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D’article Enterprise BV Terms and Conditions_RW04_WM

TERMS AND CONDITIONS D’ARTICLE ENTERPRISE B.V.
Definitions
These terms and conditions (“Terms and Conditions”) are the Terms and Conditions
of D’Article Enterprise B.V. Various terms will be used in these Terms and Conditions,
which will mean the following:
Agreement: The entire package agreed upon for services provided by D’Article to
Client. The Agreement may include one or more Contracts.
Client: The principal to which D’Article will provide the Services according to the
Agreement.
Concept: A created model, designed by D’Article or a third party, which forms the basis
of establishing a product.
Content: Text, pictures and other media and/or information provided by Client to
D’Article to be able to perform the Services.
Contract: The specific contract for the Services for the duration of a project, which can
be part of the Agreement or a stand- alone contract.
Corporate Identity: A created corporate image, style or otherwise unique concept for the
company or business of the Client or a third party, designed by D’Article.
D’Article: The private limited liability company D’Article Enterprise B.V., established in
The Hague (2521 AL) and having its business at Lulofstraat 55, unit 42.
Events: A relocatable event with its focus on music, art, culture, sport, religion, science,
etc. or a combination thereof (however not limited to the aforementioned). The Event
may be accessible to the public or have a private nature.
Internet presentation: A website/webpage/internet page(s) or other internet publication
available to the public, designed, created, made and/or placed by D’Article.
Maintenance service: Maintenance of the Services provided by D’Article or of a
developed product by D’Article at the request of the User or Client.
Parties: Client and D’Article jointly.
Party: Client or D’Article individually.
Services: Designing and/or making, creating and/or placing and/or maintenance of an
internet presentation or other media publication, as well as designing, making and/or
creating Corporate Identities, Concepts, campaigns and/or other activities; as well as:
– Development and production of customized software;
– Acting as intermediary in the purchase/delivery of foods, beverages and
tobacco;
– Organizing study tours;
– Organizing Events;
– Innovative and strategic concept- and product development in the area of
food, non-food, communication, education, fashion, software, security,
health & care and technology.
– Performing quality inspections including analysis and reports at
(healthcare) institutions, governmental institutes and companies, etc.;
– [Services provided in conjunction with housing and Development of
housing facilities];
– [Training and coaching in the broadest sense].
Article 1 – D’Article
The provisions in these Terms and Conditions are on behalf of D’Article and all other
persons working for D’Article, were employed at D’Article at the time of execution of the
Services, were involved in the execution of any Agreement between Parties or for those
whose acts or omissions D’Article could be held legally liable (“by way of third party
clause” (Dutch: “beding ten behoeve van derden”)).
Article 2 – Application Terms and Condition
2.1 These Terms and Conditions apply to all (however not limited thereto) offers,
tenders, plans, models, Concepts, ideas, prototypes, tests, designs, advice and
Contracts for services (article 7:400 et cetera. Dutch Civil Code), etc. which are agreed
upon between a Client and D’Article (additional and further assignments, etc. included),
as well as all legal acts of Client and D’Article in preparation or in execution of the
Agreement/Contract or any acts related thereto.
2.2 Any other general conditions, purchase conditions or other terms or conditions of
the Customer are explicitly rejected and are not applicable.
2.3 If one or more provisions of these Terms and Conditions are entirely or partly invalid
at some time or are (partly) annulled, the other (non-annulled) provisions will maintain
valid in these Terms and Conditions and will be fully applicable. With regard to the
invalid or annulled provisions, D’Article and Client will enter into new negotiations taking
into account the purpose and intent of the original provisions as much as possible.
2.4 If D’Article does not require strict compliance with these Terms and Conditions, this
does not mean that these provisions do not apply, or that D’Article, to any degree,
would lose the right to demand strict compliance with these Terms and Conditions.
Article 3 – Offers and formation of the Agreement
3.1 Offers / proposals have a validity of 30 (thirty) days. Quotations may be modified in
the event of unforeseen price changes due to circumstances on which D’Article exerts
no influence. D’Article shall inform Client about these price changes as soon as
possible.
3.2 A combined quotation does not obligate D’Article to execute a part of the
Agreement for a corresponding proportion of the quoted price. Offers or quotations do
not automatically apply to future Agreements/Services.
3.3 Agreements shall be confirmed in writing by the Client. A confirmation by e-mail, fax
or other generally accepted standard are also considered as a valid written
confirmation. If Client fails to confirm the Agreement in writing, however, agrees with the
commencement of (the execution of) the Agreement, the terms of the offer shall be
considered as agreed upon by Client. Deviating (oral and written) proposals of the
Client shall be regarded as a new proposal (offer), to which D’Article is not bound
unless expressly confirmed writing by D’Article.
3.4 An Agreement is established between a Client and D’Article after written
confirmation of the offer by Client. The aforementioned also applies if it is the explicit or
implicit intention of the Client that the Agreement will be carried out by a specific person
from D’Article. D’Article will at all times have the liberty to assign the Agreement to any
person within the company who it sees fit. The scope of section 7:404 of the Dutch Civil
Code is explicitly excluded, which article imposes joint and several liabilities if an
assignment is given to two or more persons.
3.5 The duration of the Agreement or contract between D’Article and Client shall be
agreed upon in writing. The Agreement shall end by operation of law, unless the
Services, Contract and/or Agreement are extended or if Parties have expressly agreed
otherwise in writing.
3.6 After consulting the Client, D’Article will communicate who will carry out the
Agreement on behalf of D’Article. In case of absence or inability of employees, D’Article
can chose at its own discretion another employee or third party to execute the Service,
Contract or Agreement.
3.7 If the Client provides or wishes to provide the same contract or contract showing
overlap with the Agreement, simultaneously to other contractors, the Client shall inform
D’Article hereof and state the names in writing of these contractors.
Article 4 – Execution of the Agreement
4.1 D’Article has an obligation of means towards Client to carefully and independently
carry out the Agreement, taking into account to the best of its ability Client’s interests
and to strive for a suitable/useful result. D’Article shall execute the Agreement to the
best of its ability and in accordance with the requirements of good workmanship. All of
which based on the current and known state of science and technology at the time te
Services were provided.
4.2 Client shall do everything reasonably necessary, desirable and possible to ensure a
timely and proper delivery by D’Article, by, amongst other things, a timely delivery of
complete, sound and clear data or materials, etc.
4.3 Client shall be at all times responsible for providing D’Article with accurate and
complete information, data or other information on which D’Article will base its Services.
4.4 Client shall ensure that all data, indicated as important or necessary for the
execution of the Agreement and of which Client should reasonably understand as being
necessary for the execution of the Agreement, will be provided to D’Article. If the
aforementioned information is not provided or not provided in a timely manner, D’Article
has the right to suspend the (execution of) the Agreement and to charge Client with the
additional costs resulting from the delay in accordance with the current customary rates
of that moment. The Services completion time shall commence no earlier than the
moment D’Article has received all the necessary data and information of Client.
D’Article shall not be liable for any damages of any kind, resulting from incorrect,
inaccurate, incomplete, illegal or third party rights’ infringing data or information
provided by Client.
4.5 In addition to article 4.4, D’Article is entitled to suspend the execution of the
Agreement for the implementation of quality inspections if not all data, which D’Article
indicates are necessary, will be provided to D’Article in time and D’Article is not liable
for damages of any kind, because D’Article is assumed by false and/or incomplete data
provided by the institution.
4.6 D’Article is at all times at liberty to perform certain activities via third parties. The
applicability of article 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is specifically
excluded.
4.7 Unless otherwise agreed upon, instructions to third parties, in the context of the
creation of the design, will be provided by or on behalf of Client.
4.8 If D’Article, at the request of Client, provides a cost estimate of third parties, such
estimate will only have an indicative purpose. If desired, D’Article may apply offerrequests
in writing on behalf of Client.
4.9 If D’Article’s or third parties’ Services are performed under the Agreement at the
location of the Client or at a location designated by the Client, Client shall arrange, free
of charge, the reasonably desired facilities for D’Article or third parties.
4.10 Prior to production, reproduction or publication, D’Article and Client shall give the
other the opportunity to check and approve the final model, prototypes or samples of
the design.
4.11 A period for delivery specified by D’Article is never specified as a deadline, unless
expressly agreed otherwise in writing. If a specified period is given for the execution or
finalization of the Agreement, D’Article shall not be in default until Client has send
D’Article a notice of default by registered letter where D’Article will be given the
opportunity to perform within at least 14 days after having received the notice of default.
D’Article is not in default if it cannot fulfill the Agreement due to Client’s actions.
4.12 Executing tests, applying for permits and reviewing instructions of Client to or in
compliance with statutory or quality requirements, are never covered by the Agreement,
unless expressly confirmed in writing by D’Article.
4.13 Complaints shall be communicated in writing as soon as possible, but in any case
within ten (10) days after completion of the contract.
Article 5 – Fee
5.1 D’Article is entitled to change its hourly rates (as of the first of January of each
year), the travel allowance by car, public transport and/or to modify other allowances.
Client will be informed in writing as soon as possible of a change in the hourly rates
and/or the aforementioned allowances.
5.2 If the amendments as referred to in Article 5.1, implies an increase of more than
15% or if an increase occurs within two (2) months after the conclusion of the Contract
between Client and D’Article, Client is entitled to end the Agreement in writing by a
registered letter. Client’s right to terminate the Agreement will expire on the 15th day
after the written notice of the increase.
5.3 Regarding the Services carried out by D’Article, the fee will be
determined/calculated by hours worked multiplied by the hourly rates charged by
D’Article. In addition, value added tax (VAT) and any disbursements, expenses incurred
for engaging third parties and other further specified costs by D’Article shall be charged
to Client. The fees and other costs will in principle be charged to Client once a month
over the immediately preceding month, provided with a proper specification.
5.4 If the Agreement, including an addition, should be amended, D’Article is only
entitled to start the execution thereof after approval was given by an authorized person
within D’Article and if the Client has agreed to the amendment or addition, including the
commencement date thereof. Failure to or (immediately) implement the amended
Agreement does not constitute a breach of contract by D’Article and does not form any
reason for Client to terminate or cancel the Agreement.
5.5 If the size and/or scope of the assignment given to D’Article for whatever reason
changes or increases, or if the information provided by Client does not correspond to
reality after conclusion of the Agreement, D’Article is entitled to charge additional work
to Client.
5.6 Additional work will be calculated on the basis of price-determining factors at the
time when the additional work was performed. Reduced work shall be calculated on the
basis of price-determining factors at the time the Agreement was concluded.
5.7 D’Article may refuse a request to amend the Agreement if this could (negatively)
influence the result in both quantity and quality of the Services, without being in default.
5.8 In case D’Article and Client have agreed upon a fixed fee or fixed price, D’Article is
still entitled to increase this fee or price without Client being entitled to terminate the
Agreement, if the price increase results from an authority or obligation under the law or
regulations, or is caused by an increase in the price of for the execution required
components, software, licenses, wages, etc. or on other grounds, which could not be
foreseen at the time of conclusion of the Agreement.
5.9 D’Article is, before commencing with the execution of the Services, Contract or
Agreement, authorized to require an advance payment or commitment fee. The
advance payment or commitment fee will be deducted from the final invoice send in the
matter to the Client.
5.10 Payment of invoices shall take place within 21 days after the invoice date without
any discount, suspension or deduction, including payment of uncontested parts of the
invoice. Objections by Client shall be made in writing as soon as possible but no later
than 21 days after the invoice date and shall contain a motivation and all the reasons
for the objection.
5.11 D’Article is in any case entitled to suspend the work assigned if invoices older than
60 days are not payed up, if agreed advance payment or interim invoices are not paid
and/or if the credit risk on a Client is considered to be too high or the continuity of
operations of a Client is not sufficiently certain. In case of suspension of work D’Article
shall notify Client thereof in writing.
5.12 D’Article is entitled to charge extrajudicial costs of 15% of the amount to be
collected into with a minimum of EUR 150, in the event that any claims have remained
unpaid 90 days after the invoice date. All extrajudicial and judicial costs associated with
the collection of invoices of D’Article sent to Client will be on behalf of Client. The
judicial costs are not limited to the assessed legal costs, but shall be charged in its
entirety to Client if these are (mainly) to rule against.
Article 6 – Warranties and indemnities with regard to the Services mentioned in
article 3 and 4
6.1 The delivery of certain objects or the Services by D’Article shall meet the usual
requirements and standards that may be expected at the time of delivery for normal and
generally accepted use in the Netherlands. The warranty mentioned in this article shall
apply to matters that are intended for use within the Netherlands. In case of usage
outside of the Netherland, Client shall ensure that usage is suitable for that specific
location (in that country) and whether it meets the local conditions set. Should this be
the case, D’Article has the right to change or adjust any warranties and/or other terms
and conditions with regard to the objects to be delivered or services to be executed.
6.2 The warranty as referred to in Article 6.1, shall apply for a period of 12 months after
delivery, unless the nature of the objects delivered require otherwise or Parties have
otherwise agreed upon. If the warranty given by D’Article concerns an object produced
by a third party, the warranty is limited to the warranty given by the manufacturer in that
case, unless stated otherwise. If the performance referred to in the preceding
paragraph of this article consists of, for example, the installation and implementation of
software, D’Article vouches for the soundness of the work for 12 months, provided that
D’Article was free in the manner of implementation. If the performance referred to in the
preceding paragraph of this article consists of the provision of software by D’Article,
D’Article also vouches for the soundness thereof for 12 months, provided that Client
has complied with all instructions of D’Article.
6.3 The warranty obligations of D’Article as mentioned in article 6.2, shall consist of
(partly) re-performance of the work, installing and deploying software or the delivery of
software, perform modifications or partly crediting the invoice, at the discretion of
D’Article.
6.4 Client can only claim under a warranty if all obligations have been met, arising from
the Agreement in respect of D’Article.
6.5 Any kind of warranty will become void or shall extinguish if a defect is caused by, or
results from:
– improper or inappropriate use of the object
– or usage after the (expiration) date specified on or for the object,
– improper storage or lack of proper maintenance,
– installation or repair thereto by Client and/or third parties, if, without the prior written
consent of D’Article, Client has made or has tried to make alterations to the object or if
other objects were attached to the object which should not have been attached thereto,
or if these were converted or processed in a different manner than prescribed.
Client is neither entitled to claim under the warranty if the defect is caused by the usage
of pirated software, or software indicated as not compatible with delivered and/or
installed software by D’Article nor is Client entitled to claim under the warranty if the
defect is the result of circumstances where D’Article has no influence on, including
weather conditions.
Article 7 – Force majeure
7.1 D’Article can neither be held liable or responsible for any default or breach, in case
of hindrance to perform due to any circumstances other than negligence or willful
misconduct, nor if the hindrance to perform results from any law, legal act or any
generally accepted practice.
7.2 Force majeure in these Terms and Conditions, can be defined as all external
causes, foreseen or unforeseen, on which D’Article has no influence and causing
D’Article the inability to fulfill its obligations, in addition to the meaning of Force majeure
in the Dutch Civil law and jurisprudence, including strikes in the company of D’Article or
third parties. D’Article also is entitled to invoke force majeure if the circumstance which
prevents (further) fulfillment of the Agreement occurs after the due date for fulfilling its
obligations.
7.3 D’Article may suspend its obligations under the Agreement, during the period the
force majeure continues. If this period lasts longer than two months, each Party shall be
entitled to terminate the Agreement without any obligation to pay compensation of
damages to the other Party.
7.4 In so far as D’Article has partly fulfilled or is able to partly fulfill its obligations under
the Agreement at the time of the force majeure, and these parts have independent
value, D’Article is entitled to invoice these parts. Client shall pay this invoice as if there
were a separate Agreement.
Article 8 – Duration and termination of the Agreement
8.1 The duration of the Contract or Agreement is the period agreed upon in the order
confirmation or confirmation of the proposal. After expiry of this period, the Agreement
shall terminate (Dutch: “eindigen”) by operation of law, unless the parties extend the
Agreement and confirm so in writing. Parties may early-terminate (Dutch: “tussentijds
opzeggen”) the Agreement in writing taking into account a notice period of one (1)
month. In case of an Agreement for an indefinite period of time, a notice period of three
(3) months has to be taken into account.
8.2 If Client terminates (Dutch: “opzeggen”) or partly cancels (Dutch: “annuleren”) the
Agreement, the Services executed and/or objects, orders, including any delivery
charges, increased with any other applicable costs made, will be charged integrally to
Client. In case of termination or partly cancellation, D’Article is entitled to charge an
hourly rate of at least 10 hours, regardless of the number of hours worked.
8.3 If the Agreement is early-terminated (Dutch: “tussentijds opzeggen”) by D’Article,
D’Article will ensure to transfer the non-performed (parts of the) work to third parties in
consultation with Client, unless the termination is attributable to Client. If additional
costs are involved with the transfer of work, these costs will be charged to Client. Client
shall pay such costs within the mentioned timeframe or period, unless D’Article
indicates otherwise.
8.4 D’Article is entitled to suspend or terminate (Dutch: “onbinden”) the Agreement
upon fulfillment of the obligations, if Client does not, not fully or timely:
– comply with the obligations under the Agreement,
– if circumstances are brought to D’Article’s attention, giving good ground to fear that
Client will not fulfill its obligations under the Agreement,
– if Client, during conclusion of the Agreement, was requested to provide security for the
fulfillment of his obligations under the Agreement and this security failed to occur or was
insufficient, or
– if, due to the delay of Client, D’Article can no longer be expected to fulfill the
Agreement under the originally agreed terms and conditions.
In connection to the above, D’Article is entitled to terminate the Agreement with
immediate effect without any obligation to pay any damages or compensation, while on
the other hand Client by virtue of default, has the obligation to pay damages or
compensation.
8.5 Furthermore, D’Article is entitled to terminate (Dutch: “ontbinden”) the Agreement if
such circumstances arise of that fulfillment of the Agreement is impossible or if other
circumstances occur under which unaltered maintenance of the Agreement cannot be
required of D’Article.
8.6 If the Agreement is terminated (Dutch: “ontbinden”), the claims D’Article has on
Client shall be immediately due and payable. If D’Article suspends fulfillment of the
obligations, it retains all rights under the law and Agreement.
8.7 If D’Article continues to the suspension or termination, D’Article shall never be liable
for damages and costs incurred in any way.
8.8 If the termination is attributable to Client, D’Article is entitled to compensation of
damages, including costs arising directly and/or indirectly thereof.
8.9 In case of liquidation, (application of) suspension of payments of bankruptcy,
attachment – if and where the attachment is not lifted within three months – at the
expense of Client, debt management, placement under guardianship of Client,
shutdown or liquidation of the company or other circumstance causing Client to no
longer make freely use of his ability, D’Article is free to:
8.9.1 terminate the Agreement whole or partly, or to suspend the (further) execution of
the Agreement, or
8.9.2 immediately and with immediate effect terminate the Agreement, without any
obligation to pay any damages or compensation.
In that case the claims D’Article has on Client are immediately due and payable.
D’Article shall also be entitled to claim immediate payment of the amounts accrued.
8.10 Following the provisions of this Article 8, if the Agreement is early-terminated for
any reason whatsoever, Client is no longer allowed to use or put at its disposal, or to
the disposal of third parties, any quotations, offers, models, Concepts, prototypes, tests
and designs, etc. Any under the Agreement granted license will expire.
Article 9 – Complaints, claims and prescriptions
9.1 Client shall investigate the delivered objects immediately at the moment the objects
are made available and the relevant activities have been carried out. In addition, Client
shall examine whether the quality and/or quantity of the objects corresponds with the
Agreement and meets the requirements as agreed upon. Any visible defects shall be
reported in writing to D’Article within 7 days after delivery. Any non-visible defects
should immediately, but in any event within 14 days after discovery be reported in
writing to D’Article. The report shall contain a detailed description of the defect, to
ensure adequate response of D’Article. Client shall give D’Article the opportunity to
process a complaint, investigate and (if possible) resolve.
9.2 Claims and complaints shall be submitted in writing as soon as possible but no later
than 48 hours after discovery, or – in case of non-visible defects – within 48 hours after
the problem could reasonably be detected.
9.3 If Client complains in time, this does not suspend its payment obligation. Client is
also held to accept and pay for any other ordered objects.
9.4 If a notification with regard to a defect is submitted later than the applicable
notification period, Client is not entitled to repair, replacement or compensation.
9.5 If it is established that a product is defective and a timely complaint has been
submitted, D’Article will replace the object within reasonable time at D’Article’s the
discretion, or D’Article will ensure recovery thereof or pay a replacement fee to Client.
9.6 If it is certain that a complaint is unfounded, the costs incurred by D’Article,
including the research costs, are for the account of Client.
9.7 After the warranty period, all costs for repair or replacement, including
administration, postage and wire costs shall be charged to Client.
9.8 Notwithstanding the statutory limitation periods, the limitation of all claims and
defenses against D’Article and any third parties involved in the execution of an
Agreement by D’Article shall lapse after (1) year.
Article 10 – Liability
10.1 If the execution of a contract by D’Article could result in liability for damages
suffered by Client, D’Article is only liable for direct damages and never for indirect
damages, consequential damages, lost profits, attorney’s fees from the opposing party,
incidentals, etc.
10.2 D’Article is in its activities and Services dependent on the cooperation, services
and deliveries of Client and third parties, where D’Article has little or no influence on.
D’Article is not liable for damages of any kind for incorrect and/or incomplete
information provided by or on behalf of Client.
10.3 Furthermore D’Article is not responsible or liable for the Content provided by
Client.
10.4 D’Article is not liable for any damage in whatever form caused by sending
confidential or sensitive business information, neither for security or abuse of the data
stored by third parties.
10.5 The liability of D’Article is in any case limited to the amount paid by its insurer
where relevant. If the insurer of D’Article does not pay for any reason, the liability of
D’Article will at all times be limited to a maximum of one time the invoice amount per
event (no accumulation of invoices covered by the same Agreement) and under the
relevant event from which liability has arisen.
10.6 Direct damage only includes the reasonable costs of determining the cause and
extent of the damage, as far as the establishment relates to damages as specified
under these General terms and conditions, any reasonable costs made to correct the
defective performance of D’Article (insofar as this can be attributed to D’Article) and
reasonable costs made to prevent or limit any damages, as far as Client demonstrates
that these expenses resulted in restriction of direct damage as meant in these Terms
and Conditions. D’Article is never liable for any indirect damages, including
consequential damages, lost profits, lost savings and damage due to business
interruption.
10.7 The restrictions of liability included in this article do not apply if the damage results
from willful misconduct or gross negligence of D’Article or its executive subordinates.
Article 11 – Involvement of third parties, indemnification and liability
11.1 D’Article is entirely free in its choice to enable or contract third parties, including but not
limited to design advertising agencies and consultancy offices, together with volunteers for
research, analysis and reporting of quality inspections at institutions etc. D’Article is not
responsible for the manner in which it engages third parties to perform their activities and
D’Article is not liable for shortcomings of these third parties or damages caused by these third
parties, except in case of willful misconduct or gross negligence on the part of D’Article.
11.2 Client shall indemnify D’Article for any claims by third parties who suffer damages
in connection with the execution of the Agreement, attributable to other parties than
D’Article. If D’Article should in connection thereto be addressed by third parties, Client
is obliged to assist D’Article immediately both outside and in law. In case Client fails to
take adequate measures, D’Article is entitled to do so itself without any notification. In
that case all costs and damages on the part of D’Article and third parties are for the
account and risk of Client.
11.3 In case the aforementioned third parties wish to limit their liability on the behalf of Client in
connection to the execution of the Contract or Agreement, D’Article is authorized to accept
such a condition without prior consultation of Client, which will have consequential effect in the
relationship between D’Article and Client.
Article 12 – Intellectual property rights and right of ownership
12.1 D’Article retains the right and powers for which he is entitled under the Copyright
and other intellectual property laws and regulations, including but not limited to plans,
documents, images, drawings, software, models, Concepts, prototypes, scale models,
design sketches, films, other materials or (electronic) files and create the related
information and “know-how” (“the Information”), unless expressly agreed otherwise.
D’Article is entitled to use the increase of knowledge gained by the execution of an
Agreement for other purposes, to the extent that no confidential information of Client will
be provided to third parties.
12.2 The items listed in article 12.1, shall not, without prior written consent of D’Article,
be copied in whole or part other than for internal use by Client, neither be shown to third
parties, be handed over or otherwise disclosed, nor used by Client or be made available
other than for the purpose for which it was provided by D’Article.
12.3 Client shall indemnify D’Article from third parties concerning intellectual property
rights on material or data provided by Client, which are used in the implementation of
the Contract or Agreement.
12.4 Client warrants D’Article for the presence or availability of valid licenses with
regard to the existing software in Client’s care or possession.
12.5 If requested by Customer and if Customer meets its obligations under the
Agreement, D’Article may provide its design belongings exclusively through:
12.5.1 providing a user license to Client, or
12.5.2 providing ownership of a license to Client.
12.6 Following article 12.5, Parties shall enter into a license agreement, specifying the
fee for a user license and the fee for a license to obtain the property.
12.7 From the moment Customer’s payment obligations under the Agreement are not
(fully) fulfilled, Client loses its right to use the results made available, and each issued
license within the framework of the Agreement to the Client will be canceled, unless the
failure of Client in light of the whole Agreement is of minor significance.
12.8 In case of non-compliance by Client with the obligations in this article, Client shall
pay a penalty of EUR 50,000, which amount shall be increased with an amount of EUR
5,000 per month in case Client remains in default.
12.9 D’Article has the freedom to use the design for his own publicity or promotion with
due regard to the interests of Client.
Article 13 – Other provisions
13.1 Client is not permitted to transfer the rights and obligations under the Agreement to
third parties without the prior written consent of the other Party. This provision also has
consequences under property law.
13.2 All Agreements between Client and D’Article is governed by Dutch law.
13.3 All disputes arising from the Agreement or related consideration shall be settled by
the competent court in the district where D’Article is registered. Nevertheless, D’Article
shall have the right to submit disputes to the competent court of the place of residence
or business of Client.
13.4 The Parties shall appeal to the courts after they have made every effort in joint
consultations. Parties shall take sufficient effort to finding a solution in consultation, if
necessary through a mediation process under the guidance of a Mfn-registered
mediator.
13.5 These Terms and Conditions are drawn up in Dutch and English. The Dutch text
shall be binding in case of any differences or conflicts in content or interpretation
between the two sets of Terms and Conditions.
13.6 These Terms and Conditions are registered with the Chamber of Commerce in
The Hague, CoC number 63266296.
13.7 The most recently filed version or the version given at the time of the conclusion of
the legal relationship with D’Article shall apply.