In these terms and conditions, the following definitions apply:
Services: All that Get Hooked performs, produces or delivers on behalf of the Client, including making films, photos, websites, texts, ideas, designs, concepts, software, etc., as well as services on the field of strategy and concept development;
Assignment: an agreement between the Parties;
Client: the (legal) person who has instructed Get Hooked to provide Services;
Parties: Get Hooked and Client;
Products: all that the Contractor has performed, produced and / or delivered on behalf of the Client, including goods, films, photos, Websites, texts, ideas, designs, concepts, software etc.
Get Hooked: Get Hooked BV, established in (5215 MP) 's-Hertogenbosch, at the address De Grote Beer 10;
Conditions: these general conditions; Websites: websites created by Get Hooked on behalf of the Client.
1.1 These Terms and Conditions apply to all offers, quotations and Assignments between Get Hooked and the Client, as well as further agreements or legal acts arising therefrom, unless otherwise agreed in writing.
1.2 The applicability of any general (purchase) conditions of the Client is excluded, unless explicitly agreed otherwise in writing.
1.3 If a provision of these Terms and Conditions and / or a provision from an Order between Get Hooked and a Client is invalid or should be declared void, the other provisions of these terms and conditions and / or that Order remain in full force. Parties are then obliged to consult the void or replace or have replaced avoidable provision in a manner that does as much as possible justice to the intention of the invalid or voided provision.
1.4 All work performed by Get Hooked is always subject to the most recent version of these Terms and Conditions. Get Hooked is authorized at all times to change or re-establish these Terms and Conditions.
1.5 If in these Conditions or otherwise in communication with the Client reference is made to written agreements, this also includes agreements recorded by fax or e-mail.
2 Offers and realization
2.1 All offers and quotations from Get Hooked are without obligation, unless explicitly stated otherwise in writing in the offer. The Client guarantees the accuracy and completeness of the requirements, specifications of the performance and other data on which Get Hooked bases its offer on Get Hooked, or on its behalf.
2.2 The Assignment only comprises the activities described in the quotation, offer or Assignment, including all changes that have subsequently been agreed in writing.
2.3 Unless stated otherwise in the offer, an offer or quotation from Get Hooked is valid for 30 days.
2.4 Get Hooked cannot reasonably be held responsible for obvious mistakes and / or writing errors in quotations and other offers.
2.5 The Assignment is concluded if Get Hooked has confirmed this in writing to the Client, or if Get Hooked has commenced work.
2.6 Get Hooked is at all times entitled to (partially) refuse an Assignment without further explanation without being liable for any damage.
3.1 The execution of the work by Get Hooked is based on the information provided by the Client. Client guarantees the accuracy and completeness of this information. The Client will always continue to provide Get Hooked in a timely manner with all the useful and necessary data or information required for the proper performance of the Assignment and to cooperate fully.
3.2 Get Hooked will make every effort to perform the work with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the Client. All activities of Get Hooked are carried out on the basis of a best efforts obligation, unless and to the extent that Get Hooked has explicitly promised a result in writing and the result in question has also been described with sufficient determinability.
3.3 The delivery and completion periods stated by Get Hooked are not strict. Exceeding this does not entitle you to compensation.
3.4 If the data, information, wishes and / or requirements necessary for the execution of the Assignment are not available, not timely and / or not in accordance with Get Hooked, or if the Client does not fulfil its obligations in any other way, Get Hooked is entitled to terminate, dissolve or suspend the execution of the Work. The costs resulting from this according to the usual rates of Get Hooked are for the account of the Client, without prejudice to all other rights accruing to Get Hooked by law. Get Hooked does not accept any liability in the aforementioned cases.
3.5 Get Hooked reserves the right at all times to outsource the execution of the Assignment in whole or in part to one or more third parties. The applicability of Article 7: 404 of the Dutch Civil Code is hereby expressly excluded.
4 Prices/Payments/End of order
4.1 All prices quoted are exclusive of VAT. and excluding any other charges, though be imposed by the government, unless otherwise specified by Get Hooked in writing.
4.2 Get Hooked reserves the right at all times to adjust its rates based on developments in the price level in the market. If cost-increasing taxes, levies or import duties are introduced or changed by any government measure, or government measures take place after the conclusion of the Order, whereby the cost price of the Services to be provided by Get Hooked is increased, Get Hooked is entitled to charge these costs to the Client, even if it has been agreed that the price will be fixed.
4.3 Before or during the execution of the Assignment, Get Hooked is entitled at all times to charge advances and / or to demand security for the payment of its claims and to suspend the fulfilment of its obligations, until the Client has paid or has provided the requested security. If the Client remains in default with such advance payment or security, Get Hooked has the right to dissolve the Assignment. All damage arising for Get Hooked from this suspension and / or dissolution must be compensated by the Client.
4.4 Unless otherwise agreed in writing, payment must always be made in cash at each delivery or part delivery, or within 14 days after the invoice date, without the right to a discount, set-off or suspension.
4.5 If Get Hooked is (temporarily) unable to meet its obligations under an Assignment due to circumstances that are at the expense of the Client, this does not affect the Client's obligation to pay within the applicable payment period.
4.6 In the absence of payment within the applicable payment period, the Client will be in default by operation of law and therefore without further notice of default and will owe an interest of 1% per calendar month to Get Hooked, with a part of a calendar month counting as a whole calendar month. The Client also owes Get Hooked the costs, both in and out of court, with regard to the collection of all that the Client owes Get Hooked. The extrajudicial collection costs amount to 15% of the amount due with a minimum of € 500 (in words: five hundred euros).
4.7 Payments always firstly settle the extrajudicial collection costs and interest and then the oldest invoice.
4.8 The claim for payment of all amounts owed to Get Hooked is immediately due and payable by law and Get Hooked is entitled to terminate the Assignment immediately if and as soon as the Client becomes in default towards Get Hooked, if and as soon as control of the Client - by means of a change of management, transfer of shares or otherwise - and if the Client ceases all or part of his business or is disposed of in any way, is declared bankrupt, applies for a moratorium, the statutory debt rescheduling arrangement (WSNP) is declared applicable to him, an application has been submitted for an injunction, seizure of all or part of his assets, and if control over all or part of his assets is instituted or if he otherwise controls all or part of his assets, or part and also when the Client - if this is a general partnership or private limited company - is in liquidation or is dissolved.
4.9 If Get Hooked proceeds to dissolution in one of the aforementioned cases, it is not obliged to pay any compensation. If the Client has already received services to perform the Assignment at the time of termination, these services and the related payment obligation will not be subject to cancellation, unless Get Hooked is in default with regard to those services. Amounts that Get Hooked has invoiced prior to the dissolution in connection with what it has already performed or delivered for the execution of the Assignment, remain due without prejudice to the provisions of the previous sentence and become immediately due and payable at the time of the dissolution. The foregoing applies mutatis mutandis to performances and transactions that have not yet been invoiced.
4.10 In the event of cancellation or cancellation of the agreement by the Client, the Client owes Get Hooked cancellation costs. The cancellation costs amount to at least 50% of the agreed price for the Order and / or Products. If Get Hooked has already started the execution of the Assignment, the cancellation costs amount to 90% of the agreed price for the Assignment and / or Products.
4.11 Rights and obligations from the Assignment between Get Hooked and the Client, which by their nature and content are intended to continue, remain in full force after termination or dissolution of the Assignment.
5 Retention of property
Without prejudice to its intellectual property rights, the Contractor reserves the ownership of all Products until the moment of full payment of all that the Client owes the Contractor, including any fines, interest and other costs.
6.1 Except to the extent that the exclusion of liability based on mandatory legal provisions is not possible, Get Hooked is not liable for unlawful acts or a shortcoming in the fulfilment of its obligations.
6.2 Without prejudice to the other exemptions included in these Terms and Conditions, the liability of Get Hooked vis-à-vis the Client for attributable failures or unlawful acts is limited to the amount to which the liability insurance of Get Hooked claims in that specific case, plus the amount of the deductible.
6.3 If in any specific case the liability insurance of Get Hooked does not give cover for any reason, or the damage in question is not covered by insurance, the liability of Get Hooked is limited to no more than Get Hooked's liability in the context of the Assignment concerned during the last 12 calendar months in which work has been done on that Assignment charged to the Client.
6.4 Get Hooked is never liable for business, consequential or indirect damage, unless this is the result of intent or gross negligence of Get Hooked.
6.5 Without prejudice to the provisions of Article 7 of these Terms and Conditions regarding complaints, any claim for damages against Get Hooked, except those recognized by Get Hooked, lapses by the mere lapse of two months after the Client has discovered the damage or should reasonably have been expected to discover.
6.6 The client indemnifies Get Hooked against claims from third parties for damage, for which Get Hooked is not liable under the provisions of this article.
6.7 Without prejudice to the foregoing, limiting, excluding or determining liability, the terms and conditions that can be invoked by third parties against Get Hooked can also be invoked by Get Hooked against the Client. The Client may, if and to the extent that Get Hooked has used third parties in the execution of the Assignment, never assert more rights vis-à-vis Get Hooked than Get Hooked can assert against the third parties concerned.
7.1 In all cases, the Client is obliged to inspect the Products by Get Hooked immediately after delivery.
7.2 Defects that (can reasonably be deemed to be) immediately (can) be detected must be reported in writing within seven days after delivery, in the absence of which the rights of the Client in this respect expire and these defects remain at the expense and risk of the Client.
7.3 Complaints with regard to invoices must be submitted in writing, by fax, within seven days after the invoice date, to Get Hooked, failing which the rights of the Client in this regard will lapse.
7.4 All other rights claimed by the Client due to shortcomings in the fulfilment of its obligations by Get Hooked or other defects in its obligations products delivered or Services provided must be submitted to Get Hooked in writing within fourteen days after the Client has discovered or could reasonably have discovered the defect, failing which the Client's rights in this regard will lapse. The rights of the Client in this regard also fall if, without the express written permission of Get Hooked, it has tried to remedy an alleged defect.
7.5 In the event of timely reported legitimate complaints, either the Products in question will be replaced or the Services performed will be performed again or credited to the Client, at Get Hooked's option.
7.6 Complaints as referred to in this article do not suspend the payment obligations of the Client.
8 Confidentiality and privacy
8.1 The Client is not permitted without prior express permission in any way, directly or indirectly, to make information and / or data relating to the Assignment (or have it made available) or make it available to a third party.
8.2 Get Hooked is entitled to provide the (personal) data of the Client to third parties if: a) this is necessary for the fulfilment of the obligations arising from the Assignment;
b) Get Hooked takes (collection) measures against the Client by third parties;
c) Get Hooked wants to have a credit report drawn up;
d) Get Hooked is required to do so by law or regulation.
8.3 In the event of the processing of personal data, the Client guarantees that all legal provisions concerning the data to be processed, including in particular the provisions laid down by or pursuant to the then applicable privacy legislation, are strictly and will be observed and that all prescribed registration applications and other formalities have been made and the required permission of its staff has been provided. Client will immediately provide Get Hooked with all requested information in writing. To the extent that Get Hooked is under management and / or processing, Get Hooked will, to the best of its ability, ensure adequate personal data security.
8.4 The Client indemnifies Get Hooked against claims from persons whose personal data are registered or processed in the context of a personal registration that is held by the Client or for which the Client is otherwise responsible under the law, or against claims from third parties whether or not from for breach of intellectual property rights or other (personality) rights, compensation, fines, settlements, criminal transaction proposals or otherwise, and fully compensates Get Hooked.
9 Intellectual property rights
9.1 All intellectual property rights to all films, photos, websites, texts, software, products, data files, other materials such as analyses, models, techniques, designs, documentation, reports developed or to be developed by or on behalf of Get Hooked. , quotes and concepts are exclusively with Get Hooked, its licensors or the relevant manufacturer. Client only obtains the non-exclusive rights and powers that are explicitly granted in these Terms and Conditions, the Assignment or otherwise (for example in terms and conditions included with standard software) for the duration of the Assignment, unless otherwise agreed in writing.
9.2 Without prior written permission from Get Hooked, the Client will not develop any developed or yet to be developed films, photos, Websites, texts, software, products, data files, other materials such as analyses, models, techniques, designs, documentation, reports, quotations and concepts. modify, duplicate or make copies of, make public or transfer to third parties in any way.
10 Unforeseen circumstances and force majeure
10.1 If after the conclusion of an Assignment circumstances arise that Get Hooked did not know or ought to know at the time of entering into the Assignment, as a result of which Get Hooked cannot (fully) fulfil its obligations under the Assignment, there is no failure on the part of Get Hooked and it is entitled to suspend its obligations towards the Client.
10.2 If fulfilment by Get Hooked is permanently impossible as a result of the aforementioned circumstances, it has the right to demand that the Assignment be amended in such a way that its execution remains possible, unless the Client cannot reasonably be expected to do so in the given circumstances. and dissolution is justified. In the latter case, the Contract concluded between the parties is dissolved without the Client being able to assert any right to compensation.
10.3 The aforementioned circumstances also include any circumstance independent of the will of Get Hooked that permanently or temporarily prevents fulfilment of the Assignment, as well as - insofar as not already included - war (danger), riot, strikes, (natural) disasters , accidents, government measures, delayed / non-delivery of suppliers (including suppliers of fuel, energy and water), transport difficulties, fire and disruptions in the company of Get Hooked or its suppliers.
11 Applicable law and disputes
11.1 These Terms and Conditions, as well as the offers, quotations and Assignments and all ensuing legal relationships, are governed by Dutch law.
11.2 All disputes arising therefrom will be submitted exclusively to the competent court in 's-Hertogenbosch.