General Terms and Conditions
Contractor: Creativesolvers, registered at the Chamber of Commerce under registration number 54845874. Hereinafter referred to as CreativeSolvers.
Client: Every natural or legal person with whom CreativeSolvers concludes an agreement or negotiates the conclusion thereof or to whom CreativeSolvers makes an offer.
Quotations, agreement, and confirmation
These conditions apply to all offers, contracts, and services between the client and CreativeSolvers unless otherwise agreed. The conditions, at the conclusion of the agreement, are known to both parties.
Quotations are free of obligation unless otherwise agreed. When original contents of the assignment given by client changes, the quotation may be changed in accordance with the adjusted content. CreativeSolvers is not tied to the price of the engagement when it appears that the client requires more work than agreed. There is no obligation to deliver any part of the assignment against a corresponding part of the entire price. Third-party fees are charged directly; this also applies to price changes from third-parties. The offer is valid for thirty days after the draw unless otherwise agreed.
3. Confirmation of assignments
Assignments must be confirmed in writing by the client. If the client fails to do so but consents orally or in writing that CreativeSolvers should commence the work commissioned, the terms of the quotation and the general conditions will apply as agreed.
4. Multiple designers
When the client outsources the same job to multiple designers or design agencies, he must inform CreativeSolvers thereof and indicate who is involved. CreativeSolvers offers professional craftsmanship at its best ability and insight, but may in agreement with the client use third parties to complete the assignment. CreativeSolvers is not responsible for any defects caused by the involvement of these third parties.
The implementation of the agreement
5. Provision of information
The client is committed to a timely delivery of necessary, complete, sound and clear information or materials. The delivery of incomplete, faulty and or unclear information or material remains at the risk of the client.
6. Confidential Information
The client and CreativeSolvers, when entering into the agreement, commit themselves to treat all information as confidential.
7. Modifications in the assignment
Modifications related to the contract must be made explicit to CreativeSolvers by the client in writing and in a timely manner. If this is done orally, the risk for the implementation of these modifications is on behalf of the client.
8. The use of third-party services and products
The use of products or services of third parties relating to the contract is at the expense and risk of the client. CreativeSolvers can act as an intermediary for an agreed fee. When the payment of third parties is arranged through CreativeSolvers, CreativeSolvers has entitled to request the client an advance on costs.
9. Publication and reproduction
Both CreativeSolvers and the client should give each other the opportunity to audit the latest concepts, designs, models, prototypes, websites, documents or sample designs and approve these, before proceeding to publication or reproduction.
10. Project deadlines and delivery
The deadlines agreed between the client and CreativeSolvers are indicative and not to be regarded as final dates, unless agreed otherwise in writing. When modifications to the original agreement are made, the agreed delivery time can be exceeded.
11. Iterative Projects
In some cases, the client may require CreativeSolvers to be associated with a project over a longer term and contributes chronically to a project. If the client involves CreativeSolvers in an iterative project, CreativeSolvers reserves the right to bill the monthly costs and hours for the project. For standard contracts, the amount of iterations for design work is limited to three.
12. Obligation of Effort
The basis of the agreement with respect to a contract or agreement is based upon an obligation of effort unless expressly agreed in the contract that the required effort exceeds this obligation. If the client requires an unreasonable effort with respect to the agreed assignment, CreativeSolvers has the right to charge a new quotation for this and to come to a supplementary agreement.
13. Hosting and Management
The contract for the hosting and management of CreativeSolvers should be entered for the minimum period of one year, taking into account the notice period of two months. The termination of hosting and management must be in writing and can be requested at any time during the current period. If the notice takes place within the agreed period, there is no possibility of receiving compensation for the remaining months.
CreativeSolvers reserves the right to utilize services of third parties for its hosting and management services. CreativeSolvers does not guarantee a certain percentage of uptime but is committed to getting this percentage as high as possible and above a reasonable percentage.
The constraints for the hosting and management services are based on average usage, also designated as fair-use. If a website is deviating from the average use, CreativeSolvers reserves the right to deny hosting or conclude an agreement in line with the actual usage of the website.
CreativeSolvers reserves the right to temporarily disable certain functionalities of the website used for the benefit of the management of the specific website. If a client, by improper use of applications, extensions or software, does harm a site under the management of CreativeSolvers, CreativeSolvers is not responsible for the actual damage or the repairing of the damage. If desired, CreativeSolvers may enter into a new agreement in which it helps to repair this damage.
If a client by improper use of applications, extensions and or software continuously harms the website and/or the safety of the services provided by CreativeSolvers, CreativeSolvers has the right to suspend the agreement directly and refer the client to another party.
CreativeSolvers can register domains for the client if required. The ownership of any of the domains will belong to CreativeSolvers if the ownership of any of these domains has not been agreed. CreativeSolvers is not liable for any damage due to any unspecified agreed property.
14. Search Engine Optimization
CreativeSolvers will take all effort to improve the searchability and discoverability of the website of the client in search engines, but can not guarantee the outcome.
If CreativeSolvers requires access to any account for the benefit of the searchability of the client, the client indemnifies CreativeSolvers to create these accounts or to grant access to the relevant accounts.
The client accepts that the visibility and results in any search engine belong under the full responsibility of the administrator of that particular search engine.
15. Sensitive Material
CreativeSolvers will never agree to a contract or agreement if a website, design or strategy contains one of the following demands: The storage, distribution or exhibition of pornographic or offensive material. Showing, advertising or facilitating gambling and gaming practices. The storage and distribution of any material with a threatening or defamatory nature.
Copyright, design rights, and ownership
16. Copyright and industrial property
All intellectual property of the designs, sketches, drawings, photographs, films and the like designed by CreativeSolvers remain with CreativeSolvers.
CreativeSolvers guarantees that the delivered work is designed by CreativeSolvers, that CreativeSolvers is the author within the meaning of the Copyright Act, and can act as the copyright owner of the work. Copyrights are not included in the costs of any assignment. The client agrees to not infringe the copyright or industrial property rights of third parties and indemnifies CreativeSolvers of consequences of improper use.
18. Research on existence of rights
CreativeSolvers is not obliged to undertake research into the existence of relevant rights to the client.
Unless the work is not suitable for such a purpose, CreativeSolvers is always entitled to have its name mentioned at or removed from the given work. The client is not allowed, without prior approval, to publicize or reproduce the work without mentioning the name of CreativeSolvers.
Usage and Licensing
20. The use of designs and other work
The contract will provide what the design or any other provided work will be used for. If the client wants to extend the use, this will be done in consultation with CreativeSolvers. This license applies as long as the customer meets the financial obligations associated with them. Usage by third parties is only allowed with written permission from CreativeSolvers.
The client may not make any changes without written permission of CreativeSolvers in the preliminary or final design. CreativeSolvers must first be able to make a desired change by the client. A fee is payable based on the rates charged by CreativeSolvers.
22. Usage by CreativeSolvers
Basically, CreativeSolvers has the freedom to use all designs for their own promotion and/or publicity, unless agreed otherwise. Examples are using the work in the portfolio and writing about the project on websites, in magazines, articles or books.
23. Proof copy of graphical works
The client will provide CreativeSolvers, free of charge, with 5 to 10 copies of graphical works, once publication has occurred. With valuable pieces or smaller runs, this will be a smaller number, to be agreed with the client.
24. Fees and additional costs
In addition to the agreed fees, other costs incurred under the contract will also be charged, such as travel, administration and transportation costs and costs of third parties. When a client requests additional meetings, which could be considered outside of the scope of the contract, hourly fees do apply. Quotations are unless otherwise stated, exclusive of VAT.
25. Fees for a modified assignment
When CreativeSolvers has to perform more or other efforts due to the incorrect supply of information or materials in the contract, this work will be separately charged. Amendments to the contract which lead to lower costs or activates may result in a reduction of the amount previously agreed between the client and CreativeSolvers.
26. Obligation of Payment
Payments must be made within 15 days after the invoice date. The payment and the bank account is clearly shown on the invoice. If a payment is not made within the given payment period, CreativeSolvers will send a reminder and additional administrative costs (€ 10) will be charged. If payment is not made within 30 days of the payment term, an additional administration fee (€40) will be charged.
If after the expiration of 60 days from the payment term CreativeSolvers has not received any full payment, the client is in default and the statutory interest will be added to the invoiced amount. All costs incurred by CreativeSolvers, such as litigation, judicial and extrajudicial costs, including the costs of legal assistance, bailiffs, and debt collection agencies, in connection with overdue payments, shall be borne by the client. The extrajudicial costs are set at least 10% of the invoice amount with a minimum of €125 excluding VAT.
27. Periodic payments
CreativeSolvers has the right to charge a monthly fee for work performed and costs incurred for the execution of the assignment.
28. Payment terms
CreativeSolvers has the right to charge a 25% down-payment at the beginning of a project, a 50% payment during the completion of interim results, whereas the total is composed of the partial payments of each interim result and a 25% payment upon completion of the project.
If the payments of the client to CreativeSolvers do not comply, CreativeSolvers has the right to suspend everything relating to the contract rights and deliverables until the payment obligations are fulfilled by the client. The client may not use any of the work so far. CreativeSolvers may require sufficient certainty for payment and is entitled to suspend the contract if that security can not be given.
30. Resolutive conditions
All deliveries resulting from the total or partial execution of the contract will take place on the condition precedent of payment.
Revocation and termination of contract
31. Revocation of contract
When the execution of the contract or the delivery of the work is delayed by failure or circumstances beyond the control of the client or canceled by the client, the client must pay the full agreed amount and the costs already incurred, notwithstanding the right of CreativeSolvers to claim further costs or damages.
32. Termination by the contractor
If any obligations, not at all or not be met in good time by the client, in the case of bankruptcy or suspension of payment and liquidation of the client, the client can be attributed in default. In these cases, CreativeSolvers has the right to suspend or dissolve the agreement wholly or partially, without being obliged to pay any compensation and without warning and/or judicial intervention.
33. Termination of the client
At full or partial cancellation of the assignment by the client, the client must compensate for all contract costs incurred. Without prejudice to the right of CreativeSolvers on Compensation due to loss of profits and resulting in cancellation charges and/or damage.
34. Force majeure
Illness and temporary or permanent disability of CreativeSolvers relieve her of the fulfillment of the agreed delivery or delivery obligation. The client can not claim compensation for any costs and/or damages.
CreativeSolvers will notify illness and temporary or permanent disability as soon as possible to the client. The client, after receiving this notification, has the right or eight days to cancel the contract in writing, but with the obligation to reimburse the already completed part of the assignment.
35. Properties of the client
CreativeSolvers uses, and processes matters entrusted by the client with the same care as it comes to its own affairs. If the client wants to see that risk assured, he has to take care himself.
36. Properties of CreativeSolvers
In the case of damage or destruction to any property of CreativeSolvers which is caused by any cases or work as delivered by the client, any damage will be charged.
CreativeSolvers is not liable for any errors in its work. CreativeSolvers is not liable to the client or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if the client has advised third-parties. CreativeSolvers is not liable for errors made by third parties or for errors due to unclear or incorrect information provided by the client.
38. Provided Materials
If the client has provided CreativeSolvers materials needed to execute the contract, the client indemnifies CreativeSolvers of third-party claims concerning any copyrights on those materials.
39. Limitation of Liability
Insofar CreativeSolvers would be obliged to compensate any damages arising from defects in the goods delivered, this compensation is limited to the invoice amount related to the supplied and shall be reduced by the costs incurred by CreativeSolvers for engaging third parties.
40. Expiration of liability
The Client will indemnify CreativeSolvers of any liability and the consequences of third party claims for damage incurred in connection with services provided by CreativeSolvers to the client.
Any other liability will expire one year from the time the job is finished.
Inspection and Complaints
The client is obliged to inspect by designs, websites, concepts, layouts, or any other work supplied by CreativeSolvers supplied for errors and defects and return them corrected and approved within 8 days after receipt to CreativeSolvers. In the absence of a timely return, the client is considered to be in approvement of the supplied work.
The client is obliged to inspect precisely the supplied services immediately upon arrival at their destination. Complaints must be reported within 8 days in writing to CreativeSolvers after delivery of the services. Complaints never give the buyer any right to wholly or partially suspend the payment of the agreed price or additional costs, while any appeal on a settlement is expressly excluded. Defects that could not reasonably have been discovered within the prescribed period, should be reported in writing, immediately after discovery and no later than 30 days after delivery of the services, to CreativeSolvers
43. Rights concerning complaints
The client can not derive any rights from the handling of a complaint. CreativeSolvers is after a complaint is found to be justified, entitled to replace the given service.
44. Other Conditions
General and special conditions of the client are only binding if they are not contrary to the terms of CreativeSolvers and CreativeSolvers and accepted these conditions in writing.
45. Invalidation of Provisions
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
46. Applicable Law
On these conditions, the agreement which CreativeSolvers closes with the client, its creation and further all quotations and confirmations by CreativeSolvers are subject to Dutch law.
Any disputes arising from the agreement made between the client and CreativeSolvers lies solely within the jurisdiction of the court of Rotterdam.