general terms and conditions impression ® | creative design agency

Article 1 Validity of these terms and conditions

• 1-1 These terms and conditions apply to all agreements concluded by Impression ® | creative design agency, established in Menaam, hereinafter referred to as Impression. Furthermore, these conditions apply to all offers and order confirmations made by Impression, insofar as the parties have not explicitly agreed otherwise in writing.
• 1-2 These conditions also apply to all agreements with Impression for the execution of which third parties need to be involved.
• 1-3 In case of conflict between these general terms and conditions and the general terms and conditions used by the client, these general terms and conditions shall prevail. The applicability of general terms and conditions used by the client is expressly excluded.
• 1-4 If one or more provisions of these general terms and conditions are null and void or may be voided, the other provisions of these general terms and conditions shall remain fully applicable. The parties shall then consult to agree on new provisions to replace the void or voided provisions, whereby and if possible with due observance of the purpose and purport of the original provision.
• 1-5 Once an agreement between client and Impression has been declared subject to these general terms and conditions, client agrees to the applicability of these general terms and conditions to any subsequent agreements, unless otherwise agreed in writing at a later date.

Article 2 General terms and conditions of contract partners and/or third parties.

• 2-1 Impression only accepts the applicability of general terms and conditions of contract partners and/or third parties if they are expressly agreed in writing.
• 2-2 Any applicability of the aforementioned general terms and conditions shall not affect the applicability of Impression's general terms and conditions. Impression's general terms and conditions shall prevail.
• 2-3 General conditions are only accepted by Impression under the above conditions and only apply to the transaction intended for that purpose. Subsequent transactions will not be auto matically transacted again through those purchase conditions.

Article 3 Offers.

• 3-1 All other offers and/or quotations and/or estimates are without obligation, unless the quotation expressly states otherwise. All quotations are valid for 30 days after the date. If an agreement has not been concluded within 30 days of the date of the offer, Impression is entitled to withdraw the offer or to change the prices and other conditions offered.
• 3-2 Sending offers, quotations and/or (other) documentation does not oblige Impression to accept the order.
• 3-3 Supplements to and/or deviations from these terms and conditions must always be expressly agreed in writing and shall only be valid for the applicable agreement. Such additions and/or deviations shall not apply to other agreements.

Article 4 Agreement.

• 4-1 The agreement to perform services only becomes binding to Impression by its written confirmation. Every agreement entered into with Impression is subject to the resolutive condition that the customer's creditworthiness is sufficiently proven, at its sole discretion. Client will allow Impression to request information concerning him if necessary, for which information Impression will turn to the A.F.I. agency in Leeuwarden.
• 4-2 Impression reserves the right to refuse an assignment if, in Impression's opinion, it is contrary to public order, safety or decency, or (may) cause damage, danger or hindrance, or is undesirable for other reasons.
• 4-3 Information regarding the offered goods, such as characteristics, instructions, etc., as well as information in printed matter, drawings, illustrations, etc. provided by Impression when making the offer, are not binding for him and are given in good faith.
• 4-4 It is the client's duty to see to it that the work and suchlike created by Impression is neither copied nor made available to third parties, or that the contents thereof are communicated to third parties.
  
  

Article 5 Prices.

• 5-1 All agreements are always concluded on the basis of the prices in force at the time of conclusion excluding sales tax.
• 5-2 If after the agreement, the prices of wages, social security charges, turnover tax, etc. increase, even if they occur as a result of circumstances already foreseeable at the time of the offer, these may be passed on. If this occurs within three months of the conclusion of the agreement, both parties shall be entitled to dissolve the agreement.
• 5-3 If the price fluctuation is more than 5% of the agreed transaction price, both parties are entitled to dissolve the agreement, unless this price fluctuation is due to a change in the agreement or arises from a power to do so under the law.
  
  

Article 6 Appointments.

• Arrangements or agreements with subordinate members of Impression's staff do not bind the latter, insofar as they have not been confirmed by it in writing. In this connection, all employees and staff who do not have power of attorney are to be regarded as subordinate personnel.
  
  

Article 7 Scope of the assignment.

• 7-1 A complete assignment includes the following work by Impression:
• a. instituting a preliminary investigation and/or making a preliminary draft or preliminary
• report;
• b. producing a final design or report;
• c. preparation for implementation;
• d. the execution of the assignment.
• 7-2 However, an assignment may also consist of advising the client or only one or more components from the preceding paragraph.

Article 8 Intellectual property rights.

• 8-1 The intellectual property rights to all designs, images, drawings, sketches and models supplied by Impression are expressly reserved by Impression. These items remain the inalienable property of Impression and may not be copied, disclosed, multiplied or made available to third parties or used in any other manner whatsoever without Impression's prior written consent.
• 8-2 The designs, illustrations, drawings, sketches and models referred to in the first paragraph shall remain the unalienable property of Impression and must be returned immediately at its first request.
• 8-3 For each act performed in violation of this provision, the other party shall owe a fixed penalty of €5,000.00, without prejudice to Impression's right to claim full damages.

Article 9 Postponement of assignment.

• 9-1 Impression has the right to postpone the execution of the agreement if client fails to fulfil its obligations, not in full or not on time.
• 9-2 Unless otherwise agreed in writing, if the work or part thereof is postponed, the client shall owe such part of the invoice as corresponds to the state of Impression's work, increased by the costs incurred by Impression as a result of any agreements already entered into with third parties in connection with the order.
• 9-3 As soon as the work progresses later, Impression is entitled to pass on to the client the additional work arising for Impression from the interruption of its work.

Article 10 Duration of the agreement.

• The agreement is entered into for the minimum period of 12 months and is always tacitly renewed after expiry for the same period, counting from the date, mentioned in the agreement, unless the parties have expressly agreed in writing on a specific time period.
  
  

Article 11 Interim termination and dissolution.

• 11-1 Each party has the right to terminate the agreement in writing with immediate effect before the commissioned work and services have been completed or delivered or before the agreed term of the agreement has ended.
• Termination is also possible if the other party, after having been given written notice by the terminating party, continues to fail to fulfil its obligations or to remedy the consequences of its acts or omissions in breach of the agreement within a reasonable period set by such notice, or if such other party applies for a moratorium or is declared bankrupt.
• 11-2 The interim termination referred to in paragraph 1 of this article does not have retroactive effect, but has the effect that after the time, when the other party receives the notice of termination, both parties are no longer obliged to fulfil the agreement.
• 11-3 Payment obligations relating to work already carried out, services rendered and/or periods of time falling wholly or partly before the time of termination shall, however, remain in force to the extent that immediate settlement is required.
• 11-4 Without prejudice to the claims which the parties may enforce against each other pursuant to the agreement concluded and/or the present terms and conditions, Impression will provide the client with such information at the end of the agreement through cancellation or dissolution as the client may reasonably require in order to enable another party to perform the work which is the subject of the agreement, while maintaining continuity.

Article 12 Liability.

• 12-1 The client indemnifies Impression against all claims of third parties in respect of infringements of their patent, trademark or copyright, wrongful act or default, arising from the work assigned by the other party.
• 12-2 Impression is only liable towards the client for damage suffered by the latter as a direct consequence of shortcomings committed by Impression or by persons in its service in the fulfilment of the assignment, if and insofar as these shortcomings could have been avoided under normal circumstances, with normal professional knowledge and with due observance of normal attentiveness and professional practice, subject to the limitations described in the following paragraphs of this article.
• 12-3 Impression is not liable for shortcomings of persons in its service if it makes it plausible that it could not have prevented or detected the shortcomings with normal attentiveness on its part.
• 12-4 Impression is liable only for the work designed by itself or under its responsibility and insofar as it was carried out under its direction.
• 12-5 When determining the amount to be paid by Impression as compensation for damage, the more or less serious nature of the shortcoming from which the damage results will have to be taken into account, in the sense that this amount will be proportionately LOWER the less serious the shortcoming is.
• 12-6 In determining the character of the shortcomings, the consequences of the shortcomings were only taken into account to the extent that Impression should have reasonably foreseen them.
• 12-7 The total damage to be compensated by Impression is limited to the amount of the fee due to him for his services for that work, or to a maximum of the insured value of the liability insurance.
• 12-8 If the order concerns more than one object, the work in the aforementioned sense shall be the object to which the damage occurs.

Article 13 Fees.

• Fees will be charged in accordance with the rate applicable within Impression's company, plus costs incurred by third parties, unless otherwise agreed in writing. If after the agreement the costand of wages, social security charges, turnover tax and the like, even if they occur as a result of circumstances already foreseeable at the time of the agreement, these may be passed on. If an order consists of different parts (works), the fee for each part will be calculated separately in accordance with these rules, unless otherwise agreed in writing.
• Article 14 Obligations of the client.
• The client must refrain from acts that make it impossible for Impression to perform its assignment, and the client also undertakes to provide Impression with all data and information required for the performance of its assignment. If the client wishes to call in the assistance of other advisors, this will only take place after consultation with Impression.

Article 15 Personal data.

• Impression respects and protects the privacy of its clients. Impression limits itself to regis- tration of those data, which are necessary for processing the order and communicating with the client. Under no circumstances does Impression provide personal data to third parties.
• The data provided by the client will be included in a file. Unless the client indicates not to appreciate this, Impression will use the data to better adapt its products and services to the wishes of its clients.

Article 16 Subcontracting work to third parties.

• If Impression is given an assignment that also involves work in a field other than its own, Impression may require the client to call in an expert in that field. Before doing so, it must be agreed with the client according to which arrangement the additional costs arising therefrom will be charged to the client.
  
  

Article 17 Additional and less work.

• 17-1 The work includes only that which has been agreed between the parties in writing.
• 17-2 The Client has the right to change this before or during the performance of the work. Only additional work commissioned as such and in writing shall qualify for performance and settlement. The absence of a written order does not affect the claims of the client for the work to be carried out, or of Impression for the settlement thereof, if and insofar as it can be proved by other means that the additional work was ordered as such.
• 17-3 Costs to be incurred by Impression which are beyond its fault may be charged to the commissioning party.

Article 18 Cancellation.

• 18-1 If the client cancels the order and/or refuses to accept the order, he shall be obliged to accept and pay for the costs already incurred by Impression, whether or not processed at the cost price, including wages and social security charges, and shall furthermore be obliged vis-à-vis Impression to pay full compensation for what has already been performed. Client shall also owe Impression as compensation the amount of 1/3 of the agreed price. Client indemnifies Impression against claims of third parties as a result of the cancellation of the order and/or refusal of the order.
• 18-2 Without prejudice to the previous paragraph of this article, Impression reserves all rights to claim full compliance with the agreement and/or full compensation.
  
  

Article 19 Advertising.

• 19-1 Immediately after the delivery or completion of his services, Client is obliged to thoroughly inspect them for defects and, if any are present, to inform Impression immediately in writing.
• 19-2 If the client does not inform Impression in writing by registered mail within 8 days after the day of delivery or completion of defects that could have been detected upon thorough examination, the client is deemed to agree to the condition in which the purchased item was delivered or completed, and any right to complain lapses.
• 19-3 Impression must be given the opportunity to check complaints submitted. In the event of agreement, a written statement will be drawn up to be signed by both parties.
• 19-4 If the complaint is correct in Impression's opinion, Impression will either pay a fair compensation up to at most the invoice value of the goods delivered, or replace the goods delivered free of charge after returning them in their original condition, at Impression's discretion.
• 19-5 With regard to research commissioned by Impression, in principle, no advertising is possible.

Article 20 Completion.

• 20-1 the work is deemed to have been completed at the time when Impression has notified the client thereof in writing, or after the lapse of 8 days after Impression has notified the client in writing that the work has been completed, and the client has failed to take up the work within that period or the client has put the constructed and/or executed work into use.
• 20-2 If a certain date of delivery has been agreed upon, it will be extended automatically if stagnation occurs which cannot be attributed to Impression, such as additional work, unworkable weather, strike, lockout, war, danger of war or other special circumstances as mentioned in the article "Force Majeure".

Article 21 Modification of assignment.

• 21-1 Changes to the original order, of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could have been anticipated at the time of the quotation, shall be charged to the client in addition.
• 21-2 Any changes in the execution of the order requested by the client after the order has been granted must have been communicated to Impression by the client in good time and in writing. If the changes are communicated verbally or by telephone, the risk for the implementation of the changes shall be borne by the client.
• 21-3 Any changes and/or additions made may result in the agreed delivery time or completion of the execution being exceeded by Impression, which is accepted by the client.

Article 22 Default and rescission.

• 22-1 If the client commits a breach of contract in any way, he shall be in default for that alone without any notice of default being required. Without prejudice to the provisions of the Dutch Civil Code, in the event of breach of contract Impression shall be entitled to suspend its obligations under the agreement concluded, to declare the agreement as dissolved in whole or in part without judicial intervention, at its discretion.
• 22-2 The parties have the right to dissolve the agreement with immediate effect, without judicial intervention, by registered letter if:
• a. The other party fails to fulfil one or more obligations under the agreement and
• after it has been granted a reasonable term to still fulfil its obligations. Furthermore, if client fails to fulfil one or more obligations, Impression shall be entitled, at its discretion, to suspend execution of the agreement.
• b. The other party files for bankruptcy or is declared bankrupt, applies for or obtains a moratorium, is declared subject to a debt rescheduling arrangement under the Dutch Natural Persons Debt Rescheduling Act or all or part of its property or assets are attached.
• c. The other party dies, goes into receivership or is dissolved.
• d. The other party proceeds to discontinue or transfer its business or intends to Netherlands
• to leave.
• 22-3 If it invokes paragraph 2 of this article, Impression is entitled to claim any amount due by the client on account of services already rendered by Impression in its entirety, without any warning or notice of default being required, all without prejudice to Impression's right to compensation of costs, damage and interest.

Article 23 Force majeure.

• 23-1 Exceptional circumstances, such as storm damage and other natural disasters, hindrance by third parties, hindrance in transport in general, full or partial strikes, riots, war or danger of war here in the country, lockouts, loss of or damage to goods during transport to Impression or the principal, non-delivery or late delivery of goods by Impression's suppliers, full or partial mobilisation, obstructive measures by any government, etc, fire, breakdowns and accidents in Impression's business or in the means of transport of Impression, or in the means of transport of third parties, the imposition of levies or other government measures, which entail a change in the actual circumstances, constitute force majeure for Impression, releasing it from its obligation to render services, without the principal being able to claim any right to compensation of any kind or however called.
• 23-2 In such or such cases, Impression shall be entitled, at its sole discretion, to cancel or suspend the agreement to perform services or to modify it, respectively, until the extraordinary circumstances have ceased to exist, in which case the client shall be obliged to pay for any performance delivered.

Article 24 Warranty.

• 24-1 Warranty on the works delivered and/or performed by Impression is only granted if and insofar as agreed in writing and/or given by Impression in writing.
• 24-2 The warranty is void if:
• a. any post-processing, modification
• or repairs by the client and/or third parties not engaged by Impression are
• performed;
• b. the delivered goods have been used by the client for purposes other than those for which the
• intended;
• c. the delivered item has not been maintained properly and in the usual manner;
• d. the delivered item has been used improperly or not in accordance with its intended use;
• e. the client is in default in the fulfilment of any obligation towards Impression.

Article 25 Confidentiality.

• Impression is obliged to keep confidential all data and documents pertaining to the assignment that can reasonably be considered confidential. As long as the client has not disclosed a report by Impression, Impression is not permitted to publicise it by publication in any other way, unless the client gives permission.

Article 26 Payment.

• 26-1 Payments, including instalments, shall be made within 15 days of submission of the invoice, unless otherwise agreed in writing.
• 26-2 Complaints or objections about the invoice(s) and/or work must be submitted to Impression in writing within 8 days of the invoice date.
• 26-3 Complaints or objections about the invoice(s) and/or work do not suspend the payment obligation.
• 26-4 Impressionis entitled to charge the client interest of 1.50% per month, calculated from the due date of the invoice.
• 26-5 Impression shall furthermore be entitled to claim from the client all costs, both judicial and extrajudicial, caused by the non-payment, in addition to the principal sum and interest, including the costs of (litigation) lawyer, agent, bailiff and collection agency.
• 26-6 All judicial and extrajudicial costs to be incurred shall be borne by the client. The extrajudicial costs shall be calculated in accordance with the Voorwerk II report or, if this report is no longer up to date, in accordance with the rates deemed reasonable by the Netherlands Association for the Judiciary. The extrajudicial costs will also be increased with all costs for legal advice and assistance.

Article 27 Applicable law.

• All agreements concluded and/or acts performed by Impression are governed exclusively by Dutch law; these agreements and/or acts are deemed to have been concluded and/or performed in the Netherlands. The "Vienna Sales Convention" is explicitly excluded.

Article 28 Disputes.

• All disputes arising from the agreements concluded between the parties, including the mere collection of amounts due, shall be brought before the Civil Court of Impression's place of business, if it so desires, to the extent that the Civil Court is legally competent to do so.

Article 29 Amendment of conditions.

• Impression is authorised to make amendments to these conditions, The amendments shall take effect at the announced time of entry into force. Impression shall send the amended conditions to the principal in due time. If no time of entry into force has been announced, amendments shall enter into force vis-à-vis the principal as soon as the amendment has been communicated to him/her.

Article 30 Appendix: hosting and domain name registration.