TERMS & CONDITIONS
LATEST UPDATE: 01 JANUARY 2021
In these general terms and conditions, the following definitions apply:
1. Assignment: the content of the agreement between Customer and KNVRTED, also known as KNVRTED OÜ.
2. KNVRTED: contractor and user of these general terms and conditions, registered with the Estonian business registry with number 16121639.
3. Customer: the other party of the user of these general terms and conditions.
4. Contract: the contract between KNVRTED and Customer.
5. In writing: among other things, electronic communication, such as email, provided the identity of the sender and the authenticity of the communication are sufficiently established. The burden of proof regarding the receipt of electronic communication always lies with Customer.
1. These general terms and conditions apply to all offers and quotes from KNVRTED and to all agreements and other legal relationships between Customer and KNVRTED.
2. Deviation from these general terms and conditions is only possible if this has been agreed in writing between the 2 parties.
3. If a provision in the contract and/or these general terms and conditions proves to be void or voidable, the remaining provisions and the contract will remain in force and the parties will consult to jointly draw up a provision that serves the same purpose as the void or voidable provision.
4. Customer’s terms and conditions are explicitly rejected.
5. If there are conflicting stipulations between the parties, the parties will discuss this. If no consultation takes place, the provisions of KNVRTED take precedence.
3. Offer and acceptance
1. KNVRTED makes a digital offer, by means of a non-binding quote.
2. A differing offer or a conditional acceptance of the offer shall be made in writing.
3. If the question or Assignment of Customer changes, KNVRTED may adjust the price and the offer accordingly.
4. Customer can accept this offer by approving it via the system offered by KNVRTED, at least by confirming the offer by email.
5. If the Customer does not confirm the offer but agrees that KNVRTED performs work as described in the offer, then the offer will still be regarded as accepted.
6. KNVRTED may, after acceptance of the offer, refuse the Assignment if new information has become available that makes it unacceptable for KNVRTED to execute the Assignment.
7. After accepting the offer, the Assignment can only be changed by mutual consent. KNVRTED may then adjust its price if necessary.
4. Execution of the Assignment
1. KNVRTED only works on the basis of a brief. KNVRTED may have a model brief available for Customer, which can be completed by Customer.
2. Customer shall ensure that all information and materials required for the Assignment are complete and made available to KNVRTED on time.
3. If the briefing is not present or incomplete and other information and materials have not been delivered, are incomplete or were not delivered on time, KNVRTED cannot execute the Assignment as agreed and a new delivery date must be agreed upon.
4. Customer shall ensure that there is a single primary contact or point of contact for KNVRTED with regard to the execution and delivery of the Assignment and any feedback. If no primary contact is appointed by Customer, KNVRTED will inform Customer of the person whom he will designate as a primary contact or point of contact. KNVRTED will only follow further instructions from this primary contact.
5. If Customer asks KNVRTED to conduct interviews or to collaborate in other ways with both employees and third parties, Customer will provide the consent of the interviewees concerned in advance. If the interviewees do not cooperate or refuse to cooperate - before or during the execution of the assignment, the Customer is obliged to find replacements who do cooperate. KNVRTED has the right to immediately refuse cooperation with a person if their actions result in KNVRTED being unable to carry out any assignment for Customer. In such a case, liability always lies with Customer. KNVRTED may charge extra costs should this situation arise.
6. Unless otherwise agreed upon, 2 revisions are included with each Assignment or partial assignment. Additional revisions are possible for an additional fee. The amount of the fees is to be agreed upon before the execution of the additional revision.
7. In the event that Customer wants a revision, Customer must inform KNVRTED within 14 days after the delivery, unless agreed otherwise. If Customer does not notify within this period that they wish a revision, KNVRTED may assume that the Assignment has been completed and KNVRTED may in any case require payment for the work that KNVRTED has performed up to that moment.
8. If a meeting or consultation, on location or online, has been agreed between the Customer and KNVRTED, the Customer may opt out of, cancel or suspend it up to 24 hours in advance at the latest. If this occurs within 24 hours until the agreed start time of the meeting or the consultation, KNVRTED may charge € 99, - administration costs, ex VAT.
9. If Customer has not yet paid an earlier invoice from KNVRTED, but as the payment term has already expired, KNVRTED will suspend the execution of other Assignments from the Customer until all outstanding claims have been paid. After the payments have been received, Customer and KNVRTED will agree a new schedule for the delivery of the work, works and documents.
10. KNVRTED is entitled to involve third parties for the execution of the Assignment.
11. Assignments are not executed at the Customer's location, unless agreed otherwise.
1. Depending on the Assignment, a fee is agreed per project, per item or in extremely rare circumstances per hour. If an hourly rate has been agreed upon, KNVRTED will register all hours.
2. If no compensation has been agreed between Customer and KNVRTED, the usual rate of KNVRTED will apply. If there is no question of a usual rate, then KNVRTED charges a fair and equitable remuneration for the work and the works delivered.
3. For urgent work, a surcharge of 25% of the agreed fee will be charged. In any case, there is urgency if an Assignment has to be completed within 7 days or a partial delivery must take place within that period. There is also urgency when KNVRTED has communicated this to Customer prior to the commencement of the Assignment.
4. If the Assignment is adjusted or supplemented, KNVRTED may adjust the compensation accordingly.
5. If it is plausible that KNVRTED has incurred higher costs and / or performed additional work that was reasonably necessary, KNVRTED will charge these costs or the reasonable fee for the extra work to Customer.
6. KNVRTED may increase his rates annually. With an increase of 10% or less, no additional agreement is required.
7. All agreed amounts are exclusive of VAT, unless otherwise agreed.
1. At the start of the Assignment, Customer must provide all information that is necessary for Customer to be able to pay an invoice, including information that must be included in the invoice or the invoicing and payment procedure that must be followed.
2. Unless agreed otherwise, KNVRTED will send the invoice in the case of item or project prices during the start of the Assignment. For a project or item price starting from € 10,000 it is possible to have half the amount invoiced at the start and the other half upon completion of the Assignment. Depending on the situation, an escrow arrangement can be made. In the case of work at an hourly rate, the invoice will be sent in the interim either at the end of each week or upon delivery and completion of the Assignment.
3. Invoices will be sent by email as a PDF or as e-invoice by KNVRTED. Customer must therefore inform KNVRTED before the start of the execution of the Assignment to which email address or electronic address the invoice should be sent. Customer is expected to ‘whitelist’ the email address from which KNVRTED will send the invoice, so that the email cannot end up in the spam folder of Customer's email.
4. If Customer chooses a payment method that involves costs, these costs will be borne by Customer, unless agreed otherwise beforehand.
5. An invoice sent by KNVRTED must be paid by Customer within 14 days of the invoice date unless agreed upon otherwise beforehand.
6. If the agreed amount has not been paid on time, KNVRTED may charge 5% interest per month and 10% in collection costs, with a minimum of € 150 unless otherwise agreed.
7. Payment may never be dependent on the situation in which the Customer is at that moment, such as the absence of a payment that the Customer must receive from a third party.
1. Delivery times are agreed upon in the Assignment.
2. Delivery takes place by email or the works can be downloaded via the project management software used or by any other means agreed upon beforehand.
3. After delivery of the works or documents by email or software, KNVRTED has no retention obligation with regard to these works or documents and Customer must ensure proper storage and backup thereof.
4. If Customer has paid all outstanding claims, KNVRTED will cooperate in the transfer of the copyright to the works produced by KNVRTED, notwithstanding the other provisions concerning copyright in these general terms and conditions.
8. Cancellation & suspension
1. If the invoice is not paid within the payment term, KNVRTED may suspend all work related to this and other Assignments for Customer, whereby any agreed delivery times will be changed and must be redefined.
2. If Customer wishes to terminate the agreement, 25% of the agreed compensation will in any case be due. If the Customer terminates after the assignment has been granted, up to 7 days before the date on which KNVRTED received the briefing or the briefing was discussed by the parties, then Customer will owe 50% of the agreed fee. After this moment, 75% of the agreed compensation is due or all costs incurred and reimbursement for all work already done, depending on which amount is higher.
1. If the Customer supplies works or materials to KNVRTED, these shall be works and materials of which the Customer is the copyright holder or for which the Customer has a license valid for that use. The Customer indemnifies KNVRTED against all third-party claims with regard to the use of works and materials delivered by the Customer to KNVRTED.
2. KNVRTED is willing to transfer its copyrights to the work made by him to Customer and will, at the first request of Customer, cooperate in drawing up a deed of transfer.
3. KNVRTED may, after transfer of copyright, multiply and publish the works in such a way, including on his website and social media channels, that it can show third parties which works were produced.
4. KNVRTED never transfers its copyrights of works and materials that are made for KNVRTED or affiliated brands.
5. KNVRTED forbids crawling or scraping of content from their works and materials with the purpose of training AI-tools. Doing so will be considered a copyright violation.
1. KNVRTED will not use personal data for a purpose other than that for which it obtained them and will not retain the data for longer than is necessary for that purpose.
2. The privacy statement of KNVRTED applies accordingly.
1. Parties will observe confidentiality with regard to information and data of which is known to the Parties or could reasonably be known that these should remain secret and should not be shared with third parties, including but not limited to:
b. Delivery times
c. Work methods
d. Location data or residency data
e. Business secrets and business-sensitive information
1. KNVRTED can only be liable when it is based on a legally or contractually attributable shortcoming.
2. KNVRTED is not liable for shortcomings in the work that have arisen due to the faulty provision of information by Customer.
3. KNVRTED is not liable for failure to achieve the goals that Customer intended to achieve with the work, works or documents to be supplied by KNVRTED.
4. KNVRTED is not liable with regard in respect to the delivery by him after Customer has accepted and approved the works and has given his final approval for the final work.
5. KNVRTED has the right, at all times, if and when possible, to reverse or limit the damage of the Customer.
6. The liability never exceeds the invoice amount.
7. The limitations of liability included in these conditions do not apply if the damage is due to intent or gross negligence of KNVRTED.
1. Complaints about the work or delivered works or complaints or objections against an invoice must be communicated to KNVRTED by email as soon as possible, but no later than 7 days after the complaints have arisen. Submitted complaints or objections do not suspend the payment obligation.
2. Dutch law applies to all legal relationships between the Customer and KNVRTED.
3. Disputes will be submitted to the competent court in the district of Midden-Nederland, where possible location Utrecht.
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