of the performance and other information on which PartnerServices bases its offer by or on behalf of him to PartnerServices.
- If it appears that the information provided by the customer is incorrect or incomplete, PartnerServices has the right to adjust the prices accordingly.
- If an assignment is quoted on the basis of subsequent costing, the quoted prices only serve as a guide price, the costs actually incurred by PartnerServices will be passed on.
- If the acceptance deviates (on minor points) from the offer included in the quotation, PartnerServices is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance.
- A composite quotation does not oblige PartnerServices to perform part of the assignment against a corresponding part of the stated price.
- Offers or quotations do not automatically apply to future assignments.
- Obvious errors or mistakes on the PartnerServices website and in folders or publications do not bind PartnerServices.
- Advice, proposals and quotations made by PartnerServices are personally addressed to the customer or quotation applicant. Without the consent of PartnerServices, it is not permitted to provide these for inspection to other parties or to use them other than to assess the offer.
Article 4: Concept text and one-off correction
If the delivery contains a text or design, the customer is entitled to two correction rounds. Corrections must be submitted within two weeks of receipt. Additional corrections to the original assignment and corrections submitted outside the deadline are not included in the quoted price and will be charged separately, unless otherwise agreed.
Article 5: Formation of the agreement
- The agreement is concluded when the customer has accepted the offer or quotation from PartnerServices in writing or electronically.
- PartnerServices is under no circumstances obliged to start the execution of the agreement before the customer has returned the order confirmation to PartnerServices for approval.
Article 6: Implementation of the agreement
- All obligations of PartnerServices arising from the agreement are best efforts obligations, which means that the customer, in the event of an undesirable result for the customer, is not released from his obligations to pay the costs already incurred.
- PartnerServices determines the way in which and by which persons the agreement is executed, but takes into account the wishes expressed by the customer as much as possible. PartnerServices has the right to engage third parties in the performance of the agreement, without notifying the customer, to purchase goods from third parties, to purchase services from third parties and to have the agreement performed in whole or in part by third parties and the associated charge costs to the customer. Article 7: 404 Dutch Civil Code is expressly excluded.
- PartnerServices will perform the work to the best of its ability and as a diligent professional.
- PartnerServices is only obliged to (further) implement the agreement if the customer has provided the data and information required by PartnerServices, in the form and manner desired by PartnerServices. Additional costs incurred because the customer has not provided the requested data and information, or has not provided it on time, completely or properly, will be borne by the customer.
- If it has been agreed that the agreement will be executed in phases, PartnerServices may suspend the execution of those parts that belong to a subsequent phase until the customer has approved the results of the preceding phase in writing or electronically.
- PartnerServices is not permitted to independently make changes to the material provided by the customer without prior consent from the customer, with the exception of changes that PartnerServices deems necessary for the proper performance of the Service and which affect the essential content of the service. material.
- Delivery periods stated by PartnerServices are always indicative, unless it is expressly stated in writing that it concerns a deadline. PartnerServices is, even in the event of an agreed deadline, only in default after the customer has given him written notice of default.
- Exceeding the agreed delivery times, for whatever reason, does not entitle to compensation, unless otherwise agreed in writing.
Article 7: Obligations of the customer
- The customer ensures that all data and equipment, of which PartnerServices indicates that they are necessary or of which the customer should reasonably understand that they are necessary for the execution of the agreement, are available in a timely manner.
- The customer is responsible for the update of the necessary software for the correct viewing of the work.
- If the customer makes software, telecommunication facilities, websites, materials, databases or data on an information carrier available to PartnerServices, these will meet the specifications prescribed by PartnerServices. PartnerServices is never liable for damage or costs due to transmission errors, malfunctions or unavailability of these facilities, unless the customer proves that these damage or costs are the result of intent or gross negligence on the part of PartnerServices.
- The customer is obliged to immediately inform PartnerServices about facts and circumstances that may be important in connection with the implementation of the agreement.
- The customer must refrain from conduct that makes it impossible for PartnerServices to perform the assignment properly.
- If work is carried out by PartnerServices or third parties engaged by PartnerServices in the context of the assignment at the location of the customer or a location designated by the customer, the customer shall provide the facilities reasonably desired by those employees free of charge.
- PartnerServices assumes that the customer complies with all his legal obligations.
- The customer indemnifies PartnerServices against any claims from third parties who suffer damage in connection with the performance of the agreement and which is attributable to the customer.
- If the customer has not fulfilled his obligations as stated in this article, PartnerServices has the right to suspend the execution of the agreement and / or to charge the customer the additional costs resulting from the delay according to the usual rates.
Article 8: Cancellation
If the customer cancels an order, he must pay all costs to PartnerServices that have been incurred up to that time, unless otherwise agreed. Designs, drawings and models remain the property of PartnerServices. It is not permitted to use these (or have them used), to reproduce or distribute them to others.
Article 9: Amendments to the agreement
- If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.
- If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected. PartnerServices will inform the customer of this as soon as possible.
- If the change or addition to the agreement has financial and / or qualitative consequences, PartnerServices will inform the customer in advance.
Article 10: Use of suppliers
Assignments to suppliers are given by or on behalf of, on behalf of and at the expense and risk of the customer. PartnerServices is available for oral consultation for the execution of that assignment – where necessary.
Article 11: Publication and reproduction
Before publication or reproduction takes place, the parties must give each other the opportunity to check and approve the final printing proof, revision proof, prototype of the design or the text.
Article 12: Completion and delivery period
- The delivery times stated by PartnerServices are not to be regarded as deadlines.
- In the event that a fatal delivery period agreed by PartnerServices with the customer has been agreed and this is exceeded as a result of an event that is in fact beyond its control and cannot be attributed or attributed to it. As a result of an event, as further described in article 21 of these general terms and conditions, PartnerServices is not in default and this period is automatically extended, possibly in consultation with the customer.
Article 13: Fee
- The fee agreed between the parties also includes the payment for the exclusive right to use the design, insofar as this concerns the right of publication and reproduction in accordance with the destinations and / or circulation as agreed upon in the order.
- For assignments with a term of more than 2 months, the costs due can be charged periodically.
- At the conclusion of the agreement, the parties can only agree on a fixed fee in writing or electronically.
- If no fixed fee is agreed, the fee will be determined on the basis of PartnerServices’ rates. All rates stated by PartnerServices are in euros excluding VAT. The fee is calculated according to the usual rates of PartnerServices, valid for the period in which the work is performed, unless a different rate has been agreed.
- PartnerServices is entitled to increase a fixed agreed fee if it appears during the performance of the work that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the agreement, and this is not attributable to PartnerServices, PartnerServices cannot reasonably be expected to perform the agreed work for the originally agreed fee.
- PartnerServices will inform the customer of its intention to increase the hourly rate in writing or electronically. PartnerServices will state the scope of and the date on which the increase will take effect.
- The customer is entitled to dissolve the agreement in the event of an increase in the hourly rate. The customer is not entitled to dissolution if the authority to increase the hourly rate arises from an authority under the law.
- All costs arising for PartnerServices from the Agreement are for the account of the customer, unless otherwise agreed.
- Work for the customer is charged and invoiced per half hour.
Article 14 Payment
- Client agrees with electronic invoicing by PartnerServices.
- If the customer fails to pay within the set payment term, the customer is in default. The customer then owes legal interest. The interest on the due amount will be calculated from the moment the customer is in default until the moment of payment of the full amount. If the customer continues to fail to pay the claim after a reminder and notice of default, PartnerServices can hand over the claim, in which case the customer is also obliged to reimburse all judicial and extrajudicial costs in addition to the total amount owed and the statutory interest.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the customer, the claims of PartnerServices on the customer are immediately due and payable. 4. PartnerServices may retain the goods, products, property rights, data, documents, data files received or generated under the agreement, despite an existing obligation to provide them, until the customer has paid all amounts owed to PartnerServices.
- If the customer is of the opinion that the charged costs are incorrect, the customer can notify PartnerServices of the objections within two weeks after the invoice date. After receipt of the objection, PartnerServices will investigate the correctness of the invoice amount.
- If the scope of the assignment given to PartnerServices changes or increases after the conclusion of the relevant agreement for whatever reason or if the information provided by the client does not correspond to reality, PartnerServices is entitled to charge additional work to the client.
- Additional work is calculated on the basis of price-determining factors at the time when the additional work was performed. Less work is calculated on the basis of price-determining factors at the time the agreement was concluded.
Article 15: Return of items made available
- If PartnerServices has made items available to the customer during the execution of the agreement, the customer is obliged to return the items made available within 14 days in their original condition, free of defects and in full.
- If, for any reason whatsoever, after a reminder to this effect, the customer remains in default of the obligation referred to in paragraph 1 of this article, PartnerServices has the right to pay the resulting damage and costs, including the costs of replacement, to recount.
Article 16: Intellectual property rights
- The copyright and the exclusive right of drawing, model or text with regard to the provisional and final design and of the design drawings, sketches, proposals, models, texts, working and detailed drawings as well as with regard to the copies of the product subsequently produced belong to PartnerServices. When the customer fully complies with his obligations under the agreement with PartnerServices, he obtains an exclusive license to use the commissioned work insofar as this concerns the right of publication and reproduction in accordance with the destination agreed upon in the order. In case of cancellation or early termination of the copyright at PartnerServices and the customer does not acquire the exclusive license to use the commissioned product. If no agreements have been made about the destination, the granting of the license will be limited to that use of the design for which there were firm intentions at the time the assignment was given.
- The customer is not permitted to make changes or have changes made to the preliminary or final designs without the written permission of PartnerServices. In the event of a change desired by him, the customer must be the first to give PartnerServices the opportunity to implement it. A fee must be paid for this, based on the usual hourly rates applied by PartnerServices.
- All documents provided by PartnerServices, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the customer and may not be reproduced or made public by him without the prior consent of PartnerServices. , or brought to the notice of third parties, unless the nature of the documents provided dictates otherwise.
- By giving an order to publish or reproduce objects protected by the Copyright Act or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the customer, the customer declares that no infringement is being committed. statutory regulations and protected rights of third parties and he indemnifies PartnerServices against claims in respect of third parties or for the direct and indirect consequences, both financial and other, arising from the disclosure or reproduction.
- As long as no further agreements have been made about this, PartnerServices has the freedom to use the design and / or concept for its own publicity or promotion.
- The customer is not permitted to remove or change any designation concerning copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.
- PartnerServices is permitted to take technical measures to protect the materials. If PartnerServices has secured the materials by means of technical protection, the customer is not permitted to remove or avoid this protection.
- Any use, reproduction or disclosure of the materials that falls outside the scope of the Agreement or the rights of use granted, is considered a violation of copyright. The customer will pay PartnerServices an immediately payable and not subject to judicial mitigation fine of 2,000 euros for each infringing act, without prejudice to PartnerServices’ right to receive compensation for damage caused by the infringement or to take other legal measures in order to end the infringement.
Article 17: Investigation into the existence of rights
Unless explicitly agreed otherwise, the assignment does not include research into the existence of trademark rights, drawing or design protection, patent rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the customer.
Article 18: Complaints and prescription
- Complaints about the work performed must be reported directly by the customer to PartnerServices. The complaint must contain a description of the situation that is as detailed as possible, so that PartnerServices is able to respond adequately.
- After submitting the complaint, the customer must give PartnerServices the opportunity to investigate the validity of the complaint and, if necessary, give the opportunity to still perform the agreed work.
- If it is no longer possible or useful to perform the agreed activities, PartnerServices will only be liable within the limits of Article 18 of these general terms and conditions.
- Complaints must be submitted to PartnerServices within 14 days after dissatisfaction with the work performed has arisen.
Article 19: Dissolution and suspension
- PartnerServices is authorized to dissolve the agreement if the customer does not or not fully fulfill the obligations under the agreement.
- PartnerServices is authorized to suspend the fulfillment of the obligations if:
2.a after the conclusion of the agreement PartnerServices becomes aware of circumstances that give good reason to fear that the customer will not fulfill his obligations. If there is good reason to fear that the customer will only partially or improperly fulfill his obligations, suspension is only permitted insofar as the shortcoming justifies it;
2.b the customer was asked to provide security for the fulfillment of his obligations under the agreement when the agreement was concluded and this security has not (yet) been provided or is insufficient.
3. Furthermore, PartnerServices is authorized to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfillment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required or if circumstances arise in a different manner. nature that unaltered maintenance of the agreement cannot reasonably be expected.
Article 20: Liability
- PartnerServices can never be held liable for errors in the text and / or design, if the customer, in accordance with the provisions of article 11 of these general terms and conditions, has carried out a check and has given his approval and these errors in the text and / or whether the design would have been perceptible.
- PartnerServices cannot be obliged to pay compensation for any damage that is a direct or indirect result of: a. An event that is in fact beyond its control and thus cannot be attributed to its actions and / or causes, such as among others further described in article 19 of these general terms and conditions; b. any act or omission of the customer, its subordinates, or other persons employed by or on behalf of the customer.
- PartnerServices is not liable for damage, of whatever nature, because PartnerServices has relied on incorrect and / or incomplete data provided by the customer, unless this inaccuracy or incompleteness should have been known to PartnerServices.
- In no case is PartnerServices liable for damage that arises or is caused by the customer using the delivered goods for a purpose other than that for which it was purchased.
- PartnerServices is not liable for defects in quotations from suppliers or for exceeding quotations from suppliers.
- The customer is obliged, if reasonably possible, to keep copies of materials and data provided by him until the order has been fulfilled. If the customer fails to do so, PartnerServices cannot be held liable for damage that would not have occurred if these copies had existed.
- Material damage as well as all other damage to computers, networks, exchanges and hardware and software as a result of connection to the internet or the use of the internet can never be charged to PartnerServices.
- PartnerServices is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
- If PartnerServices is liable for direct damage, then that liability is limited to a maximum of the invoice amount, at least that part of the assignment to which the liability relates. The liability is at all times limited to a maximum of the amount of the payment to be made by the insurer of PartnerServices in the appropriate case.
- PartnerServices does not accept any liability if, contrary to the advice of PartnerServices, the customer demands that certain activities must nevertheless be carried out.
- The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of PartnerServices or its subordinates. 12. PartnerServices is not liable for damage as a result of errors made by third parties engaged by it.
Article 21: Force majeure
- Force majeure on the part of PartnerServices applies, among other things, if PartnerServices is prevented from fulfilling its obligations under the agreement or the preparation thereof as a result of: war, danger of war, riots, revolution, acts of war, fire, water damage, flooding, government measures. , import and export barriers, defects in materials (including computers and other means of telecommunication), unavailability of materials (including computers and other means of telecommunication), strike, blockades, company occupation, irreplaceable employees, transport difficulties due to weather conditions and traffic disruption , everything in the PartnerServices company as well as in the customer’s company and in the company of third parties involved in the agreement.
- If the force majeure situation on the part of PartnerServices has lasted longer than 2 months, the parties have the right to dissolve the agreement.
- Insofar as PartnerServices has already partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the commencement of force majeure, and the part fulfilled or to be fulfilled respectively has independent value, PartnerServices is entitled to fulfill or fulfill it. part to be invoiced separately. The customer is obliged to pay these invoices as if it were a separate agreement.
Article 22: Confidentiality
- Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.
- If, on the basis of a statutory provision or a court decision, PartnerServices is obliged to also provide confidential information to third parties designated by law or the competent court, and PartnerServices cannot rely on a statutory or authorized recognized or authorized right of refusal, PartnerServices is not obliged to pay compensation or indemnification and the customer is not entitled to dissolve the agreement on the basis of any damage caused by this.
Article 23: Changes to general terms and conditions
- PartnerServices has the right to amend or supplement these General Terms and Conditions.
- Changes also apply to agreements already concluded, with due observance of a period of 30 days after written notification of the change.
- If the customer does not want to accept changes to these conditions, he can terminate the agreement until the date on which the new conditions take effect.