ARTICLE 1 - DEFINITIONS:
• Employee: Samuel & Bink
• Client: Counterparty of Samuel & Bink
ARTICLE 2 - USE:
1. This terms and conditions applies to all offers, quotations and all through Samuel & Bink concluded agreements and services provided and other Samuel & Bink performed actions.
2. By signing an agreement with Samuel & Bink, the client declares that there has been taken note of this terms and conditions of Samuel & Bink and that there is an agreement with the terms and conditions.
3. All offers are without obligation, unless the offer expressly states otherwise.
4. Applicability of any purchase or other conditions of the client is explicitly rejected.
5. If any provision of these terms and conditions is void or is voided, the remaining provisions of these terms and conditions will remain in full force and Samuel & Bink and the client will enter into consultation in order to agree new provisions to replace the invalid or voided provisions whereby the purpose and purport of the invalid or annulled provision are taken into account as much as possible.
ARTICLE 3 - OFFERS AND QUOTATIONS:
1. The offers made by Samuel & Bink are without obligation; they are valid for 1 month, unless stated or agreed otherwise.
2. Samuel & Bink is only bound by the quotation or offer if the acceptance thereof is confirmed and signed by the client within 1 month, unless indicated otherwise.
3. Changes to the originally concluded agreement between the client and Samuel & Bink are only valid from the moment that these changes have been accepted by both parties through an additional or amended agreement.
4. A composite quotation does not oblige Samuel & Bink to execute part of the assignment against a corresponding part of the quoted price.
5. Offers or quotations do not automatically apply to future assignments.
ARTICLE 4 - PRICES, INVOICING AND PAYMENTS:
1. In the case of an agreement in which there are amounts that have to be paid by the client periodically, Samuel & Bink is entitled to adjust the applicable prices and rates by means of a written notification within a period of at least three months.
2. Rate changes can take place when the content of the project is changed, when the project is extended or when changes are made to the laws and regulations applicable to Samuel & Bink.
3. Unless otherwise agreed: 30% of the total costs will be invoiced as a deposit before the start of the project. After the completion of the project, the remaining amount (including any agreed additional work) will be invoiced. This does not apply to video projects, in this case no prepayment applies and upon completion of the project the full amount will be invoiced (including any agreed additional work).
4. One month after completion of the project, the assignment is considered complete and further changes or additions to the project are no longer carried out free of charge.
5. Payment of the invoice amount must be made a maximum of 14 days after the invoice date, in the manner indicated by Samuel & Bink in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
6. All costs falling on the payment, including exchange and bank costs, are for the account of the client.
7. The signatory of an offer is jointly and severally liable with the client, natural or legal person in the name of and for the account of whom he acts, in the event of abuse of power, as well as in the absence of full identification of this customer. The agreement between the parties is considered closed from the moment the customer has signed the quotation.
8. If the client does not pay the amounts due within the agreed period, reminder costs will be charged. These reminder costs amount to 10% of the invoice amount, with a minimum of € 50. If, after a notice of default, the client continues to fail to pay the claim, the claim can be handed over to a collection agency, in which case the client will be required to pay full compensation for extrajudicial and legal costs in addition to the then due total amount.
ARTICLE 5 - OBLIGATIONS OF CLIENT:
1. Samuel & Bink may use the client’s project for promotion and / or publicity, unless otherwise agreed.
ARTICLE 6 - IMPLEMENTATION OF THE AGREEMENT:
1. Samuel & Bink will do its utmost to perform the services with due care, where appropriate in accordance with the agreements recorded in writing with the client.
2. If the execution agreement has been entered into with a view to execution by a specific person, Samuel & Bink will always be entitled to replace this person with one or more other persons with the same qualifications.
3. The client ensures that all data which Samuel & Bink indicates to be necessary or which the client should reasonably understand to be necessary for the execution of the agreement, are provided to Samuel & Bink in a timely manner. If the information required for the implementation of the agreement has not been provided to Samuel & Bink in time, Samuel & Bink has the right to suspend the implementation of the agreement and / or to charge the extra costs resulting from the delay to the client.
4. Samuel & Bink is not liable for damage of whatever nature caused by the fact that the user of the project relied on incorrect and / or incomplete data provided by the client, unless Samuel & Bink should have been aware of this incorrectness or incompleteness.
5. Samuel & Bink will deliver the project within the period specified in the quotation, unless otherwise agreed during the implementation. By signing the quotation, the client undertakes to lend his / her cooperation to this. If the client fails to do so, the total amount will be invoiced in full after the delivery period has expired.
6. If work by Samuel & Bink or third parties engaged by Samuel & Bink is carried out within the framework of the project at the location of the client or a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.
7. The client indemnifies Samuel & Bink against any claims from third parties that suffer damage in connection with the execution of the agreement which is attributable to the client.
ARTICLE 7 - CHANGES AND ADDITIONAL WORK:
1. If Samuel & Bink has carried out work or other services at the request or with the prior consent of the client that fall outside the scope or scope of the agreed services and products, these activities or services will be reimbursed by the client to Samuel & Bink according to the usual rates of Samuel & Bink. However, Samuel & Bink is not obliged to comply with such a request and may require that a separate written agreement be concluded for this.
2. Insofar as a fixed price has been agreed for the services and products and the parties intend to conclude a separate agreement with regard to extra work or performance, Samuel & Bink will inform the client in writing in advance about the financial consequences of the extra work or performance.
3. After approving the quotation, it is not possible to have additions made free of charge without an agreement.
4. Rate changes can take place when the content of the assignment is changed, when the assignment is extended or when changes are made to the laws and regulations applicable to Samuel & Bink.
ARTICLE 8 - DURATION AND TERMINATION:
1. Samuel & Bink can immediately terminate an agreement with the client if the client does not adhere, improperly or incompletely to the agreement(s) concluded with Samuel & Bink including the associated conditions.
2. Samuel & Bink has the right to put products and services out of use temporarily or completely and / or to limit their use if the client does not fulfil the agreement and obligation towards Samuel & Bink or acts contrary to these terms and conditions. Samuel & Bink will inform the client of this in advance, unless this cannot be reasonably expected of Samuel & Bink. The obligation to pay the amounts due also remains during the decommissioning.
ARTICLE 9 - DELIVERY AND DELIVERY TIME:
1. Unless explicitly agreed otherwise, the shipment of the goods shall be for the account and risk of the client, even if the transport may be carried out by us and / or for our account.
2. Exceeding the delivery time never counts as a breach of contract and does not affect the client’s obligation to purchase the goods. Under no circumstances is the client entitled to cancel the agreement, to refuse the receipt of the goods or to pay for them, or to claim compensation for damages due to exceeding the delivery time.
ARTICLE 10 - COPYRIGHT:
1. All goods provided to Samuel & Bink will be returned to the client if it so wishes.
2. All projects and promotional materials developed by Samuel & Bink can be used by Samuel & Bink for its own promotional purposes, unless otherwise agreed in writing with the client.
ARTICLE 11 - LIABILITY AND DISCLAIMER:
1. Samuel & Bink and persons working in the project to implement the agreement, including our staff, cannot be held liable in any way by the client for damage of any nature whatsoever, business damage and other consequential damage suffered by anyone, resulting from, or in connection with, products or services supplied or made available by us, unless such damage is due to intent or gross negligence.
2. The liability of Samuel & Bink will at all times be limited to what is charged or still to be charged to the client.
ARTICLE 12 - FORCE MAJEURE:
1. In the event of force majeure, Samuel & Bink is entitled to regard the agreement as dissolved, without judicial intervention and without being obliged to pay compensation.
2. Under force majeure to fulfil obligations, any strange cause applies to Samuel & Bink, which cannot be attributed to Samuel & Bink and which prevents the fulfilment of the agreement, or which impedes or makes it so difficult that fulfilment cannot reasonably be expected from Samuel & Bink.
ARTICLE 13 - VARIOUS PROVISIONS:
1. Should any provision of these terms and conditions in the opinion of the competent court not apply or be contrary to public order or law, then only the relevant provision will be considered as not written and parties will replace it with one or more provisions which align as closely as possible with the conflicting provision(s). All other provisions in these terms and conditions will remain in full force.
2. All offers of concluded agreements with Samuel & Bink are governed by Dutch law.
3. Samuel & Bink can change and supplement the terms and conditions at any time without prior notice and statement of reasons. Changes also apply to agreements already concluded with due observance of a period of 30 days after publication of the changes on the website. If the client does not want to accept a change in these terms and conditions, he can terminate the agreement. However, this does not relieve the client of his obligations to pay for the services already provided.
4. Samuel & Bink has the right to temporarily suspend delivered products and services if maintenance work is necessary.
ARTICLE 14 - THIRD PARTIES:
1. Samuel & Bink is not liable for price changes made by the hosting providers or third parties. These prices are implemented by Samuel & Bink without notice.
2. Samuel & Bink is not liable for the consequences of registering (with personal data) of domain names and hosting with a hosting provider and / or domain name registrant.
ARTICLE 15 - RETENTION OF TITLE:
1. Client is and remains the owner of all documents obtained relating to projects. This data is not provided to third parties without the explicitly requested and given permission from the client.
ARTICLE 16 - PRIVACY PROVISIONS:
ARTICLE 17 - CONTRACTS:
1. Contracts with regard to domain name registration and hosting have a cancellation period of 1 month. These contracts are tacitly renewed every year. Although a one-year subscription has been concluded, the year duration must be completed before termination is possible. Minimum duration of a hosting and domain contract is one year.
2. Premium contracts or maintenance contracts have a minimum duration of 1 month and are tacitly extended by 1 month each month. Should a Premium contract or maintenance contract be concluded for a year, the minimum duration is one year and each year is tacitly extended by 1 year. After the expiry of the minimum duration, the agreement can be canceled in writing at any time, subject to a notice period of 1 month.
3. Samuel & Bink can immediately terminate an agreement with the client if the client does not adhere, improperly or incompletely to the agreement(s) concluded with Samuel & Bink including the associated conditions. The obligation to pay the amounts due also continues to exist during the termination.