General

Company: Roadmap Studios

Chamber of Commerce ID: 74991523

1. Definitions

1.1 Terms and Conditions: The terms and conditions as changed from time to time.

1.2 Client: Any (legal) person who wishes to enter into an agreement with the contractor or has entered into an agreement.

1.3 Contractor: Roadmap Studios, based in Leusden, the Netherlands.

1.4 Parties: Client and contractor jointly.

1.5 Agreement: An agreement established by both parties on document and or digital document in which the agreements relating to the work to be carried out by the contractor – and the work to be accepted by the client are laid down.

• Applicability

2.1 The terms and conditions apply to all (legal) transactions and any offers, contracts, services, etc. between parties, even if they were not to result in or not be related to an agreement.

2.2 Unless expressly agreed otherwise and in writing, the applicability of other general terms and conditions is excluded.

2.3 Derogations under these terms and conditions shall be valid only if they have been expressly agreed in writing between the two parties.

2.4 If a provision of the terms and conditions or agreement is found to be null and no, it does not affect the validity of the entire terms and conditions or agreement. The Parties shall enter into consultations to agree on a new provision to replace the nun or destroyed provision, taking into account as far as possible the purpose and scope of the nun or destroyed provision.

• Contract termination

3.1 An agreement shall only have working power if it has been signed or confirmed by both parties.

3.2 The contractor reserves the right not to implement a signed agreement without giving reasons, for example if it has reasonable doubt or information that the client will not be able to fulfil his (financial) obligations. If the contractor refuses, it will inform the client in writing of the refusal within 14 days of the signing of the contract or later unless there are reasonable grounds for doing so.

3.3 An agreement shall be entered into for the period of one year unless the parties have expressly and in writing agreed otherwise in the agreement.

3.4 Termination of an agreement shall be affected by registered mail and subject to a notice period of 1 week. If costs have already been incurred by the contractor, this will be passed on to the debtor.

3.5 Each party may terminate the contract in full or in part in writing without immediate effect if the other party is granted a partial or non-provisional suspension of payment or debt restructuring under the SSNP, if the other party is filed for bankruptcy or if the other party’s undertaking is liquidated or terminated other than for the purpose of reconstruction or amalgamation of undertakings. As a matter of this termination, the contractor has never been required to receive any refund of any funds already received or to compensation. In the event of the bankruptcy of the contractor, the right to use the software made available to the client shall be forfeit by law.

• Prices

4.1 All prices are in euros or US dollars and exclude sales tax (VAT) and other levies imposed by the government unless otherwise agreed.

4.2 Contractor reserves the right to change prices at any time outside the contract period.

• Payment

5.1 The Parties have agreed in the agreement on the payment of the services carried out or to be provided by the contractor. Payment shall be made in accordance with the provisions of the agreement.

5.2 The client is required at all times to pay the agreed price to the contractor in full by direct debit or within the specified period of 14 calendar days.

5.3 If the parties have agreed an additional payment arrangement, this has been confirmed separately to the client in writing and both parties are required to do so.

5.4 Where the client is in default or in default with the fulfilment of one or more of the agreed payment obligations, all out-of-court costs shall be borne by the client. The extrajudicial costs are set at 25% of the agreed price of the contract, with a minimum of € 199.00. Any reasonable legal and execution costs incurred will be entirely at the expense of the client.

5.5 In the event of bankruptcy, liquidation or suspension of payment or debt restructuring under the WSNP, the contractor’s claims on client and client’s obligations to the contractor are immediately payable.

5.6 Payments made by the client always amount to the payment of all interest and costs due, secondly to payable invoices that are open the longest, even if the client indicates that the satisfaction relates to a subsequent invoice.

5.7 If the client fails to meet his payment obligations, the contractor is entitled to suspend and/or cease his activities.

• Change work

6.1 If, at the request of the client or at his own request, the contractor has carried out work or other services outside the content or scope of the contract, such work or services will be reimbursed by the client at the usual rates of the contractor. The contractor is never obliged to comply with such a request and may require a separate written agreement to be concluded.

6.2 The Client accepts that the agreed objectives and expectations may be affected by the activities or performance referred to in Article 7.1.

• Implementation

7.1 The Client will provide all the data, which the contractor indicates is necessary for the performance of his work, including the FTP data and the CMS login details, to the contractor on time. If the data required for the performance of the contract have not been provided to the contractor in time, the contractor cannot optimise the existing website and the contractor has the right to suspend the implementation of the contract in the first instance. If the client also fails to provide the requested information on a request, or otherwise fails to comply with any condition of agreement or general conditions, the contractor shall have the right to terminate the contract out-of-court, without prejudice to the contractor’s right to claim full payment (including interest and costs) in accordance with Article 6 of these terms and conditions.

7.2 Contractor will execute the agreement to the best of their knowledge and ability.

7.3 Contractor cannot guarantee that the work he carried out will always achieve the desired result. The accepted contract leads to an effort commitment and not to a commitment to results.

• Completion

8.1 Where a deadline for the completion of certain activities is agreed in the agreement, this is at all times an indicative period but never a fatal time limit.

8.2 If the contractor, whatever the circumstances and causes, expects to exceed a deadline, the contractor will inform the client.

• Secrecy

9.1 Confidentiality of all confidential information obtained from each other by the parties under the agreement is mandatory for the parties. Information shall be confidential if it has been communicated by the other Party or if it reasonably results from the nature of the information.

9.2 Contractor has the right to use the client’s name and logo as a reference.

1. Exclusivity

10.1 For the duration of the contract, the client grants the contractor the exclusive right to carry out the assigned contract unless otherwise agreed in writing.

1. Intellectual

11.1 All intellectual property rights relating to and/or the result of the services provided by the contractor rest with the contractor. The client only obtains the rights of use expressly granted by these conditions and the law. Any other or further right of the client is excluded.

11.2 The documents provided to the client by the contractor are intended solely for use by the client. The client is not allowed to disclose and/or multiply obtained information in any form. This includes, for example, the processing, sale, making available, dissemination and integrating into networks, whether or not after processing, except that such disclosure and/or reproduction is permitted in writing by the contractor and/or such disclosure and/or reproduction results from the nature of the contract with contractor.

11.3 All information provided by the contractor remains the property of the contractor. At the end of the agreement, the contractor can request the client to return information such as reports and documents.

11.4 The contractor reserves the right to use the acquired knowledge that has been established in the course of the work for other purposes in so far as this does not provide confidential information from the client to third parties.

11.5 Client clears contractor for third-party claims about intellectual property rights.

1. Liability

12.1 The total liability of the contractor is limited to compensation for direct damage up to the maximum amount of the price negotiated for that contract (excluding VAT). If the agreement is a duration agreement with a duration of more than one year, the price negotiated for that agreement shall be set on the total of the fees (excluding VAT) negotiated for one year. Under no circumstances will the total compensation for direct damage exceed €10,000 (ten thousand euros).

Direct injury shall mean only:

• Reasonable costs that the client would have to incur in order for the contractor’s performance to comply with the contract; however, this replacement damage shall not be compensated if the contract is terminated by or on the principal’s claim;
• Reasonable costs incurred by the client for the forced longer operation of his old system or systems and related provisions because the contractor did not deliver on a deadline binding to him minus any savings resulting from the delayed delivery;
• Reasonable costs incurred in determining the causes of the injury in so far as the determination relates to direct injury within the meaning of those conditions;
• Reasonable costs incurred to prevent or limit damage to the extent that the client proves that these costs have resulted in the reduction of direct damage within the meaning of these conditions.

12.2 The liability of the contractor for damages caused by death or bodily injury or material damage to property is never more than € 10,000 (ten thousand euros).

12.3 Contractor’s liability for indirect damages, consequential damage, loss of profit, missed savings, reduced goodwill, damage caused by company stagnation, damage resulting from claims by client customers, mutilation or loss of data, damages related to the use of premises prescribed by contractor, materials or software of third parties, damages related to the involvement of suppliers prescribed by the client to contractor and all other forms of damage than those referred to in Article 13.1 and 13.2 , under any matter, is excluded unless there is gross negligence or intent.

12.4 The condition for the creation of any right to compensation is always that the client reports the damage in writing to the contractor as soon as possible after its occurrence. Any claim for damages against the contractor shall be dropped by the mere course of 12 (12) months after the claim has been brought.

12.5 Client exempts contractor from all claims of third parties for product liability due to a defect in a product or system supplied by the client to a third party and which also consisted of equipment, software or other materials supplied by contractor, except if and to the extent that the client proves that the damage was caused by that equipment, software or other materials. The provisions of this Article shall also apply to all (legal) persons whose contracting officer is employed in the performance of the contract.

1. Force majeure

13.1 None of the parties shall be required to fulfil any obligation if he is prevented from doing so as a result of force majeure. Force majeure means the failure to comply with supplier obligations as well as inadequacy of matters, materials, third-party software whose use is prescribed by the client to contractors.

13.2 If a force majeure situation has lasted more than 90 days, the parties have the right to terminate the agreement by written dissolution. In this case, the duration of the work carried out so far shall be calculated without the parties

1. Equipment & Software

14.1 The client must take care of equipment and facilities that provide access to a network. On this network, the client must be able to receive the services provided by the contractor. The client has to take care of the communication costs incurred.

1. Management

15.1 The contractor is at all times entitled to make changes to the technical facilities in respect of the services, including but not limited to the composition of the list of search engines notified.

15.2 The client will act and behave in accordance with what can be expected of a responsible and careful user of the service(s).

15.3 The Client is always responsible for any use – including unauthorized use – that is made of the use and access rights granted to it and will behave in accordance with what may be expected of a responsible and careful Internet user.

15.4 The client will follow the instructions given by the contractor for the use of the service(s) at all times.

15.5 The contractor is entitled to modify the non-technical facilities of its services. A change which, in the reasonable opinion of the contractor, requires a significant, non-temporary, adjustment on the part of the client, will be made known to the client as soon as possible. The client cannot claim compensation or compensation for damages, but has the right to terminate the contract as of the day of the announced change.

15.6 Contractor reserves the right to cease/remove technical services if it causes a system failure or delay. Contractor assesses whether there is such a failure or delay and can block the Online Advertising and/or Search Engine Marketing without prior notice to the client, or otherwise take measures to eliminate the fault or delay.

15.7 The contractor is entitled to (temporarily) de-decontract its services without prior publication or to restrict their use to the extent necessary for the reasonably required maintenance or for the adjustments or improvements to the services necessary by the contractor without creating a right to compensation or compensation from the client towards the contractor.

1. Transfer

16.1 Neither party is entitled to transfer the rights and obligations of this Agreement to third parties without the written consent of the other party.

1. Applicable law

17.1 Dutch law applies to these terms and conditions and agreements between the parties.

17.2 All disputes arising from or relating to these general values and/or agreements and commitments referred to in the previous paragraph will be brought before the Court of Justice at first instance by exclusion.

1. Occurrence

18.1 These terms and conditions are registered on the Roadmap Studios website.