Below you will find the conditions under which all services and products delivered by Aqua-Alta.nl are subjected to:
1. These terms of delivery qualify for every quotation, offer and every agreement between Aqua-Alta.nl and client.Except when Aqua-Alta.nl mentions explicit exceptions on these terms of delivery in above quotations, offers or agreements.
2. Quotations made by Aqua-Alta.nl are free of obligations for the client who requested this quotation. Aqua-Alta.nl reserves the right to amend price increases by third parties, which influence the quotation. Quotations offered by Aqua-Alta.nl covering her own work have a validity of 14 calendar-days.
3. Prices mentioned in quotations, offers and agreements are exclusive of VAT, unless mentioned otherwise.
4. When client accepts the quotation, he/she has to do so by written confirmation. When client is negligent in this, but gives his/her verbal consent to start the work or by any other method, the quotation will be regarded as a legal agreement.
5. When client an order as decribed in the quotation has granted to third parties or intends to do so, client has the obligation to inform Aqua-Alta.nl about these assignments with the names of these parties.
6. If assignments as described in the quotations already has been granted previously to third parties,client has the obligation to inform Aqua-Alta.nl.
7. Aqua-Alta.nl commits herself to execute the order carefully and objective according to the specifications mentioned by the client and to strive for the client useful result.
8. Client is responsible for delivering data and materials in a timely manner of which client should reasonably be aware, or on recommendation of Aqua-Alta.nl to the necessity of these data and/or materials for the execution of the order.When the data and/or materials needed by Aqua-Alta.nl for a timely and careful execution of the order are not handed over on time, Aqua-Alta.nl reserves the right to suspend agreed labour and/or charge the extra expenses resulting from the delay according to usual tariffs.
9. Aqua-Alta.nl is not accountable for damage in any kind of form as a result of incorrect and/or insufficiënt data and/or materials delivered by the client.
10.When Aqua-Alta.nl hires a sub-contractor either on request from the client or as a result of the agreed labour, Aqua-Alta.nl will mention the expenses of these third parties in the quotation as indicative.(Furthermore point 1 and 2 of these Terms of Delivery apply)
11.Aqua-alta.nl can,on request of client, act as consultant, deputy and/orprojectmanager on behalve of client. These are subject to an apart quotation and agreement.The Terms of Delivery only apply to the labour of Aqua-Alta.nl. Supplied goods, services and other labour executed by forementioned suppliers/sub-contractors are subject to the terms of delivery of forementioned suppliers/sub-contractors.
12.During the project Aqua-Alta.nl will inform the client about the progress made during regular intervals. Prototypes, alpha-models and design proofs will be shown also. These so calles milestones will be mentioned in the agreement and are therefore obligatory.
13.When Aqua-Alta.nl decides or feel the necessity to hire a contractor for a project or a part there of, it will be mentioned in the quotation and/or agreement. If this decision is made during the lifecycle of a project, the client has to affirm this decision in writing.When the client does not agree, both parties have the right to dissolve the agreement. Any down payments allready paid will not be returned.
14.Aqua-Alta.nl will mention a delivery dat in her quotations and agreements. However, these dates will be only an indication. Aqua-Alta.nl will be only in neglect when the client holds Aqua-Alta.nl liable in a recorded delivery and observing the timeframe mentioned in the recorded delivery is absent.
15.When is agreed that the project will be conducted in phases, Aqua-Alta.nl has the right to suspend the next phase until the client has sent an written affirmation of the previous phase.
16.Unless otherwise agreed, the acquisition of permits, judgement if specifications and instructions of the client are in line with legal or quality demands and the execution of tests will not be the responsibility of Aqua-Alta.nl.
17.The client and Aqua-Alta.nl are commited to confidentiality about any sensitive information which has become to the attention of both in relation to their agreement.
18.When it’s become obvious during the execution of the agreement that for a acceptable result it will be necessary to adjust and/or make an addition to agreed activities, the client and Aqua-Alta.nl shall, in mutual agreement, adjust the contract accordingly.
19.When client and Aqua-Alta.nl adjust or make an addition to the agreement, it is possible that the delivery deadline will change.In that case Aqua-Alta.nl will notify the client immediately.
20.When adjustment or addition to the agreement has financial consequences, or the quality of the delivered product will change as a result of aforementioned adjustments/additions, Aqua-Alta.nl will notify the client beforehand. If there’s a fixed sum agreed, the client will receive a specification of the range and quantity of which the adjustments or additions will exceed the fixed sum.
21.If matters mentioned in #20 are liable to Aqua-Alta.nl, there will be no additional expenses for the client.
22.Copyrights and any other form of intellectual property originating from the project will become the ownership of Aqua-Alta.nl.Exceptions are used parts of software of which copyrights are already established and used materials such as logo’s and trademarks of the client of which copyrights are also already established.
23.Research into eventual owners of intellectual property of used materials for the project underhand is not included into the agreement between client and Aqua-Alta.nl. The same goes for research into exclusion of liability solutions for the client.
24.At all times does Aqua-Alta.nl has the right to place her trademark on or beside the artwork, or to remove it. It is prohibited for the client to publish the product without stating Aqua-Alta.nl unless he/she has had a consent beforehand from Aqua-Alta.nl.
25.All materials, whether it may be illustrations,prototypes,designs, sketches, drawings, software, archives etc., which are originating from the project will remain the property of Aqua-Alta.nl.Advice, documents, reports, designs, sketches, drawings,software,etc. brought in by Aqua-Alta.nl are to be used only for the in the agreement mentioned media and are prohibited from publishing and/or reproduction without the consent beforehand of Aqua-Alta.nl.
26.Accumulated knowledge,gained by Aqua-Alta.nl by working for the client, can and is allowed to be re-used for other projects, except if this is confidential information.
27.Under the condition that the client has fulfilled all his/her contractual obligations, the client will obtain the exclusive license for the design with regard the right to publish and reproduction. However,this license is limited to the use within the media mentioned in the agreement. The use of the design in a medium or media or intentions thereof has to be recorded in the agreement. When for some reason the use of the design in a particular medium is not recorded in the agreement between Aqua-Alta.nl and the client, each time the design is destined to be used in a new medium,Aqua-Alta.nl has to be asked permission in each single case.
28.Without written consent by Aqua-Alta.nl it is prohibited to bring alterations into provisional and/or definitive designs.
29.Aqua-Alta.nl has the right, with due observance of the interests of the client, to use the designs for promotion and publications. This apllies to the use in all media, be it electronic or print.
30.Parties could decide to a fixed rate when closing the deal.
A fixed rate mentioned in an agreement is exlusive of VAT, Travel and Lodging expenses, waiting hours, unworkable hours.
31.When due to not sending complete,useful and unequivocal data and/or materials on time or not at all, or due to an altered or incorrect pitch/briefing Aqua-Alta.nl has to put in extra hours and/or labour , Aqua-Alta.nl will charge these extra hours/labour separately according to by Aqua-Alta.nl set rates.
32.Despite a fixed rate, Aqua-Alta.nl has the right to amend additional expenses, such as raising wages according to Collective Labour Agreements,taxes, inflation, third parties, travel and lodging, spoiled hours, waiting hours, etc. However, these additional expenses are only ammendable if Aqua-Alta.nl has mentioned in writing these additional expenses to the client before the starting date of the project as recorded in the agreement. If these additional expenses are in a total ammount of more than 10% of the original agreed fixed rate, the client has the unequivocal right to cease the agreement without further notice.
33.If payment is in any way made dependent to facts and/or circumstances which are only to be made transparant by the clients book-keeping, Aqua-Alta.nl has the right to ask for an auditors’s report by an chartered accountant. If it turns out that information from the client is not according to the auditor’sreport, the expenses of the auditor’s report will be ammended to the invoice to the client.
34.If there is no agreement about a fixed rate, the hour rates handled by Aqua-Alta.nl will be invoiced according to the period on which the agreed labour is worked upon. Rates and fees are exclusive to VAT, travel and lodging expenses,waiting hours and spoiled hours.
35.Article 34 is unequivocal subject to the matters mentioned in articles 31, 32, 33 .
36.Payments other than downloads via the webshop have to be paid within 14 calendar days after the invoice date. From this period on,the client is in neglect and is subject to payment of interest equal to the legal interest percentage. All expenses made by Aqua-Alta.nl in order to collect late and/or overdue payments,as there are legal expenses including the expenses of lawyers and all other legal advice, legal proceeding expenses, ushers, debt-collection agencies,etc. will be fully invoiced to the client.Non-legal expenses made in order to obtain late and/or overdue payments shall be set by at least € 300,- and a maximum of 10 % of the total amount mentioned on the invoice.
37.Projects with a timeframe of more than 14 working days will be invoiced with regular intervals.
38.The client shall pay outstanding accounts without reductions or settlements, except settlements for an advance to Aqua-Alta.nl
39.When the client is in total or partial neglect to his/her obligation to submit payments in a timely fashion or is in neglect in any other way, all licenses obtained from the agreement between Aqua-Alta.nl and the client are expired, and it is for the client prohibited to use any of the obtained results of that agreement. Unless the neglect of the client is of minimal effect when seen to the background of the entire agreement.
40.When the client goes into liquidation, bankrupcy or duration all obligations of the client will be claimed without delay.
41.Payments made by the client will be accounted for, first: all outstanding interest and expenses, second: all invoices which are still open for the longest period even if the client states that payment is intended for later sent invoices.
42.Depending of the sort and size of the project, Aqua-Alta.nl has the right to ask for an advance, which has to be paid within five (5) work-days after granting the project to Aqua-Alta.nl. The amounts: A project worth to € 1000,- is an advance of 10%. a project worth to € 5000,- is an advance of 20%. a project worth to € 10000,- is an advance of 50%. Project worth more than € 10000,- an advance of 60%.
43.When the client is in neglect regarding the contract or regarding one or more obligations, then the reasonable expenses to collect outstanding debt out of court will be recovered on the clients expenses. The client is liable firstly: until € 1000 10% the increment until € 5000 20% the increment until € 10000 15% the increment until € 50000 5% the increment above this sum 3% When Aqua-Alta.nl can prove to have made an higher amount of expenses, these will also be liable for compensation.
44.When Aqua-Alta.nl and the client are involved into a dispute before court regarding an agreement on which these terms of delivery apply, and the court’s verdict is resulting in the client being fully or predominantly in the wrong, the client will be liable for compensation of the legal expenses in all circumstances.
45.When the client cancels an agreement, then besides compensation the full fee and additonal expenses will be billed to the client.
46.When Aqua-Alta.nl cancels an agreement due to a deficiency and/or neglect in honouring the agreement by the client there will be besides a compensation, a fee and additional expenses which will be billed to the client. The client’s behaviour on which grounds no longer can be demanded of Aqua-Alta.nl to complete the agreed project shall be considered a deficiency by the client and a liable neglect by the client.
47.The compensation mentioned in #45 and #46 will consist of the expenses made by Aqua-Alta.nl in her own name regarding agreements made with third parties in order to complete the project, and 25% of the remaining part of the agreed fee when the project would be completed.
48.Both parties, Aqua-Alta.nl and the client, have the right to dissolve the agreeement completely or in part when one of them is going into duration or bankrupcy.
49.When the project and the agreement has been dissolved for whatever reason,all licenses obtained from Aqua-Alta.nl are withdrawn. It is prohibited for the client to further use the designs created by Aqua-Alta.nl.
50.When activities originating from the agreement are of a repetitive nature,as there is maintenance, content management, etc. the duration of the project shall be regarded as indefinitely. The agreement can only be dissolved by a written termination sent at least three months before the set dat of termination.
51.All designs delivered by Aqua-Alta.nl to the client are guaranteed as designed by Aqua-Alta.nl or by her instruction. And Aqua-Alta should be regarded as the creator of the design and therefore the owner of the copyright as meant by copyright laws.
53.The client shall safeguard Aqua-Alta.nl and persons and companies hired by Aqua-Alta.nl for the project and agreement from all claims with regard to the rights of intellectual property from material and data delivered by the client and which are used for the project.
54.When the client has a complaint about delivered work, these complaints have to be filed within five working days after discovery or at last fourteen calendar days after completion of the forementioned work in a written complaint to Aqua-Alta.nl. In the case a complaint is well founded, Aqua-Alta.nl will deliver the work as agreed as yet except if this is useless for the client, which he/she has to be made known to Aqua-Alta.nl. When completion of the work has become impossible or useless, Aqua-Alta.nl will be only be liable within the constraints mentioned in #56-#57-#58-#59-#60.
55.The liabilities for the client remain in place even if the client files a complaint in atimely manner.
56.Aqua-Alta.nl will not be hold liable for – errors in materials and/or data obtained from the client – errors, misunderstandings, etc., in the execution of the project due to inferior behaviour by the client such as too late delivery of material and/or data, insufficient material, etc. – errors made by representatives of the client. – imperfections and/or inadequacies in quotations of suppliers and/or exceeding budget by suppliers. – errors in design or text/data when the client the milestones mentioned in #12 either has ignored or gave his/her consent and the showed prototypes and/or designs revealed the deficiencies.
57.With the exception of intent or gros misdemeanour by Aqua-Alta.nl or its management, the liability of Aqua-Alta.nl for damage resulting from the agreement or for damage resulting from an wrongful act against the client is restrained to the maximum amount paid by Aqua-Alta.nl’s claims-insurance as far this liability is covered, or, when the agreed fee is higher the amount of this fee.
58.Each liability has a validity of twelve calendarmonths counted from the date the project has been completed.
59.Copies and back-ups of material and data delivered to Aqua-Alta.nl have to be made and kept by the client for the duration and completion of the project. If the client is in neglect of this safety measure, Aqua-Alta.nl will not be hold liable for any damage as a result of this neglect.
60.There will be no obligation for storage of material and/or data for either Aqua-Alta.nl or the client after completion of the project.
61.In the next paragraphs there will be a mention of circumstances beyond control.The term “circumstances beyond control” has the following meaning in these terms of delivery, circumstances which make observing the agreement impossible and are not accountable to Aqua-Alta.nl.The definition of circumstances beyond control in these terms of delivery are: disasters,infrastructural calamities as there are power-outs, brown-outs, road and water blockades, etc. (civil) war, terrorism, strikes organized by unions, unorganized strikes,political strikes either international, national ,regional, local other than on the premises of Aqua-Alta.nl,civil unrest, riots, deficiencies of commodities,energy,fuel and other for the completion of the agreement necessary material and/or services, unforeseen stagnation of suppliers and others of which Aqua-Alta.nl is dependant to complete the agreed project.
62.The clause of circumstances beyond control does also apply when the circumstance,which is obstructing observing the agreement, occurs after the date Aqua-Alta.nl should observe the agreement.
63.During the occurance of a circumstance beyond control all obligations for Aqua-Alta.nl are suspended. When the circumstance beyond control which obstructs Aqua-Alta.nl to observe the agreement occurs for a period longer than fourteen days, both parties have the right to dissolve the agreement without being subject to compensation.
64.When Aqua-Alta.nl has fulfilled a part of the project and agreement when the circumstance beyond control has set in, she has the right to charge the completed part of the project in a separate invoice. This separate invoice shall be regarded as a separate contract, except when the completed part of the project has no substantive value.
65.Agreement and rights originating from this agreement are not transferable to third parties with the exception when the clients company is transfered to an new owner.
66.Facts and circumstances which has become known to Aqua-Alta.nl and the clients during the project shall be regarded as confidential. Third parties who are involved in the project are also commited into mutual confidentiality.
67.All agreements between Aqua-Alta.nl and clients are subject to Dutch law. Disputes between Aqua-Alta.nl and a client, in deviation of legal rules regarding the jurisdiction of the civil court, shall be settled before the Court of Haarlem, the Netherlands. However, Aqua-Alta.nl reserves the right to file a subpoena to a client before any court which has jurisdiction according to law or the appropiate international treaty.
68.Aqua-Alta.nl reserves the right to change these terms of delivery. These changes take effect on the date of publication. Aqua-Alta.nl shall send the new terms of delivery to the client at the first opportunity.
Last Update: 22 March 2017