Last change: July 22nd, 2018
- Contractor – Studio Deloryan, registered in the trade registry of the Chamber of Commerce under number 56930070.
- Client – Any party that purchases goods and/or services from Studio Deloryan. Hereafter to be called client.
- These general terms and conditions apply to all offers, quotes, and agreements whereby Studio Deloryan supplies products and/or services to the client.
- These general terms and conditions are known to both parties at the beginning of the agreement.
- The general conditions of the client are not binding for Studio Deloryan and do not apply.
- If it appears that one or more provisions in these general terms and conditions are void or voidable, then the general terms and conditions will remain in effect for everything else. In the event of this situation, Studio Deloryan and the client will consult with the aim of agreeing on new provisions to replace the void or void provisions.
Offers and propositions
- All quotes and offers by Studio Deloryan are entirely free of obligation and valid for fourteen (14) consecutive days unless stated otherwise.
- The agreement is concluded by signing the offer within the validity term.
- All prices in the quotes or offers are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including but not limited to, travel, accommodation, shipping and administration costs unless stated otherwise.
- If the client accepts Studio Deloryan’s quote after the fourteen (14) day validity period, no agreement will be concluded.
- Studio Deloryan cannot be held to offers or propositions if the client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
- Studio Deloryan indicates which information is needed to execute the agreement. The client must ensure that all necessary information is provided to Studio Deloryan in time.
- If the necessary information is not provided to Studio Deloryan in time, Studio Deloryan has the right to suspend the execution of the agreement and/or to charge the client for the costs resulting from delays according to the usual rates. Studio Deloryan will make a new schedule with a new deadline that serves as a replacement for the previous ones.
- No work will begin until all information is provided to Studio Deloryan.
Execution of the agreement
- All terms within the agreement must be completed in the allotted time unless parties have explicitly agreed otherwise.
- Studio Deloryan will carry out the assignment, as indicated in the agreement, with the care of a good contractor, as well as, as far as possible, to implement the requests laid down in the agreement.
- Studio Deloryan has the right to have certain work done by third parties on behalf of Studio Deloryan, without notice to and/or permission from the client.
- When Studio Deloryan develops a web application, the client is entitled to one round of revision during the execution and after completion of the assignment. For each round, the client must provide one (1) e-mail, Word or Google Docs file in which all remarks and comments have been documented. The adjustments must fit within the options offered by the chosen WordPress template. By template, it is meant the frame in which the website is built in.
- After completion of the assignment, the template and/or website are the responsibility of the client.
- Tailor-made solutions are not standard within the contract and, in consultation with the client, will be charged extra according to the usual rates.
- Technical maintenance of websites is not included. If the client wishes maintenance, he can purchase a prepaid card for this at Studio Deloryan.
- After delivery of the services, here referred to as the website, the client is responsible for the website.
- The client can, if desired, conclude a separate agreement with the host provider concerning the maintenance of the website. The hosting provider will check the website of the client on a structural basis for updates. Studio Deloryan is not liable for the above services, as the agreement is concluded between the client and the host provider.
- In addition to quotes for a separate order, the client can also use a prepaid card. A prepaid card includes a number of working hours from Studio Deloryan that the client can use for different services. The client can decide for himself which services he wants to use, provided the service fits the number of hours that are offered on the prepaid card. Studio Deloryan is entitled to refuse the execution of a service if it is of the opinion that the service will exceed the number of hours on the prepaid card.
- A prepaid card has a validity period of twelve (12) months after the invoice date. The prepaid card must be paid in advance in a manner as described in these terms and conditions.
- If the client does not prepare his prepaid card within twelve (12) months, the remaining hours will be cancelled. The client is not entitled to a refund of the remaining hours.
- If during the last month of these twelve (12) months the client wants to have a service that covers a large number of hours of the prepaid card, Studio Deloryan cannot guarantee that the services can be performed within the time frame of the twelve (12) months.
End of the agreement
- Both Studio Deloryan and the client can cancel the agreement at any time, with a notice period of 1 month, unless otherwise stipulated in the agreement.
- Studio Deloryan is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if the client does not, completely or timely, fulfil the obligations under the agreement, or if Studio Deloryan has a good reason to fear that the client will not fulfil their obligations adequately.
- Studio Deloryan is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required.
- If the client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution or suspension, then Studio Deloryan is entitled to dissolve or suspend the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnity, while the client, by virtue of default, is obliged to pay indemnification or compensation.
In the event that one of the parties becomes bankrupt, applies for suspension of payments or ceases operations, the other party has the right to prematurely terminate the agreement without observing a notice period.
Cancellations & reflection period
- If the client is a consumer, he has a cooling off period of fourteen (14) days. Within these fourteen (14) days the client can cancel the agreed services at any time, without giving any reason, and he will receive any costs paid. If the client agrees that Studio Deloryan will commence the work earlier than these fourteen (14) days, he hereby renounces his right of the withdrawal period.
- If there is an execution of services as a matter of urgency, the client has no cooling-off period.
- Cancellation must be in writing and expressly confirmed by Studio Deloryan.
- The client can cancel a signed offer as long as Studio Deloryan has not yet started the work and on payment of a compensation of 25% of the agreed price, with a minimum of € 350.
- When the client cancels a signed offer fourteen (14) days after signing, 75% of the agreed amount will be charged to the client.
- If the client cancels a signed agreement in whole or in part, the work that has been performed as well as the ordered or prepared goods, plus any closing costs thereof and the labour time reserved for the execution of the agreement, will be fully charged to the client.
Prices, price changes and additional work
- Unless otherwise stated, all prices are listed on the website, offered in euros (€) and excluding VAT, unless otherwise stated.
- The prices stated in the quote only apply for fourteen (14) days unless stated otherwise.
- Insofar as Studio Deloryan is required to perform additional work for the client that is not included in the agreement, or extra costs incurred because the client has in any way failed and/or makes the execution of the agreement impossible, these activities/costs are considered extra work and charged extra.
- After signing an offer, an agreement has been concluded between the client and Studio Deloryan. From that moment on the client is obliged to honour the work of Studio Deloryan according to the agreement.
- The client must pay at least 50% of the total amount of the offer as a down payment.
- Unless otherwise agreed, the payment term is 14 days, starting from the invoice date.
- After the expiration of 14 days after the invoice date, the client is in default; if the client has several assignments, all work will be suspended until the invoice has been paid.
- Should it come to a procedure via a debt collection agency if the payment terms are exceeded, Studio Deloryan reserves the right to claim amounts still to be invoiced from an existing contract until the end of the contract term.
- In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client will be immediately due and payable.
- If the client is in default or omission, then all collection costs for obtaining payment out of court are at the expense of the client.
- In no event shall Studio Deloryan be liable for consequential damages of any kind whatsoever, including but not limited to, damage due to loss of profits, work stagnation, losses due to loss of data and/or any other trading loss or monetary loss.
- Studio Deloryan is not liable for damage, of whatever nature, caused by the incorrect and/or incomplete information provided by the client.
- Studio Deloryan’s liability is limited to the amount concluded in the agreement.
- Studio Deloryan is not liable for the consequences of force majeure.
- Force Majeure situations such as strikes, public unrest, illness of staff or of Deloryan itself, fire, malfunctions, floods, abnormal weather conditions and other unexpected events, beyond the will or actions of Studio Deloryan, liberate Studio Deloryan for the duration of the hindrance of its commitments, as timely, complete or correct performance of the agreement is no longer possible.
- In the event of force majeure, the performance of the agreement will be suspended for as long as the force majeure continues, without the right to any price reduction or compensation for the customer.
- When the client and Studio Deloryan conclude that it is no longer possible to reasonably comply with the agreement, the agreement will be mutually reviewed or dissolved. Any already delivered performances by Studio Deloryan until the moment of force majeure will still be invoiced.
- Studio Deloryan undertakes to keep all confidential information of the client carefully and to keep it secret and only to use it for the execution of the agreement.
- The ownership of products and rights remains with Studio Deloryan unless otherwise agreed in writing.
- The client must respect the intellectual property rights of third parties and indemnifies Studio Deloryan from any claim (of damage) by third parties. Studio Deloryan will not be held responsible for any investigations into the existence of such rights.
- The client agrees that the website developed by Studio Deloryan for the client can be included in Studio Deloryan’s portfolio. The client also agrees that an entry to the website of Studio Deloryan will be placed at the bottom of the developed website.
- Recovery of any lost data is not covered by the agreement.
- There is no guarantee on any services delivered by Studio Deloryan if the software has been modified by parties other than Studio Deloryan.
The identity of Studio Deloryan
- Studio Deloryan is registered with the Chamber of Commerce under the number 56930070 and bears VAT identification number NL203093847B01. Studio Deloryan is located at Pampuslaan 144, 1087 LA in Amsterdam.
- Studio Deloryan can be reached by e-mail via firstname.lastname@example.org, through the website www.deloryan.com and by telephone at +31 (0) 20 – 337 88 93.
Applicable law and disputes
- Dutch law applies to this agreement.
- All disputes that may arise between Studio Deloryan and the client are exclusively submitted to the competent court in the district in which Studio Deloryan is located unless provisions of imperative law prescribe otherwise.
- The client bears the burden of proof of receipt of every communication sent by Studio Deloryan unless otherwise agreed. For every communication sent by Studio Deloryan, it is presumed to have been received by the client.
- These conditions can be changed at any moment without prior notice to the client.