General terms and conditions
These general terms and conditions apply to all quotations and agreements resulting therefrom between Louvels.dev B.V., established in Rotterdam, Chamber of Commerce number 86434357, and its counterparties (“Client”).
Applicability
These general terms and conditions apply to all quotations and agreements resulting therefrom between Louvels.dev B.V., established in Rotterdam, Chamber of Commerce number 86434357, and its counterparties (“Client”). Provisions or conditions stipulated by Client that deviate from, or do not appear in, these general terms and conditions shall only be binding on Louvels.dev B.V. if and insofar as this has been expressly agreed in writing.
Quotation and acceptance
Louvels.dev B.V. shall draw up a quotation in which Louvels.dev B.V. indicates which activities (“the Services”) Louvels.dev B.V. offers to perform, what is included in the Services, and what amount shall be payable for them. Only the description of the Services set out in the quotation is binding. In general, the Services comprise maintenance of Client’s hardware and software, the development of custom software at Client’s request, the supply of licensed software, the provision of remote support, the provision of on-site support to Client’s employees, and everything connected therewith. Other activities shall only be performed if stated in the quotation. A quotation is entirely without obligation and valid for 30 days after it is sent, unless stated otherwise in the quotation. Louvels.dev B.V. can never be obliged to accept an acceptance received after this period, but if Louvels.dev B.V. nevertheless proceeds to do so, the quotation shall be deemed accepted. The agreement is formed at the moment the notice of acceptance of the quotation by Client is received by Louvels.dev B.V. Client shall place an electronic signature for approval in a manner to be specified. If Client does not explicitly indicate its agreement with the quotation, but nevertheless consents to, or creates the impression that, Louvels.dev B.V. is performing activities that fall within the description of the Services, the quotation shall be deemed accepted. This also applies where Client requests Louvels.dev B.V. to perform certain activities without awaiting a formal quotation. Changes to the Services are only possible with the consent of both parties, except insofar as otherwise provided elsewhere in these terms and conditions. Louvels.dev B.V. shall carry out requested additional work at its usual hourly rate.
Performance of the Services
Once the agreement has been formed, the Services shall be carried out by Louvels.dev B.V. as soon as reasonably possible in accordance with the quotation, taking into account Client’s reasonable wishes. Client shall do and refrain from doing everything that is reasonably desirable and necessary to enable the proper and timely performance of the Services. In particular, Client shall ensure that all data that Louvels.dev B.V. indicates is necessary, or that Client should reasonably understand to be necessary for performing the Services, is provided to Louvels.dev B.V. in good time. Client shall grant Louvels.dev B.V. access to all locations, services and accounts under its management (such as web hosting accounts) that Louvels.dev B.V. reasonably needs in order to deliver the Services. In special cases it may be agreed that Client itself shall upload the required data or implement changes to these services or accounts. Louvels.dev B.V. guarantees that the Services shall be performed with care, diligence and to the best of its ability. Louvels.dev B.V. is entitled, but never obliged, to examine the accuracy, completeness or consistency of the source materials, requirements or specifications made available to it, and, upon discovering any deficiencies, to suspend the agreed activities until Client has remedied the relevant deficiencies. Unless otherwise agreed, Louvels.dev B.V. is not a party to the supply of third-party services, such as software licences or hosting required for the Services, even if Louvels.dev B.V. procures these services on Client’s behalf. For software licences supplied as a Service, whether Louvels.dev B.V. or the supplier is Client’s contractual counterparty depends on the supplier. Louvels.dev B.V. shall provide adequate information about this. Louvels.dev B.V. has the right to (temporarily) not deliver, or to deliver only to a limited extent, the Services if Client fails to fulfil an obligation towards Louvels.dev B.V. under the agreement or acts in breach of these general terms and conditions. Louvels.dev B.V. shall make efforts to respond to a request from Client as quickly as possible, but cannot make any firm commitments regarding timing, unless otherwise agreed in the quotation.
Development of Services
If a Service is aimed at the creation of Works, including but not limited to the development, configuration and/or adaptation of Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or house styles (hereinafter: “Works”), the provisions of this article shall apply thereto. Louvels.dev B.V. does not provide any guarantees with respect to functioning when used with non-current or outdated operating systems, browsers, plugins, scripts, other software, and hardware, unless and insofar as otherwise stated in the quotation. Louvels.dev B.V. is entitled, but never obliged, to examine the accuracy, completeness or consistency of the source materials, requirements or specifications made available to it, and, upon discovering any deficiencies, to suspend the agreed activities until Client has remedied the relevant deficiencies. If a Service requires Client to supply source materials to Louvels.dev B.V., Client warrants at all times that it holds all licences necessary for the provision to, and the intended use by, Louvels.dev B.V. Client shall indemnify Louvels.dev B.V. against third-party claims regarding infringement of these rights. Unless otherwise agreed, Louvels.dev B.V. has the right to make use of images, software and components of third parties, including stock photos and open source software, when developing, configuring or adapting Works. After delivery, responsibility for correct compliance with the relevant third-party licences when using the developed Works rests with Client. Louvels.dev B.V. shall adequately inform Client about the applicable licence terms. Client shall indemnify Louvels.dev B.V. against third-party claims relating to the installation and licensing of the software, except insofar as the claims result from information or licences supplied by Louvels.dev B.V. Louvels.dev B.V. shall make the Works available electronically in an appropriate manner. Louvels.dev B.V. shall never make the source files (such as, but not limited to, PSD, HTML/CSS or PHP code) of delivered Works available to Client or third parties. Louvels.dev B.V. shall retain the source files of the Works for as long as Louvels.dev B.V. performs Services for Client, or it is plausible that Louvels.dev B.V. will perform Services for Client. Louvels.dev B.V. is entitled to delete the source files after this period. If Client only places follow-up orders regarding these Works after this period, Louvels.dev B.V. is entitled to charge costs for redeveloping, restoring or retrieving these source files.
Delivery and acceptance
Louvels.dev B.V. shall deliver the Works to be developed or adapted, or parts thereof, when these, in its professional opinion, meet the specifications or are suitable for use. Client shall subsequently evaluate the delivered item within 14 days after delivery and either approve or reject it. If Client does not reject the delivered item within this period, the delivered item shall be deemed accepted. If a Work is delivered in phases, Client shall, after delivery of each phase, approve or reject the part of the Work relating to that phase in the manner set out in the previous paragraph. Client may not base an approval or rejection in a later phase on aspects that were approved in an earlier phase. If Client rejects the delivered item in whole or in part, Louvels.dev B.V. shall make efforts to remove the reason for rejection as soon as possible. Louvels.dev B.V. may do so by revising the result or by giving reasoned grounds why the objection does not apply. Client shall then have a period of 14 days to approve or reject the revision or the reasoning. If, following the first revision or reasoning, Client has rejected the delivered item in whole or in part, a reasonable number of revision rounds shall follow, as determined by Louvels.dev B.V. If a party indicates that it no longer considers further revisions useful, both parties shall be entitled to terminate the agreement with respect to the rejected part. In that case, Client shall reimburse the hours actually spent by Louvels.dev B.V., up to a maximum of the quoted amount for the rejected part. Client shall not thereby become entitled to use the rejected item in any way whatsoever. Louvels.dev B.V. may only terminate after having indicated, in a revision or reasoning, that it is the last one and Client again rejects it in whole or in part. After acceptance of the delivered item, all liability for defects in the delivered item lapses, unless Louvels.dev B.V. was aware of the defect or should have been aware of it at the time of acceptance. In any event, all liability for defects in a Work lapses after one year has elapsed following termination of the Agreement, for whatever reason.
Intellectual property rights
Louvels.dev B.V. uses open source software for its activities, the rights to which are held by third parties. For works created by Louvels.dev B.V. itself, including Works created bespoke for Client, the rights are held by, and remain with, Louvels.dev B.V., unless it is agreed in writing with Client that the rights are transferred. If the licence of certain open source software entails that Client may only distribute (parts of) the software as open source, Louvels.dev B.V. shall inform Client of this in good time. Client is only entitled to make changes to Works it receives if this has been explicitly agreed. Works developed by Louvels.dev B.V. remain the property of Louvels.dev B.V. Client receives a non-exclusive right of use. Client is not permitted to remove or alter any indication regarding copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials. Louvels.dev B.V. is permitted to take technical measures to protect the materials. If Louvels.dev B.V. has secured the materials by means of technical protection, Client is not permitted to remove or circumvent this protection. Any use, reproduction or disclosure of the materials that falls outside the scope of the agreement or the granted rights of use shall be regarded as a copyright infringement. Client shall pay Louvels.dev B.V. an immediately payable penalty, not subject to judicial mitigation, of €10,000.00 per infringing act. This does not affect Louvels.dev B.V.’s right to claim compensation for damage caused by the infringement or to take other legal measures to bring the infringement to an end.
Installation and maintenance of Works
If third-party licences are required for the use of Works, Client shall procure these licences and ensure that the provisions contained therein are strictly complied with. Client shall indemnify Louvels.dev B.V. against third-party claims relating to the installation and licensing of the software, except insofar as the claims result from information or licences supplied by Louvels.dev B.V. If maintenance has been agreed as a Service, Louvels.dev B.V. shall further make efforts to adapt the Works at Client’s request in order to improve functionality and to correct errors. However, Louvels.dev B.V. is always entitled to refuse such a request if, in its judgement, it is not feasible or could impede the proper functioning or availability of the software. Such maintenance shall be invoiced on an hourly basis unless otherwise agreed. If Client wishes to independently implement a change to a Work, this shall be done entirely at Client’s own risk and responsibility, unless Client has reported the desired change to Louvels.dev B.V. in advance and we have approved it in writing. Louvels.dev B.V. may attach conditions to this approval. In the event of changes made without its approval, Louvels.dev B.V. may refuse further maintenance on the modified item or carry it out at a surcharge on the hourly rate.
Changes to the Services
All changes to the Services, whether at Client’s request or as a result of the fact that a different execution is necessary due to any circumstances whatsoever, shall be regarded as additional work where extra costs are involved, and as reduced work insofar as this results in lower costs. These shall be invoiced to Client accordingly. If Louvels.dev B.V. has to perform more work than it should have foreseen at the time of the quotation, or has to work under more onerous circumstances than were known or ought to have been known to it when entering into the agreement, Louvels.dev B.V. is entitled to charge the resulting additional costs to Client. A condition for the right under the previous paragraph is that Louvels.dev B.V. has informed Client in good time about the circumstances and additional costs referred to therein. If Client does not agree with the additional costs concerned, it has the right to cancel the part of the additional work not yet carried out, without any right to a refund or waiver of the costs of additional work already carried out.
Prices and payment
All prices are in euros, unless otherwise agreed with Client. Invoicing takes place on the basis of the hours actually spent by Louvels.dev B.V. Louvels.dev B.V. shall send Client an electronic invoice for the amounts owed by Client. The payment term for invoices is 14 days after the invoice date, unless a longer payment term is stated on the invoice. If Client does not pay on time, it shall be in default by operation of law from 14 days after the invoice date, without any notice of default being required. If a due amount is not paid within the payment term, statutory interest shall be owed on the outstanding invoice amount. If Client believes that (part of) an invoice is incorrect, it must report this to Louvels.dev B.V. within the payment term. The payment obligation for the disputed part (but not the remainder) is suspended until Louvels.dev B.V. has investigated the report. If, after investigation by Louvels.dev B.V., it turns out that the dispute was unfounded, Client must still settle the disputed amount within seven days. In the event of late payment, Client shall, in addition to the amount owed and the interest accrued thereon, be liable for full compensation of both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. The claim for payment is immediately due and payable if Client is declared bankrupt, applies for a suspension of payments, or if a general attachment is levied on Client’s assets, if Client dies, or if Client is liquidated or dissolved. Once per calendar year, Louvels.dev B.V. is entitled to adjust the rates applied on the basis of the then-published consumer price index (CPI), whereby an increase may never exceed 5%. Louvels.dev B.V. shall notify Client of rate changes at least 2 (two) months in advance. In the event of a price increase, Client has the right to terminate the agreement, subject to a notice period of 1 (one) month. All prices invoiced by Louvels.dev B.V. are exclusive of taxes (VAT) and other government-imposed levies. Client is obliged to pay the amounts arising from the agreement to Louvels.dev B.V. If Client consists of several natural and/or legal persons, each of these persons shall be jointly and severally liable for meeting the payment obligations. If evidence needs to be provided regarding the services performed and the amounts owed by Client in respect thereof, all relevant documents and data from Louvels.dev B.V.’s systems and records shall constitute full proof, without prejudice to Client’s right to provide evidence to the contrary.
Confidentiality
Parties shall treat information they provide to each other before, during or after the performance of the agreement as confidential where this information is marked as confidential or where the receiving party knows or ought to know that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on any third parties they engage to perform the agreement. Louvels.dev B.V. may use the knowledge it has gained in performing the agreement for other assignments, insofar as no information belonging to Client is thereby made available to third parties in breach of confidentiality obligations. The obligations under this article shall continue to exist after termination of the agreement for whatever reason, for as long as the party providing the information can reasonably claim the confidential nature of the information.
Liability
Louvels.dev B.V. is only liable towards Client in the event of an attributable failure to perform the agreement, and solely for substitute damages, that is, compensation for the value of the performance not rendered. Any liability of Louvels.dev B.V. for any other form of damage is excluded, including but not limited to additional compensation of any kind, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data, as well as damage due to exceeding deadlines as a result of changed circumstances. In the event of liability under the preceding articles, Louvels.dev B.V. shall only be liable to reimburse the quoted amount. Louvels.dev B.V.’s liability for attributable failure to perform the agreement only arises if Client gives Louvels.dev B.V. immediate and proper written notice of default, setting a reasonable period within which to remedy the failure, and Louvels.dev B.V. remains attributably in default of its obligations even after that period. The notice of default must contain as detailed a description of the failure as possible, so that Louvels.dev B.V. is able to respond adequately. Client’s claim against Louvels.dev B.V. lapses after twenty-four months have elapsed since the claim for damages arose. In the event of force majeure, which shall in any case be understood to include disruptions or failures of the internet, the telecommunications infrastructure, power outages, domestic unrest, mobilisation, war, transport obstructions, strikes, lockouts, business disruptions, stagnation in supplies, fire, flooding, import and export restrictions, and cases where Louvels.dev B.V. is prevented from delivering by its own suppliers, regardless of the reason, such that performance of the agreement cannot reasonably be required of Louvels.dev B.V., performance of the agreement shall be suspended, or the agreement shall be terminated once the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.
Term and termination
This agreement is entered into for the term required for delivery of the Services. The agreement may only be terminated in the interim as provided in these general terms and conditions, or with the consent of both parties. Client may terminate a Service aimed at the development or adaptation of Works in the interim against payment of a settlement sum equal to the hours spent, at the hourly rate applicable within Louvels.dev B.V. If certain Services are, by their nature, provided for an indefinite period (such as maintenance), the agreement for these Services shall be deemed to have been entered into for successive periods of one year each. Both parties may terminate the agreement in writing at the end of each such period, subject to a notice period of two months. Upon termination, cancellation or dissolution for whatever reason, Louvels.dev B.V. is entitled, immediately after the date on which the agreement ends, to erase or render inaccessible all stored data and to close all of Client’s accounts. In that case, Louvels.dev B.V. is not obliged to provide Client with a copy of this data.
Changes to the agreement
Once accepted, the agreement may only be amended by mutual consent. If the agreement is a continuing performance contract, Louvels.dev B.V. is nevertheless entitled, once per calendar year, to unilaterally amend or supplement these general terms and conditions. It shall notify Client of this at least two months before the amendments or additions take effect. Changes to the general terms and conditions may, however, never override a specific agreement. If Client objects within this period, Louvels.dev B.V. shall consider whether or not it wishes to withdraw the objectionable amendments or additions. Louvels.dev B.V. shall notify Client of this decision. If Louvels.dev B.V. does not wish to withdraw the objectionable amendments or additions, Client has the right to terminate the agreement as of the date on which they take effect. Louvels.dev B.V. may implement changes to these general terms and conditions at any time if these are necessary due to changed statutory regulations. Client may not object to such changes. All changes to the performance of a Service, whether at Client’s request or as a result of the fact that a different execution is necessary due to any circumstances whatsoever, shall be regarded as additional work where extra costs are involved, and as reduced work where this results in lower costs. Client understands that changes to the agreement and/or the arising of additional work may affect the agreed or expected completion date of all arrangements made under the Agreement.
Final provisions
Dutch law applies to this agreement. Insofar as not otherwise prescribed by mandatory law, all disputes that may arise in connection with this agreement shall be submitted to the competent Dutch court for the district in which Louvels.dev B.V. is established. If any provision of this agreement proves to be void, this shall not affect the validity of the agreement as a whole. In that case, the parties shall establish (a) new provision(s) as a replacement, which shall, to the extent legally possible, reflect the intent of the original agreement and these general terms and conditions. For the purposes of these terms and conditions, “in writing” also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties shall make efforts to confirm receipt and content of communication by e-mail. The version of any communication received or stored by Louvels.dev B.V. shall be deemed authentic, subject to proof to the contrary to be provided by Client. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, Louvels.dev B.V. is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.