Terms and Conditions

Article 1: General / definitions

1.1 In these general terms and conditions the following definitions apply: 

(a) Client: anyone who enters into an agreement with Designwave 

(b) Designwave: the trade name of the Contractor located in Cuijk

(c) Parties: Client and Designwave together 

1.2 In all cases where these terms and conditions state “in writing”, this means by letter and by email.  

Article 2: Applicability

2.1 By signing an agreement with Designwave, the Client declares that he has taken note of the general terms and conditions and that he agrees to these terms and conditions. 

2.2 These general terms and conditions apply to all offers, quotations and all agreements concluded and services provided by Designwave. 

2.3 The applicability of any purchasing or other conditions of the Client is expressly rejected, unless otherwise agreed in writing. 

2.4 If the Parties, both commercially, enter into agreements with each other more often, then the first provision of these general terms and conditions is sufficient for the subsequent agreements between the Parties. 

Article 3: Offer

3.1 All quotations/offers and quotations by Designwave are without obligation and are valid for fourteen (14) days, unless otherwise agreed in writing. 

3.2 The prices in the mentioned offers and/or quotations are exclusive of VAT, unless otherwise stated. 

3.3 Designwave is only bound to quotations if acceptance thereof is confirmed in writing by the Client within fourteen (14) days, unless otherwise agreed in writing.

Article 4: Execution of the Assignment and Services

4.1 Designwave will make every effort to achieve a good result for the Client, but can never guarantee that result. 

4.2 Designwave will execute the agreement to the best of its knowledge and ability. If and to the extent that this is required for the proper execution of the agreement, Designwave has the right to have certain work carried out by third parties. 

4.3 In the case of design, website and webshop development services, Designwave will provide the service within the agreed term, unless otherwise agreed during the execution.  

4.4 Designwave commences the assignment when the Client has paid half of the agreed invoice price, in accordance with Article 13. 

4.5 After completion of the assignment, Designwave will display the results to the Client by means of a presentation.  

4.6 After approval of the results, the Client will pay the outstanding amount, in accordance with Article 13, after which Designwave will release the website. 

Article 5: Additional work

5.1 Additional wishes of the Client that are not part of the agreement after completion of the assignment will be carried out at a rate of € 40 per hour. 

5.2 Designwave has the right to charge the Client for costs such as additions, tests, discussions and/or executions outside the agreement that take place at the request of the Client.

Article 6: The assignment

6.1 The assignment is recorded in writing with the quotation/offer and is part of the agreement between the Parties. 

6.2 If Designwave expects not to meet a deadline set in a quotation or agreement, Designwave will inform the Client of this as soon as possible. 

Article 7: Interim changes to the agreement

7.1 Interim changes to the agreement can only be agreed upon with mutual consent. Designwave takes no responsibility for changes that the Client implements unilaterally and Designwave accepts no liability.

7.2 If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Designwave will inform the Client of this. 

7.3 If the changes or additions to the agreement have financial and/or qualitative consequences, Designwave is entitled to charge the Client for these costs. Designwave will inform the Client of this in advance. 

7.4 If a fixed fee has been agreed, Designwave will indicate to what extent the amendment or addition to the agreement will result in this fee being exceeded. 

7.5 Notwithstanding paragraph 3, Designwave will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Designwave. 

Article 8: Responsibility of the Client

8.1 The Client is responsible for its own facilities and equipment and the consequences resulting therefrom. 

8.2 Designwave is not liable for damage of any nature whatsoever because Designwave relied on incorrect and/or incomplete data provided by the Client.  

8.3 Texts, images or other data compiled by Designwave for the Client are deemed to have been accepted by the Client, unless any desired changes are communicated in writing within a period of fourteen (14) days after publication electronically. 

8.4 The Client guarantees at all times that the material supplied by it to Designwave does not infringe the rights of third parties, including intellectual property rights. 

8.5 The Client is obliged to provide all cooperation, data and information in a timely manner that are necessary or useful for the performance of the agreed services by Designwave. 

Article 9: Confidentialitys

9.1 The parties mutually undertake to maintain confidentiality of all information that has become known to them under the agreement concluded with the other Party and of which it is or should reasonably be known that the information must be regarded as confidential or secret and therefore confidential. or treat it secretly. 

9.2 The personal data will only be used by Designwave for the registration of a domain name.

9.3 The (personal) data provided to Designwave will be treated confidentially in a manner as prescribed in the GDPR. The information provided is recorded in a file. This data will not be made available to third parties. 

Article 10: Intellectual rights

10.1 All documents provided by Designwave, of whatever nature, are intended solely for use by the Client. The Client is not permitted to publish and/or reproduce information obtained from Designwave in any form, including selling, editing, making available, distributing and integrating it into networks after editing or not. . 

10.2 Designwave reserves the right to use the knowledge acquired for the execution of the work for other purposes insofar as no confidential information of the Client is made known to third parties. 

10.3 The Client indemnifies Designwave against all claims from third parties regarding intellectual property rights relating to the publication of texts, images or other data provided to it by or on behalf of the Client. 

10.4 If Designwave uses rights of third parties in the fulfillment of its assignment, the Client does not become the owner of those rights, but those rights remain with Designwave or the third party. 

10.5 All goods delivered by Designwave in the context of the agreement remain the property of Designwave until the Client has properly fulfilled all obligations under the agreement(s) concluded with Designwave. 

Article 11: Duration and termination of the agreement

11.1 The agreement is entered into for the period included in the quotation/offer and is otherwise for an indefinite period. 

11.2 In the event that there is a maintenance service on a monthly basis, that service can also be canceled on a monthly basis. 

11.3 Cancellation will be made in writing and will take effect after confirmation from Designwave. 

11.4 Designwave also has the right to cancel or terminate the agreement with immediate effect if:  

(a) the Client has been declared bankrupt, the Client has been granted a suspension of payments, as well as in the event of dissolution and liquidation of the Client, or if conservatorship or executory attachment has been imposed on movable and/or immovable property of the Client; 

(b) The Client is in default in fulfilling the obligations under the agreement.

Article 12: Fee

12.1 All prices and cost estimates are exclusive of VAT, unless stated otherwise. 

12.2 If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of Designwave, as referred to in Article 5, applicable in the period in which the work is performed, unless a different hourly rate has been agreed. 

Article 13: Payment

13.1 Unless otherwise stated, maintenance services are paid monthly.  

13.2 Unless otherwise stated, a down payment of fifty percent (50%) of the invoice price is required for the design, website and webshop development services. 

13.3 Payment must be made within fifteen (15) days after the invoice date. 

13.4 All payments to Designwave must be made by bank, unless otherwise agreed: 

In the name of: Designwave 

IBAN: NL77 ABNA 0112 8590 62 

13.5 After the payment term has expired, the Client is in default without further notice or notice of default being required. The Client owes statutory and commercial interest on the amount due from the moment of default until the moment of full payment. 

13.6 All costs including, but not limited to, the legal and (extra)judicial (collection) costs incurred by Designwave in connection with the collection of the amounts due will be recovered from the Client. 

13.7 Designwave will inform the Client within the payment term  

send payment reminders. After the payment term, Designwave will outsource the claim. From that moment on, collection costs of at least €25 will be charged to the Client for each payment reminder, reminder/summons, etc.

Article 14: Complaints

14.1 Any complaint will lapse if it is not submitted in writing within 14 days after the event to which the complaint relates. 

14.2 Submitting a complaint does not affect the Client's other obligations.

14.3 After receiving a complaint, the Parties will consult with each other to arrive at an appropriate solution. 

Article 15: Liability

15.1 Designwave will use the content provided by the Client. Designwave cannot be held liable for any content that appears on the Client's website. Client agrees to protect and defend Designwave from any and all claims asserted on the website. No link(s) should appear on any Website that may be interpreted  as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights. 

15.2 Designwave is under no circumstances liable for damage suffered such as loss of turnover, loss of income, loss of profit, loss of commission and all losses of any kind. 

15.3 Designwave is not liable for a hacked website. Damage – in any form – suffered as a result of a hacked website cannot be recovered from Designwave. 

15.4 Designwave is under no circumstances involved in any relationships between the Client and the other intervening parties or users. 

15.5 If liability arises for Designwave at any time for damage suffered by the Client due to an attributable shortcoming in the fulfillment of the obligations under the agreement with Designwave, this liability is in all cases limited to a maximum of the invoice price of that specific part of the agreement to which the liability relates. 

15.6 Damage for which Designwave is liable under the previous paragraph is only eligible for compensation if the Client has notified Designwave of this within fourteen (14) days after it occurred, unless the Client can demonstrate that the Client can reasonably has not previously been able to report.

Article 16: Third parties

16.1 Designwave is not liable for price changes made by hosting providers or third parties. These price changes will be charged by Designwave to the Client without notice. 

16.2 Designwave is not liable for the consequences of registering (with personal data) a domain name and hosting with a hosting provider and/or domain name registrant.

Article 17: Force majeure

17.1 In the event of force majeure, Designwave is entitled to consider the agreement as dissolved, without judicial intervention and without Designwave being obliged to pay compensation. 

17.1 In the event of force majeure, Designwave is entitled to consider the agreement as dissolved, without judicial intervention and without Designwave being obliged to pay compensation. 

Article 18: Final provisions

18.1 Dutch law applies to the agreement. 

18.2 The operation of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded. 

18.3 All disputes arising from this agreement will be settled exclusively by the competent judge of the Gelderland court. This clause does not affect Designwave's authority to submit the dispute to the judge of the court that would have jurisdiction without the inclusion of this article. 

18.4 In the event that these general terms and conditions and the order confirmation or the written agreement contain conflicting provisions, the provisions included in the order confirmation or the written agreement will take precedence over these general terms and conditions. 

18.5 If a provision of the agreement or the general terms and conditions proves to be invalid, this will not affect the validity of the entire agreement or the general terms and conditions. In that case, Designwave has the right to replace it with a provision that is not unreasonably onerous for the Client and which comes as close as possible to the null and void provision.

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