IT IS HEREBY AGREED

ARTICLE 1.

Definitions Daasign B.V. (“Daasign,” “we,” “us,” or “our”)

General Terms and Conditions: These general terms and conditions relate to the services provided by Daasign, with its registered office in Rotterdam at Aert van Nesstraat 45, entered in the Rotterdam register of companies under number 75717360.

Client: The natural person or legal entity with whom or which the agreement to supply Daasign's products and services has been concluded.

Products and Services: The products and services to be supplied or performed by Daasign, including but not limited to the design, production and publication of a website, HTML email, desktop application, web application, mobile application, icons, illustrations, taking, branding, workshops, consultancy, devops, and supplying photographs and all other additional and supporting products and services.

Agreement: Any mutual acceptance, confirmed either verbally, in writing, on the website using a digital form or by email, of the provision of one or more of Daasign's products or services.

ARTICLE 2. Applicability

2.1 These General Terms and Conditions relate to all agreements and legal relationships between Daasign and the Client. Deviations to these General Terms and Conditions shall only be valid if and to the extent that they have expressly been agreed in writing or electronically. In all cases not fully or partially covered by these General Terms and Conditions, the general terms and conditions of the Federation of Dutch Trade Associations for Information Technology (FENIT) shall apply.

2.2 Any general terms and conditions of the Client or third parties shall not be binding for Daasign and shall not apply unless stated otherwise and agreed upon in writing or by email.

ARTICLE 3. Quotations and acceptance

3.1 All quotations and estimates issued by or on behalf of Daasign shall be free of obligation, unless stated otherwise by Daasign in writing or by email.

3.2 An offer or quotation issued by Daasign shall be valid for a period of 30 days, unless stated otherwise.

ARTICLE 4. Duration and termination

4.1 The termination of the Agreement must take place in writing, taking the following stipulations into account:

• The Client shall be obliged to pay 15% of the total amount if the Agreement is terminated before Daasign has delivered the products or services.
• The Client shall be obliged to pay 50% of the total amount if the Agreement is terminated once Daasign has already started to deliver (parts of) the products or services.
• The Client shall be obliged to pay 80% of the total amount if the Agreement is terminated once Daasign has already started to deliver (parts of) the products or services and the Client has failed to communicate with Daasign.

4.2 Daasign shall be entitled to terminate the agreement without formal notice or judicial intervention and with immediate effect if the Client is declared bankrupt, has requested or been granted a suspension of payment or has otherwise lost the free disposal of its assets. In this case, the latter party shall not be entitled to any compensation.

4.3 Without prejudice to the stipulations of the remaining articles, Daasign shall be entitled to terminate the agreement with immediate effect and without judicial intervention if:

• The Client is disseminating information which contravenes (inter)national legislation and regulations
• The Client is disseminating information which is discriminatory in respect of appearance, race, religion, gender, culture or ethnic origin or could otherwise be regarded as offensive
• The Client acts unlawfully towards Daasign
• The Client carries out other activities as a result of which Daasign suffers a loss or is in danger of doing so

ARTICLE 5. Force majeure

5.1 With regard to the agreement, force majeure shall be taken to mean everything which is implied by this term by virtue of the law and in case law.

5.2 Daasign shall not be obliged to comply with its obligations arising by virtue of the agreement if such compliance is rendered impossible as a result of force majeure.

ARTICLE 6. Prices and payment

6.1 All prices stated by Daasign, as well as the agreed prices, exclude 21% VAT and any other charges arising by virtue of legal stipulations. The Client shall furthermore owe the payments which arise by virtue of these terms and conditions.

6.2 The Client's payment obligation shall enter into force on the day on which the agreement is concluded.

6.3 The costs owed shall be charged subject to the advance payment of 50% of the total invoice amount, unless agreed otherwise, and must be paid within 7 days of the invoice date, failing which Daasign reserves the right to stop providing products and services either temporarily or otherwise.

6.4 For each payment period, Daasign shall send the Client an invoice for the costs connected with the agreement and these terms and conditions.

6.5 Payment must always be made within 30 days of the invoice date, with the exception of the advance payment.

6.6 If the Client has not paid on time, the Client shall be notified of this fact and another payment deadline shall be established. If payment is not made before this new deadline expires, the Client shall be in default without any formal notice being required. From then on, all judicial and extrajudicial collection costs shall be borne in full by the Client.

6.7 If the Client feels that the costs which have been charged are incorrect, the Client may make its objections known to Daasign within 7 working days of the invoice date by means of a registered letter. After receiving the objection, Daasign will investigate whether the invoice amount is correct.

6.8 The Client shall be in default as soon as the payment which is owed has not been paid to Daasign through the fault of the Client.

6.9 If the amounts owed are not received through the fault of the Client, Daasign shall charge interest for late payment which is equal to the statutory interest rate and shall be owed from the moment the Client enters into default up to the moment of collection.

ARTICLE 7. Reservation of Title

7.1 All intellectual property rights, including but not limited to all existing and future rights and claims relating to, or with regard to the use of, copyrights and related rights, trade name rights, brand rights, domain names, patent rights, model rights and database rights with regard to the Products and Services or matters connected therewith, shall exclusively rest with Daasign.

7.2 The client is not permitted to reproduce material prepared or supplied by Daasign for commercial purposes without having first received written consent to this end from Daasign.

7.3 If the Client infringes any stipulations of the previous articles, including but not limited to the reuse of material or parts thereof, optionally after (copying) operations, the Client is acting in an unauthorized manner and shall therefore automatically be in default. Daasign shall be entitled to demand a payment for the transfer of the property rights.

7.4 All source files shall remain the property of Daasign unless agreed otherwise. Daasign is not obliged to supply these source files.

7.5 Daasign shall be entitled to include the supplied (end) products, in full or in part and not limited to, its portfolio or in other communication, unless agreed otherwise in writing.

7.6 The Client is permitted to claim all the property rights referred to in paragraph 7.1 and source files mentioned in paragraph 7.4, as long as the Client makes a reasonable payment for these rights. Reasonable payment is the equivalent of the first estimate that has been agreed upon that has a minimum total amount of €25,000, unless stated otherwise on the estimate.

ARTICLE 8. Liability

8.1 In the event of attributable shortcomings in the fulfillment of the agreement, Daasign shall only be liable for replacement compensation, i.e. payment of the value of the product or service which was not supplied. Any liability on the part of Daasign for any other form of loss is excluded.

8.2 In no case shall Daasign be liable for indirect losses, including consequential loss, loss of profit, anticipated profit, loss of income, loss of savings, anticipated savings, losses as a result of business stagnation or the loss of goodwill and reputation, the loss, exchange or damage of electronic data or any other losses.

8.3 The Client shall indemnify Daasign against all claims for compensation by third parties in respect of losses caused in any way whatsoever through the unlawful or negligent use of the Daasign products and services which have been supplied to the Client.

8.4 Daasign cannot be held liable for losses of any kind whatsoever caused by the sending of confidential or secret information over the internet.

8.5 Daasign shall not be responsible or liable for the content of the material supplied by the Client.

8.6 In no case can Daasign be held responsible for the content of the Product and Services which have already been delivered, irrespective of whether the Product and Services come in the form of a coded or programmed product, has a Content Management System.

8.7 The Client shall be liable for all losses suffered by Daasign as a result of a shortcoming in the fulfillment of the obligations arising from the agreement and these terms and conditions, which shortcoming can be attributed to the Client.

8.8 The Client must immediately inform Daasign in writing of any changes to the Client's details. If the Client does not do so, the Client shall be liable for any losses suffered by Daasign as a result.

8.9 Daasign is not liable for any changes, deletions, or loss of design files, or parts thereof, that reside within the client’s environment. The client is solely responsible for managing, securing, and backing up these files.

ARTICLE 9. Unavailability and/or limited use

9.1 Daasign shall have the right to (temporarily) make the supplied Products and Services and the sharing availability unavailable and/or limit the use thereof if the Client, with regard to the agreement, fails to comply with an obligation towards Daasign or contravenes these general terms and conditions. Daasign shall notify the Client of this fact in writing in advance, unless this cannot reasonably be required of Daasign. The obligation to pay the amounts owed shall also continue to exist during the period of unavailability and/or limited use.

9.2 The products supplied will once again be made available if the Client, within a period stipulated by Daasign, has fulfilled its obligations and has paid an amount (to be specified) for renewed access.

9.3 In respect of perceptible shortcomings, the Client must issue a claim in writing by means of a registered letter at the latest within 8 days of delivery, failing which any claim against Daasign shall lapse.

9.4 Claims in respect of any shortcomings which are not immediately obvious must take place in writing by means of a registered letter within 8 days after the shortcoming has been observed, could have been observed or ought to have been observed. If this is not the case, any claim against Daasign shall lapse.

9.5 If the claim is justified, the supplied products or services will be modified, replaced or reimbursed after mutual discussion.

9.6 A claim shall not suspend the obligations of the client.