Terms and conditions

Last updated: May 29, 2015.

These terms and conditions apply to all offers and agreements arising therefrom between Trendwerk in Enschede, Chamber of Commerce 63106027 (hereinafter: "Trendwerk") and its counterparties (hereinafter: "Client").

Provisions or conditions set by the Client that deviate from or are not included in these general terms and conditions are only binding on Trendwerk if and insofar as they have been expressly accepted in writing.

Article 1 - Quotation and acceptance

1.1 - Trendwerk will draw up a quotation in which Trendwerk indicates which activities (hereinafter: "the Services") Trendwerk offers to perform, what is included in the Services, and what amount will be due for this. Only the description of the Services indicated in the quotation is binding.

1.2 - In general, the Services include the design, development, and maintenance of websites and web applications and everything related thereto. Other work will only be performed if this is stated in the quotation.

1.3 - A quotation is entirely without obligation and valid for 30 days after dispatch, unless otherwise stated in the quotation. Trendwerk can never be obliged to accept an acceptance after this period, but if Trendwerk does so, the quotation will still be accepted.

1.4 - The agreement is concluded at the moment the quotation signed by the Client is received by Trendwerk. The quotation can be signed by means of an electronic signature.

1.5 - If the Client does not explicitly indicate its agreement with the quotation, but nevertheless agrees to it, or gives the impression that Trendwerk is performing work that falls within the description of the Services, the quotation will be considered accepted. This also applies if the Client requests Trendwerk to perform certain work without waiting for a formal quotation.

1.6 - The Services may only be changed with the consent of both parties, unless otherwise specified elsewhere in these terms and conditions. Trendwerk will perform any requested additional work at the usual hourly rate.

1.7 - If required for the proper performance of the Services, Trendwerk has the right to have certain work carried out by third parties. Trendwerk is and remains responsible to the Client.

Article 2 - Performance of the Services

2.1 - Once the agreement has been concluded, Trendwerk will perform the Services as soon as possible in accordance with the quotation, taking into account the reasonable wishes of the Client.

2.2 - The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable the proper and timely performance of the Services. In particular, the Client shall ensure that all information that Trendwerk indicates is necessary or that the Client should reasonably understand to be necessary for the performance of the Services is provided to Trendwerk in a timely manner.

2.3 - The Client shall give Trendwerk access to all locations, services, and accounts under its management (such as web hosting accounts) that Trendwerk reasonably needs to provide the Services.

2.4 - Unless otherwise agreed, performing tests, applying for permits, and assessing whether the Client's instructions comply with legal or quality standards are not part of Trendwerk's assignment.

2.5 - Trendwerk guarantees that the Services will be performed carefully, thoroughly, and to the best of its ability. If required for the proper performance of the Services, Trendwerk has the right to have certain work performed by third parties. Trendwerk is and remains responsible to the Client.

2.6 - If Trendwerk involves the goods or services of third parties in the performance of the assignment, after which these goods or services are passed on to the Client, the provisions of the general terms and conditions of the supplier will also apply to the Client.

2.7 - Trendwerk is entitled, but never obliged, to investigate the accuracy, completeness, or consistency of the source materials, requirements, or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has remedied the imperfections in question.

2.8 - Trendwerk has the right to (temporarily) not provide the Services or to provide them to a limited extent if the Client fails to fulfill an obligation towards Trendwerk in relation to the agreement or acts in violation of these general terms and conditions.

2.9 - Trendwerk will endeavor to respond to a request from the Client as quickly as possible, but cannot make any concrete commitments regarding times, unless otherwise agreed in the quotation.

Article 3 - Development of Works

3.1 - The provisions of this article apply to the development, configuration, and/or modification of Works such as websites, applications, layouts, databases, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos, or corporate identities (hereinafter: "Works").

3.2 - Trendwerk does not provide any guarantees regarding functionality when using non-standard or outdated operating systems, browsers, plugins, scripts, other software, and hardware, unless and insofar as stated otherwise in the quotation.

3.3 - Trendwerk is entitled, but never obliged, to investigate the accuracy, completeness, or consistency of the source materials, requirements, or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has remedied the imperfections in question.

3.4 - If a Service requires the Client to supply source materials to Trendwerk, the Client guarantees at all times that it has all the licenses necessary for the provision to and intended use by Trendwerk. The Client indemnifies Trendwerk against claims from third parties regarding the violation of these rights.

3.5 - Unless otherwise agreed, Trendwerk has the right to use images, software, and components from third parties, including stock photos and open source software, in the development, configuration, or modification of Works.

3.6 - After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the developed Works lies with the Client. Trendwerk will adequately inform the Client about the applicable license conditions.

The Client indemnifies Trendwerk against claims from third parties regarding the installation and licenses of the software, except insofar as the claims are the result of information or licenses provided by Trendwerk.

3.7 - If desired, Trendwerk may make the source files (such as, but not limited to, design files, documents, HTML, CSS, PHP, and JavaScript code) of delivered Works available to the Client.

3.8 - Trendwerk will retain source files of the Works for as long as Trendwerk performs Services for the Client, or it is plausible that Trendwerk will perform Services for the Client. Trendwerk is entitled to delete the source files after this period. If the Client only gives follow-up assignments with regard to these Works after this period, Trendwerk is entitled to charge costs for the redevelopment, repair, or retrieval of these source files.

3.9 - The Client acknowledges and understands that the position of and search results relating to the Client's website and/or services are entirely determined by the administrators of the relevant search engines. Trendwerk cannot therefore give any guarantee as to the results to be achieved, but will endeavor to influence this position and search results in favor of the Client.

Article 4 - Installation and maintenance of Works

4.1 - If this has been agreed as a Service, Trendwerk will install and configure the Works or software or other data to be agreed upon in more detail on the hardware, software, and network environment to be designated by the Client. The choice, purchase, and management of this hardware, software, and network environment is the sole and complete responsibility of the Client. Trendwerk will provide instructions on the desired configuration. If the designated environment does not meet Trendwerk's requirements, we are entitled to refuse installation or configuration.

4.2 - At Trendwerk's request, the Client shall grant Trendwerk's employees and auxiliary persons all necessary access to the environment to enable installation, configuration, maintenance, and modifications of the software. Physical access to hardware will only take place if necessary, and only after prior consultation with the Client.

4.3 - If third-party licenses are required for the use of Works, the Client shall purchase these licenses and ensure that the provisions contained therein are strictly complied with. The Client indemnifies Trendwerk against claims from third parties regarding the installation and licensing of the software, except insofar as the claims result from information or licenses provided by Trendwerk.

4.4 - If maintenance has been agreed as a Service, Trendwerk will endeavor to repair errors in the Works and associated software. However, Trendwerk is dependent on supplier(s) and third parties in this regard. In the event of new functionality or changes that could significantly alter the functioning of the software, Trendwerk will consult with the Client in advance. Such maintenance will be invoiced on an hourly basis unless otherwise agreed.

4.5 - However, Trendwerk is always entitled to refuse such a request if, in its opinion, it is not feasible or could impede the proper functioning or availability of the software. Such maintenance will be invoiced on an hourly basis unless otherwise agreed. If the Client wishes to make a change to a Work independently, this will be done entirely at the Client's own risk and responsibility, unless the Client has notified Trendwerk of the desired change in advance and we have approved it in writing. Trendwerk may attach conditions to this approval. In the event of changes made without its approval, Trendwerk may refuse to perform further maintenance on the changed Work or perform it at an additional charge to the hourly rate.

Article 5 - Hosting and domain registration

5.1 - If the Service extends to the hosting of a Work or the registration of a domain name, Trendwerk will endeavor to adapt the relevant Services in the event of a change in services provided by third parties in order to ensure uninterrupted continuation as much as possible. The costs for this will be invoiced to the Client as additional work.

5.2 - If Trendwerk is not a party to the delivery of the Services referred to in the previous paragraph, Trendwerk cannot guarantee that the other parties to these delivery contracts will at any time allow a Service to be delivered as desired by the Client. The same applies if relevant legislation or regulations make the delivery of a Service difficult or impossible.

Article 6 - Printed matter

6.1 - In the case of works to be printed, the evaluation must be based on the digitally supplied design or any typesetting, printing, or other proofs supplied by Trendwerk. Rejection of the final printed works is only permitted if there are gross deviations from the proofs that should not occur in a normal printing process. Deviations resulting from color settings on screens can never lead to rejection of the delivered work.

Article 7 - Delivery and acceptance

7.1 - Trendwerk will deliver Works or parts thereof to be developed or modified when, in its professional opinion, they meet the specifications or are suitable for use.

7.2 - The Client must then evaluate the delivered work within 5 working days of delivery and approve or reject it. If the Client does not reject the delivered work within this period, the delivered work will be deemed to have been accepted. If a Work is delivered in phases, the Client must approve or reject the part of the Work relating to that phase after delivery of each phase in the manner specified in the previous paragraph. The Client may not base an approval or rejection in a later phase on aspects that were approved in an earlier phase.

7.3 - If the Client rejects all or part of the delivered Work, Trendwerk will endeavor to remedy the reason for rejection as soon as possible. Trendwerk can do this by revising the result or providing a reasoned explanation as to why the reason for rejection is not valid. The Client then has a period of 5 days to approve or reject the revision or explanation.

7.4 - If, after the revision or explanation, the Client continues to reject all or part of the delivered work, Trendwerk is entitled to charge additional costs for all subsequent revisions. Trendwerk will indicate whether additional costs will be charged for subsequent revisions.

7.5 - If a party indicates that further revisions are not (or no longer) considered useful, both parties are entitled to terminate the agreement with regard to the rejected part. In that case, the Client will reimburse Trendwerk for the hours actually worked. However, this does not entitle the Client to use the rejected item in any way whatsoever. Trendwerk can only terminate the agreement after having indicated during a revision or motivation that this is the last one and the Client also rejects it in whole or in part.

7.6 - After acceptance of the delivered work, all liability for defects in the delivered work shall lapse, unless Trendwerk was aware of or should have been aware of the defect at the time of acceptance. In any case, all liability for defects in a Work shall lapse one year after termination of the Agreement for any reason whatsoever.

Article 8 - Intellectual property rights

8.1 - Trendwerk uses open source software for its work, the rights to which are held by third parties. For work created by Trendwerk itself, the rights are held by Trendwerk, unless it is agreed in writing with the Client that the rights will be transferred. In addition, rights to Work created specifically for the Client will, in principle, vest in the Client upon acceptance of the agreement.

8.2 - If the license for certain open source software stipulates that the Client may only distribute (parts of) the software as open source, Trendwerk will advise the Client of this in good time.

8.3 - The Client is only entitled to make changes to Works it receives if this has been explicitly agreed.

8.4 - The Works developed by Trendwerk remain the property of Trendwerk. The Client is granted a non-exclusive right of use.

8.5 - The Client is not permitted to remove or change any indications regarding copyrights, trademarks, trade names, or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.

8.6 - Trendwerk is permitted to take technical measures to protect the materials. If Trendwerk has secured the materials by means of technical protection, the Client is not permitted to remove or circumvent this protection.

Article 9 - Changes to the Services

9.1 - All changes to the Services, whether at the request of the Client or as a result of circumstances that necessitate a different implementation, will be considered additional work if they involve additional costs and, if they involve fewer costs, as less work. These will be invoiced to the Client accordingly.

9.2 - If Trendwerk has to perform more work than Trendwerk should have foreseen at the time of the quotation, or has to work under more difficult circumstances than it was aware of or should have been aware of when entering into the agreement, Trendwerk is entitled to charge the resulting additional costs to the Client.

9.3 - The right referred to in the previous paragraph is subject to Trendwerk having informed the Client in good time of the circumstances and additional costs referred to therein. If the Client does not agree with the additional costs involved, it has the right to cancel the part of the additional work that has not yet been carried out, but without any right to a refund or remission of the costs of additional work already carried out.

Article 10 - Prices and payment

10.1 - All prices are in euros, excluding taxes (VAT) and other government-imposed levies. Invoicing is based on the actual hours worked by Trendwerk.

10.2 - Trendwerk has the right to charge its fee on a monthly basis for work performed and costs incurred for the execution of the assignment.

10.3 - Trendwerk will send an electronic invoice to the Client for the amounts owed by the Client.

10.4 - The payment term for invoices is 30 days after the invoice date, unless a different payment term is indicated on the invoice. If the Client fails to pay on time, it will be in default by operation of law 30 days after the invoice date, without notice of default being required. If an amount due is not paid within the payment term, statutory interest will be payable on the outstanding invoice amount.

10.5 - If the Client believes that (part of) an invoice is incorrect, it must notify Trendwerk of this within the payment term. The payment obligation for the disputed amount (but not the rest) will be suspended until Trendwerk has investigated the report. If, after investigation by Trendwerk, it appears that the dispute was unjustified, the Client must still pay the disputed amount within seven days.

10.6 - In the event of late payment, the Client shall be liable, in addition to the amount due and the interest accrued thereon, for full compensation of both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs, and collection agencies.

10.7 - The claim for payment shall become immediately due and payable if the Client is declared bankrupt, applies for a moratorium on payments, or if the Client's assets are seized in their entirety, if the Client dies, and also if the Client goes into liquidation or is dissolved.

10.8 - Once per calendar year, Trendwerk is entitled to adjust the rates used on the basis of the consumer price index (CPI) published at that time, whereby an increase may never exceed 5%. Trendwerk will notify the Client at least 2 (two) months in advance of any rate increases.

10.9 - The Client is obliged to pay Trendwerk the amounts arising from the agreement. If the Client consists of several natural and/or legal persons, each of those persons is jointly and severally liable for the payment obligations.

10.10 - If proof must be provided regarding the services performed and the amounts owed by the Client for this, without prejudice to the Client's right to provide counterevidence, all relevant documents and data from Trendwerk's systems and administration shall constitute full proof.

Article 11 - Confidentiality

11.1 - The parties shall treat information provided to each other before, during, or after the performance of the agreement as confidential if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties shall also impose this obligation on their employees and on third parties engaged by them for the performance of the agreement.

11.2 - Trendwerk may use the knowledge it has gained in the performance of the agreement for other assignments, insofar as no information from the Client that is subject to confidentiality obligations becomes available to third parties.

11.3 - The obligations under this article shall continue to apply after termination of the agreement for any reason whatsoever, for as long as the party providing the information can reasonably claim the confidential nature of the information.

Article 12 - Liability

12.1 - Trendwerk shall only be liable to the Client in the event of an attributable failure to perform the agreement and exclusively for replacement compensation, i.e. compensation for the value of the performance that has not been rendered.

12.2 - Any liability of Trendwerk for any other form of damage is excluded, including, but not limited to, additional compensation in any form whatsoever, 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.

12.3 - In the event of liability under the previous articles, Trendwerk is only obliged to reimburse the amount quoted.

12.4 - If Trendwerk involves the goods or services of third parties in the execution of the assignment, after which these goods or services are passed on to the Client, Trendwerk is not liable for any shortcomings on the part of third parties.

12.5 - Any liability shall lapse one year after the assignment has been completed.

12.6 - Trendwerk's liability for attributable failure to perform the agreement shall only arise if the Client gives Trendwerk immediate and proper written notice of default, setting a reasonable period for remedying the failure, and Trendwerk continues to fail to perform its obligations attributably even after that period. The notice of default must contain as detailed a description as possible of the failure, so that Trendwerk is able to respond adequately. The Client's claim against Trendwerk will lapse twelve months after the claim for compensation arose.

12.7 - In the event of force majeure, which in any case includes disruptions or failures of the internet, the telecommunications infrastructure, power failures, domestic unrest, mobilization, war, transport blockages, strikes, lockouts, business disruptions, stagnation in supply, fire, flooding, import and export barriers, and in the event that Trendwerk is prevented from delivering by its own suppliers, for whatever reason, Trendwerk is unable to deliver, as a result of which Trendwerk cannot reasonably be expected to fulfill the agreement, the performance of the agreement will be suspended or the agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

Article 13 - Duration and termination

13.1 - This agreement is entered into for the period necessary for the delivery of the Services. The agreement can only be terminated prematurely as stipulated in these general terms and conditions, or with the consent of both parties.

13.2 - The Client may terminate a service for the development or modification of Works prematurely against payment of a lump sum equal to the hours worked at Trendwerk's applicable hourly rate.

13.3 - If certain Services are provided for an indefinite period (such as maintenance), the agreement for these Services shall be deemed to have been entered into for periods of one year at a time. Both parties may terminate the agreement in writing at the end of this period with two months' notice.

13.4 - In the event of termination, cancellation, or dissolution for any reason whatsoever, Trendwerk is entitled to delete or render inaccessible all stored data and to close all accounts of the Client immediately after the date on which the agreement expires. In that case, Trendwerk is not obliged to provide the Client with a copy of this data.

Article 14 - Changes to the agreement

14.1 - After acceptance, the agreement may only be changed with mutual consent.

14.2 - However, if the agreement is a continuing performance agreement, Trendwerk is entitled to unilaterally amend or expand these general terms and conditions once per calendar year. To this end, it must notify the Client at least two months before the amendments or expansions take effect. However, changes to the general terms and conditions can never override a specific agreement.

14.3 - If the Client objects within this period, Trendwerk will consider whether or not it wishes to withdraw the objectionable amendments or extensions. Trendwerk will notify the Client of this decision. If Trendwerk does not wish to withdraw objectionable amendments or extensions, the Client has the right to terminate the agreement as of the date on which they take effect.

14.4 - Trendwerk may make changes to these general terms and conditions at any time if these are necessary due to changes in legal regulations. The Client may not object to such changes.

14.5 - All changes in the performance of a Service, whether at the request of the Client or as a result of circumstances that necessitate a different performance, shall be considered additional work if they involve additional costs and reduced work if they result in lower costs.

14.6 - The Client understands that changes to the agreement and/or the occurrence of additional work may affect the agreed or expected time of completion of all agreements made in the Agreement.

Article 15 - Final provisions

15.1 - This agreement is governed by Dutch law. Unless otherwise prescribed by mandatory law, all disputes arising from this agreement will be submitted to the competent Dutch court in the district in which Trendwerk is established.

15.2 - If any provision of this Agreement proves to be invalid, this shall not affect the validity of the entire Agreement. In that case, the parties shall establish a new provision or provisions to replace the invalid provision(s), which shall give effect to the intention of the original Agreement and these general terms and conditions to the extent possible under the law.

15.4 - The version of any communication received or stored by Trendwerk shall be deemed authentic, unless the Client can provide evidence to the contrary.

15.5 - 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, Trendwerk is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary, or sister company.