Client Lab Terms and Conditions

General Terms and Conditions Client Lab

These general terms and conditions apply to all offers and agreements arising from them between Client Lab in Delft, Chamber of Commerce number 72358483, and its counterparties (“Client”). Provisions or conditions stipulated by the Client that deviate from or are not included in these general terms and conditions shall only be binding on Client Lab if and to the extent explicitly accepted in writing.

Article 1. Quotation and Acceptance

1. Client Lab makes a quotation in which Client Lab indicates which work (“the Services”) it offers to perform, what is included in the Services, and what amount will be due in return. Only the description of the Services as stated in the quotation is binding.

2. In general, the Services include creating custom software at the request of the Client, and everything related thereto. Other work will only be performed if mentioned in the quotation.

3. A quotation is entirely non-binding and valid for 30 days after dispatch, unless otherwise stated in the quotation. Client Lab can never be obliged to accept acceptance after this period, but should Client Lab choose to accept it, the quotation is nevertheless accepted.

4. The agreement is concluded at the moment when the communication containing the acceptance of the quotation by the Client is received by Client Lab. The quotation must be accepted by the Client online by signing it.

5. If the Client does not explicitly indicate agreement with the quotation, but nevertheless consents, or gives the impression, that Client Lab should perform work that falls within the description of the Services, the quotation is considered accepted. This also applies when the Client requests Client Lab to perform certain work without waiting for a formal quotation.

6. Modifications to the Services are only possible with the consent of both parties, unless otherwise stipulated elsewhere in these terms and conditions.

7. At requests for additional work, Client Lab shall issue a suitable quotation.

Article 2. Delivery of the Services

1. Once the agreement has been concluded, Client Lab shall perform the Services as soon as possible in accordance with the quotation, taking into account reasonable wishes of the Client.

2. The Client is obliged to do and omit all that is reasonably desirable and necessary for a correct and timely execution of the Services. In particular, the Client shall ensure that all data which Client Lab indicates is necessary, or which the Client reasonably should understand to be necessary, for carrying out the Services, is provided to Client Lab in a timely manner.

3. The Client shall grant Client Lab access to all places, services, and accounts under its control (such as web hosting accounts) which Client Lab reasonably needs to deliver the Services.

4. Client Lab guarantees that the Services will be performed with care, properly, and as well as possible. If proper execution of the Services requires it, Client Lab has the right to have certain work performed by third parties. Client Lab remains responsible toward the Client.

5. Client Lab is entitled, but never obligated, to verify the correctness, completeness, or coherence of the source materials, requirements, or specifications made available to it, and upon discovering any imperfections to suspend the agreed work until the Client has remedied those defects.

6. Unless otherwise agreed, Client Lab is not a party to the delivery of third‐party services, such as software licenses or hosting needed for the Services, even if Client Lab procures such services on behalf of the Client.

7. Client Lab has the right to temporarily or partially suspend delivery of the Services if the Client fails to fulfill any obligation under the agreement, or acts in violation of these general terms and conditions.

8. Client Lab will endeavor, on a request of the Client, to respond within 24 hours during office hours, unless otherwise agreed in the quotation.

Article 3. Development of Works

1. If a Service includes the development, configuration and/or adaptation of Works such as websites, databases, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or house styles (hereafter: “Works”), Client Lab, unless agreed otherwise, has the right to use images, software, and components of third parties in the development, configuration or adaptation of Works.

2. It is permitted for Client Lab to use open source software whose rights lie with third parties. This means, among other things, that Client Lab may deliver open source software to the Client, and incorporate open source software into Works it creates or modifies in the context of a Service. If the license of certain open source software entails that the Client must distribute (parts of) the software only as open source, Client Lab shall adequately inform the Client of all applicable license terms.

3. After delivery, responsibility for correct compliance with the relevant third‐party licenses in the Client’s use of the developed Works rests with the Client.

Article 4. Delivery and Acceptance

4. After performing work or parts thereof, Client Lab shall deliver the results when, in its professional opinion, they meet the specifications or are suitable for use.

5. The Client shall then evaluate the delivered work within 14 days after delivery and accept it or reject it. If the Client does not reject it within this period, it is deemed accepted.

6. If work is delivered in phases, the Client must accept or reject each phase after delivery of that phase in the manner provided in the previous clause. The Client may not base acceptance or rejection at a later phase on aspects already approved in an earlier phase.

7. If the Client rejects all or part of the delivered work, Client Lab will endeavour to remedy the reason for rejection as soon as possible. This may be done by revising the result or by giving a motivated explanation why the reason for rejection does not apply. The Client then again has 14 days to accept or reject the revision or explanation.

8. If after the first revision or explanation the Client again wholly or partially rejects the delivery, a reasonable number of revision rounds shall follow in Client Lab’s opinion. If either party deems further revisions no longer useful, both parties shall be entitled to terminate the agreement for the relevant Service. In that case the Client shall pay for the hours actually worked by Client Lab, with the maximum amount being the quoted amount for the rejected work. However, the Client is not entitled to use the rejected work in any way.

9. After acceptance of the delivered work any liability for defects in what is delivered lapses, unless Client Lab knew or should have known of the defect at the time of acceptance. In any event, all liability for defects lapses one year after termination of the agreement for whatever reason.

Article 5. Intellectual Property Rights

1. All intellectual property rights on all Services or Works developed or delivered in the context of the agreement are exclusively vested in Client Lab or its licensors. Only if explicitly stated in the quotation or separately explicitly agreed may rights be transferred to the Client.

2. The Client acquires only those usage rights and powers which arise from the scope of the agreement or which are granted in writing, and for all other purposes the Client shall not reproduce or publicize the Works or other results of the Services. Any use, reproduction or disclosure of the materials that falls outside the scope of the agreement or the granted usage rights shall be considered an infringement of copyright. The Client shall pay a immediately due and non‐judicially reducible penalty of €50,000 per infringing act to Client Lab. This does not affect Client Lab’s right to claim damages or take other legal measures to stop the infringement.

3. The Client is entitled to make changes in Works to which it has acquired usage rights.

4. Client Lab shall furnish the Client with the source files (such as, but not limited to, PSD, HTML/CSS or PHP code) of delivered Works after payment of the relevant invoice(s).

5. The Client is not permitted to remove or alter any indication concerning copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications concerning the confidential nature and secrecy of the materials.

Article 6. Prices and Payment

1. The Client owes for the Services the fixed amount(s) stated in the quotation. These will be collected monthly by direct debit. Other amounts will only be charged if mentioned elsewhere in these general terms and conditions.

2. Client Lab shall send the Client an invoice, electronically, for amounts due.

3. The payment term of invoices is 30 days after the invoice date, unless a longer payment period is stated on the invoice. If the Client fails to pay in time, it is legally in default after the expiry of this period, without requiring notice of default. If an amount due is not paid within the payment term, statutory interest is owed on the outstanding invoice amount.

4. If the Client believes that (part of) an invoice is incorrect, they must notify Client Lab within the payment term. The obligation to pay the disputed portion (but not the rest) is suspended until Client Lab has investigated the notice. If, after investigation, Client Lab finds the dispute to be unfounded, the Client must pay the disputed portion within seven days.

5. In the case of late payment, in addition to the amount due and the accrued interest, the Client is obliged to fully compensate any extrajudicial as well as judicial collection costs, including costs for lawyers, bailiffs, and collection agencies. In particular, Client Lab is entitled to charge administrative costs of €50.

6. The claim for payment becomes due immediately if the Client is declared bankrupt, requests a moratorium, has all its assets seized, dies, enters liquidation, or is dissolved.

Article 7. Confidentiality

1. Parties shall treat information that they exchange before, during or after the execution of the agreement as confidential, when this information is marked as confidential, or when the receiving party knows or should know that the information was intended to be confidential. Parties shall impose this obligation also on their employees and third parties engaged by them for performing the agreement.

2. Client Lab shall endeavor to avoid knowledge of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless this is necessary for proper execution of the agreement or the Service provider is compelled to do so by a legal provision or court order. In that case the service provider shall endeavor to limit awareness of such data as much as possible insofar as within its power.

3. Client Lab may use knowledge acquired during performance of the agreement for other assignments, provided that no Client information is made available to third parties contrary to obligations of confidentiality.

4. The obligations in this article remain in force after termination of the agreement for whatever reason, for as long as the party supplying the information reasonably may claim confidentiality.

Article 8. Liability

1. Client Lab is only liable to the Client in the event of a attributable failing in the fulfillment of the agreement and only for replacement damages, that is to say compensation for the value of the performance not delivered.

2. Any liability of Client Lab for any other form of damage is excluded, including, but not limited to, additional compensation in any form, compensation for indirect or consequential damage, loss of turnover or profit, loss of data, as well as damage caused by delay due to changed circumstances.

3. In the case of liability under paragraph 1, the maximum amount that Client Lab is liable to pay shall be equal to the amount due for the relevant Service. This maximum amount does not apply if and insofar as the damage is the result of intent or gross negligence by Client Lab.

4. Liability for attributable failure in the performance of the agreement arises only if the Client puts Client Lab in default directly and properly in writing, setting a reasonable period to remedy the failure, and Client Lab still fails culpably to fulfill its obligations after that period. The notice of default shall contain as detailed a description of the failure as possible so that Client Lab can respond adequately.

5. In the event of force majeure, including but not limited to failures or outages in internet, telecommunications infrastructure, power failures, domestic unrest, mobilization, war, transport disruption, strike, lockout, business disruptions, delays in supply, fire, flood, import/export restrictions and in the case that Client Lab is not able to deliver because of its own suppliers, regardless of reason, rendering performance of the agreement reasonably impossible, performance of the agreement shall be suspended, or the agreement terminated if the force majeure situation lasts more than ninety days, all without any obligation to compensate damages.

Article 9. Duration and Termination

1. The agreement is entered into for the period necessary for delivery of the Services.

2.mThe agreement may only be terminated in the interim as provided in these general terms and conditions, or by mutual agreement of both parties.

3. After termination, expiration or dissolution for any reason, Client Lab is entitled, immediately from the date on which the agreement ends, to delete all data stored by itself on behalf of the Client. Client Lab is not obliged in that case to provide the Client with a copy of these data.

4. The agreement terminates automatically if a party is declared bankrupt, applies for a moratorium, has all its assets seized, dies, enters into liquidation, or is dissolved.

Article 10. Changes to the Agreement

1. After acceptance, the agreement may only be modified with mutual consent.

2. If the agreement is a long-term agreement, Client Lab is entitled once per calendar year to unilaterally amend or expand these general terms and conditions. For this, it must give notice at least one month before the amendments or expansions will take effect. Changes in the general terms and conditions can never override a specific agreement.

3. If the Client objects within this period, Client Lab shall consider whether to withdraw or not the objectionable amendments or expansions. Client Lab shall inform the Client of this decision. If Client Lab does not wish to withdraw the objectionable amendments or expansions, the Client has the right to terminate the agreement as of the date these changes take effect.

4. Client Lab is permitted at any time to implement changes in these general terms and conditions if necessary due to changed legal regulations. Against such changes the Client may no longer object.

5. The aforementioned arrangement also applies to prices.

Article 11. Final Provisions

1. Dutch law shall apply to this agreement. Except as stipulated by mandatory law, all disputes that may arise from this agreement shall be submitted to the competent Dutch court for the district in which Client Lab is located.

2. If any provision of this agreement proves to be void, this does not affect the validity of the entire agreement. In that case, the parties shall establish a new provision(s) to replace it, so far as legally possible giving effect to the intention of the original agreement and these general terms and conditions.

3. “In writing” in these terms and conditions also includes email and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties will endeavor to confirm receipt and content of email communication.

4. The version of any communication received or stored by Client Lab shall be considered authentic, unless the Client provides evidence to the contrary.

5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with prior written consent of the other party. Notwithstanding this, Client Lab is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.