Legal
NL / EN
Slicks · Chamber of Commerce (KvK) 62354191
1. Definitions
In these general terms and conditions, the terms below have the meaning given next to them, unless indicated otherwise.
Contractor
Slicks.
Client
Any natural or legal person with whom Slicks concludes an agreement, or with whom Slicks is negotiating the conclusion of an agreement, or to whom Slicks issues a quotation.
Assignment
The work to be carried out by Slicks, as mutually agreed between the client and Slicks, and the conditions under which this must take place.
2. General
2.1 These general terms and conditions apply to all offers, quotations, work, assignments and agreements between Slicks and its client(s) to which Slicks has declared these terms applicable, insofar as no written departure from these terms has been agreed.
2.2 These terms also apply to assignments with Slicks in which third parties are involved.
2.3 If one or more provisions of these general terms and conditions should lapse, the remaining provisions will remain in force. In that case the parties will consult with each other to agree on replacement provisions, taking the purpose and intent of the original provision into account as far as possible.
3. Quotations
3.1 Quotations from Slicks are based on the information provided by the client. The client warrants that, to the best of their knowledge, they have provided all information essential to the setup, execution and completion of the assignment. Quotations issued by Slicks are without obligation and are valid for 30 days, unless stated otherwise. Slicks is only bound by a quotation if its acceptance is confirmed in writing by the other party within 30 days, unless stated otherwise.
3.2 Prices stated in quotations are exclusive of VAT, other government levies, and other costs incurred for the assignment, such as shipping and administration costs, unless stated otherwise.
3.3 If the acceptance deviates (on minor points) from the offer contained in the quotation, Slicks is not bound by it. The assignment will then not be established on the basis of that deviating acceptance, unless Slicks indicates otherwise.
3.4 A composite price quotation does not oblige Slicks to perform part of the assignment for a corresponding part of the quoted price.
3.5 Quotations do not automatically apply to future assignments.
4. Provision of information and cooperation
4.1 The client shall provide Slicks in good time with all documents, information and contacts required for the proper execution of the assignment.
4.2 If the client outsources the same assignment to multiple designers or design agencies, the client must inform Slicks of this and state which designers/design agencies are involved.
5. Performance of the agreement
5.1 Slicks shall carry out the work under the assignment to the best of its insight, expertise and ability.
5.2 Insofar as necessary for the proper execution of the assignment, Slicks has the right to have (parts of) the work carried out by third parties. Slicks will make every effort to achieve the agreed obligations and quality.
5.3 Slicks accepts no liability for work carried out by third parties, insofar as those third parties have entered into a separate agreement with the client.
5.4 Slicks is not liable for damage arising because it relied on incorrect and/or incomplete information provided by the client, unless Slicks should have been aware of the inaccuracy or incompleteness.
5.5 The client is obliged to provide, in good time, complete, proper and clear data or materials. The delivery of incomplete, improper and/or unclear data or materials remains at the client’s risk.
5.6 Slicks is not liable for damage resulting from malfunctioning of software and/or applications of third parties that are used.
5.7 If it has been agreed that the assignment will be carried out in phases, Slicks may suspend the execution of the parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.
5.8 If work is carried out for the assignment by Slicks or by third parties engaged by Slicks at the client’s location or a location designated by the client, the client shall provide, free of charge, the facilities reasonably required by those staff.
5.9 The client and Slicks undertake, upon entering into the agreement, to treat all information confidentially.
6. Changes to the assignment, additional work
6.1 The client accepts that the schedule of the assignment may be affected if the parties decide, during the course of the assignment, to change the approach, method or scope of the assignment and the resulting work. If the client makes interim changes to the execution of the assignment, Slicks will make the necessary adjustments on the client’s instructions. If this results in additional work, Slicks will invoice this to the client as an additional assignment. Slicks may charge the client the additional costs of changing the assignment.
6.2 Notwithstanding paragraph 1, Slicks will not charge additional costs if the change or addition to the assignment is the result of circumstances attributable to Slicks.
7. Publication and reproduction
Both Slicks and the client must give each other the opportunity to check and approve the final models, prototypes or proofs of the design before proceeding to publication and/or reproduction.
8. Contract duration; delivery period
Delivery periods agreed between the client and Slicks are indicative and are not to be regarded as final deadlines, unless otherwise agreed in writing. In the event of changes to the original agreement, the agreed delivery time may be exceeded.
9. Rates
9.1 Unless the parties have agreed otherwise in writing, Slicks sets its rate according to its hourly rate.
9.2 Slicks’s rate includes the costs of secretarial work and telephone costs. Slicks charges travel time at half the hourly rate. Travel and accommodation expenses are charged in accordance with the arrangements in the quotation. For all quotations, Slicks only charges the time actually spent, and in the event of a threatened overrun of more than 5% of the quoted amount, Slicks will invoice this after consultation with the client.
9.3 All amounts are exclusive of VAT.
9.4 If Slicks and the client agree on an hourly rate, Slicks is nevertheless entitled to increase that rate without the client being entitled to dissolve the agreement on that ground, if the increase results from a statutory power or obligation, or has its cause in a rise in the price of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
9.5 Slicks may, without prior written notice, increase the rate agreed in the quotation as of 1 January of each calendar year by no more than the inflation percentage published by Statistics Netherlands (CBS) for the preceding year.
9.6 In the event of a price increase beyond inflation, Slicks may also increase its prices. The client may cancel the assignment in the event of an annual increase of more than 10%. The client may not do so where the increase results from statutory requirements.
9.7 Slicks will inform the client in writing of its plans to increase the rate, including the amount and effective date thereof.
9.8 If the client does not agree with a planned increase by Slicks of more than 10%, the client may cancel the assignment in writing within two weeks of notification thereof, with effect from the effective date of the increase stated in Slicks’s notification.
10. Payment terms
10.1 Payment must be made within seven (7) days of the invoice date, unless agreed otherwise.
10.2 After the due date the client is automatically in default and Slicks is entitled to charge statutory interest. Interest is calculated on the amount due from the moment the client is in default until the amount has been paid in full. The costs of a reminder, formal notice and demand are for the client’s account.
10.3 Slicks is entitled to apply payments made by the client first to the costs, then to accrued interest, and finally to the principal sum and current interest. Slicks may, without thereby being in default, refuse an offer of payment if the client designates a different order for the allocation of the payment. Slicks may refuse full repayment of the principal sum if this does not also settle the accrued and current interest and collection costs.
10.4 In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the client, Slicks’s claims against the client become immediately due and payable.
10.5 If the client fails to meet its obligations, all costs incurred in order to collect the amounts owed, both judicial and extrajudicial, are for the client’s account.
11. Copyright, design rights and ownership
11.1 All items supplied by Slicks, including designs, sketches, drawings, software and (electronic) files, remain the property of Slicks until the client has fulfilled all of its obligations.
11.2 The client is not entitled to pledge or otherwise encumber the items subject to retention of title.
11.3 If third parties levy attachment on the items supplied under retention of title, or wish to establish or enforce rights to them, the client must notify Slicks of this as soon as can reasonably be expected.
11.4 The client is obliged to insure and keep insured the items supplied under retention of title against fire, explosion, water damage and theft, and to provide the policy of this insurance for inspection immediately upon request.
11.5 The items supplied by Slicks that, pursuant to paragraph 1 of this article, are subject to retention of title may only be resold in the ordinary course of business and may never be used as a means of payment.
11.6 If Slicks wishes to exercise its ownership rights as referred to in this article, the client grants Slicks – or third parties designated by Slicks – unconditional and irrevocable permission to enter all locations where Slicks’s property is located in order to repossess those items.
11.7 Investigation into the existence of rights
Slicks is not obliged to investigate whether relevant rights exist in relation to the assignment/client.
11.8 Name attribution
Unless the work does not lend itself to it, Slicks is at all times entitled to have its name placed on or with the work, or to have it removed, and the client is not permitted to publish or reproduce the work without prior consent, without stating Slicks’s name.
12. Use and licence
12.1 The assignment agreement records where the design will be used. If the client wishes to extend that use, this will take place in consultation with Slicks. This licence remains valid for as long as the client meets the related financial obligations. Use by third parties is only permitted with Slicks’s written consent.
12.2 The client may not make changes to the preliminary or final designs without Slicks’s written consent. Slicks must first be given the opportunity to carry out any change desired by the client. A fee is payable for this, based on the rates applied by Slicks.
12.3 Slicks is free to use all designs for its own promotion and/or publicity.
13. Fee
13.1 In addition to the agreed fee, costs incurred in connection with the assignment, such as travel, administration and transport costs and costs of third parties, will also be charged. Unless expressly stated otherwise, price quotations are exclusive of VAT.
13.2 If Slicks has to carry out more or different work as a result of incorrectly supplied data or materials in the assignment, this work will be charged separately. Changes to the assignment that result in lower costs/work will lead to a reasonable reduction of the amount previously agreed between the client and Slicks.
13.3 Payments must be made within seven (7) days of the invoice date. If Slicks has not received (full) payment after this period has expired, the client is in default and owes statutory interest on the invoiced amount. All costs incurred by Slicks, such as legal costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments, are for the client’s account. Extrajudicial costs are set at a minimum of 10% of the invoice amount, with a minimum of EUR 125 exclusive of VAT.
13.4 Slicks is entitled to invoice its fee monthly for work performed and costs incurred for the execution of the assignment.
13.5 If the client fails to meet its payment obligations to Slicks, Slicks is entitled to suspend all rights and deliverables transferred in connection with the agreement until the payment obligation has been met. Until that time, the client may not use the designs. Slicks may require sufficient security for payment and is entitled to halt the assignment if such security cannot be provided.
13.6 All deliveries resulting from the full or partial execution of the assignment take place subject to the condition subsequent of payment.
14. Cancellation and termination of the assignment
14.1 If the execution of the assignment or the delivery of the work is delayed or cancelled due to default or force majeure on the part of the client, the client must pay the full agreed amount as well as the costs already incurred, without prejudice to Slicks’s right to claim further costs or damages.
14.2 If a product has been manufactured according to the client’s specifications, no right of return applies. Such products cannot be returned.
14.3 If the client fails to meet any obligations, in whole or in part, or fails to do so in time, or in the event of the client’s bankruptcy, suspension of payment or liquidation, the client is deemed to be in default through no further notice being required. In these cases Slicks has the right, without notice of default and/or judicial intervention, to suspend or dissolve the agreement in whole or in part, without being liable for any damages.
14.4 In the event of full or partial cancellation of the assignment by the client, the client must reimburse all costs incurred in connection with the agreement, without prejudice to Slicks’s right to compensation for loss of profit and costs and/or damage arising from the cancellation.
15. Liability
15.1 For accepted assignments, Slicks has a best-efforts obligation. If Slicks should be liable, that liability is limited to what is set out in this provision.
15.2 Slicks is not liable for damage resulting from malfunctioning of software and/or applications of third parties that are used.
15.3 Slicks is not liable for damage of any kind arising because Slicks relied on incorrect and/or incomplete information provided by or on behalf of the client.
15.4 Slicks is only liable for direct damage. Indirect damage is understood to mean exclusively: the reasonable costs of determining the cause and extent of the damage, insofar as this relates to damage within the meaning of these terms; any reasonable costs incurred to make Slicks’s defective performance comply with the agreement, insofar as these can be attributed to Slicks; and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs led to a limitation of direct damage as referred to in these terms. Slicks is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
15.5 If Slicks should be liable for any damage, Slicks’s liability is limited to a maximum of twice the amount stated on Slicks’s invoice, or to the amount paid out by Slicks’s insurer in the relevant case.
15.6 The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence on the part of Slicks or its managerial subordinates.
15.7 The client indemnifies Slicks against all third-party claims for damages arising in any way from unlawful or improper use of the products and services supplied to the client by Slicks.
15.8 Account must be taken of the fact that information obtained or sent via the internet is freely accessible, given the large number of nodes on the internet involving human intervention, the use of local networks and wireless communication. Slicks cannot be held liable for damage of any kind caused by the transmission of confidential or secret information. Slicks is not liable for the security of, or misuse by third parties of, data that is stored.
15.9 Slicks’s liability for an attributable failure in the performance of an agreement arises only if the client gives Slicks immediate and proper written notice of default, allowing a reasonable period to remedy the failure, and Slicks continues, even after that period, to fail attributably in the performance of its obligations.
16. Indemnities
The client indemnifies Slicks against claims by third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to a party other than Slicks. If Slicks is held liable by third parties on that basis, the client is obliged to assist Slicks both out of court and in legal proceedings and to do immediately everything that may be expected in that case. If the client fails to take adequate measures, Slicks is entitled, without notice of default, to do so itself. All costs and damage incurred by Slicks and third parties as a result are entirely for the account and risk of the client.
17. Force majeure
17.1 The parties are not required to fulfil an obligation if hindered by circumstances not attributable to fault, and which, under the law, are not for their account under a juridical act or generally accepted standards.
17.2 Force majeure is understood to include – in addition to what is understood under law and case law – all external causes, foreseen or unforeseen, over which Slicks has no influence, but as a result of which Slicks is unable to fulfil its obligations. Strikes at Slicks’s business and illness and/or incapacity for work are also included.
17.3 Slicks also has the right to invoke force majeure if the circumstance preventing (further) performance arises after Slicks should have fulfilled its obligations.
17.4 During a period of force majeure, the parties may suspend their obligations. If the force majeure situation lasts longer than two months, either party may dissolve the agreement, without any obligation to pay damages to the other party.
17.5 If, at the time force majeure occurs, Slicks has already partly fulfilled its obligations, or will be able to fulfil them, Slicks may invoice this part separately. The client shall then settle this invoice as if it concerned a separate assignment.
18. Confidentiality
18.1 Both parties are obliged to keep confidential any confidential information they have obtained for the assignment. Information is deemed confidential if this is stated by the other party or if this follows from the nature of the information.
18.2 If Slicks is required, pursuant to a statutory provision or a court ruling, to disclose confidential information to third parties designated by law or by the competent court, and cannot invoke a statutory right of non-disclosure recognised or permitted by the competent court, Slicks is not liable to pay damages or compensation, and the other party is not entitled to dissolve the assignment on the basis of the damage this causes.
19. Intellectual property and copyright
Slicks reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property legislation and regulations. Slicks has the right to use the knowledge gained on its part through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the client is thereby disclosed to third parties.
20. Inspection, complaints and claims
20.1 The client is obliged to carefully examine layout, print or other proofs or concepts supplied by Slicks for errors and defects, and to return them to Slicks, corrected or approved, within 5 working days of receipt. In the absence of (timely) return, the client is deemed to have approved the proofs.
20.2 The client is obliged to have the services inspected carefully immediately upon arrival at the place of destination. Complaints must be reported to Slicks in writing no later than 5 working days after delivery of the services. Complaints never give the client any right to suspend payment of the agreed price or additional costs, in whole or in part, while any appeal to set-off is expressly excluded, nor any right to grant a licence. Defects that could not reasonably have been discovered within the stated period must be reported to Slicks in writing immediately upon discovery and no later than 30 days after delivery of the services.
20.3 The client cannot derive any rights from the handling of a complaint. Once a complaint has been found to be justified, Slicks is always entitled to replace the service in question.
21. Other terms
General and special terms and conditions of the client are only binding if they do not conflict with Slicks’s terms and conditions and Slicks has accepted those terms in writing.
22. Applicable law
Dutch law applies to these terms, to the agreement Slicks concludes with the client, to its formation, and to all quotations and order confirmations issued by Slicks. This also applies if an obligation is performed wholly or partly abroad, or if the client resides or is established abroad.
23. Competent court
Disputes arising from the agreement concluded between the client and Slicks are subject to the exclusive jurisdiction of the District Court of Amsterdam (Rechtbank Amsterdam).