Terms and Conditions
These terms & conditions will explain what you can expect us to deliver whenever you hire our services.
Quickly navigate to:
- Article 1 Definitions
- Article 2 General
- Article 3 Quotations
- Article 4 Provision of information and cooperation
- Article 5 Execution of the assignment and involving third parties
- Article 6 Modification of the commission, additional work
- Article 7 Duration of the contract; term of execution
- Article 8 Rates
- Article 9 Terms of payment
- Article 10 Retention of title
- Article 11 Investigation and complaints
- Article 12 Termination
- Article 13 Suspension and dissolution
- Article 14 Return of assets made available
- Article 15 Liability
- Article 16 Terms of delivery
- Article 17 Indemnities
- Article 18 Force majeure
- Article 19 Confidentiality
- Article 20 Intellectual property and copyrights
- Article 21 Disputes
- Article 22 Applicable law
- Article 23 Changes
Article 1 Definitions
In these general terms and conditions, the terms below with the meanings mentioned in addition are used, unless otherwise indicated.
Contractor: Bureau Box
Client: the opposing party of the contractor.
Assignment: the work to be determined in mutual consultation between the principal and the contractor, including sales and deliveries of goods, to be carried out by the contractor and the conditions under which this must take place.
Article 2 General
The general terms and conditions apply, to the exclusion of other (purchase) conditions, to all offers, quotations, work, assignments and agreements between the contractor and client(s), to which the contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by the contractor in writing.
These terms and conditions also apply to assignments with the contractor, in which third parties are involved.
If one or more of the provisions in these general terms and conditions expire, the other provisions of these general terms and conditions will continue to apply. In that case the parties will consult with each other in order to agree replacement provisions, based as far as possible on the purpose and purport of the original provision.
Article 3 Quotations
The contractor’s offers are based on the information provided by the customer. The client guarantees that he has, to the best of his knowledge, provided all information essential for the design, execution and completion of the assignment. Quotations made by the contractor are free of obligation and valid for 30 days, unless otherwise indicated.
The contractor shall only be bound by the offers if their acceptance is confirmed by the other party in writing within 30 days, unless indicated otherwise. The Contracter is entitled to revoke the offer within 2 working days of its acceptance by the Client.
The prices stated in the quotations are exclusive of VAT, other government levies and other costs incurred for the order, such as shipping and administration costs, unless indicated otherwise.
If the acceptance deviates (on minor points) from the offer included in the offer, the contractor will not be bound by it. In that case, the order will not be concluded in accordance with this deviating acceptance, unless the contractor indicates otherwise. In the event of verbal (telephone) changes to the order by the Client, without written confirmation, the risk of implementation of the changes shall be borne by the Client. Any additional costs associated with the changes to the original order made verbally or in writing by the client will be charged in full to the client.
A compound quotation does not oblige the contractor to carry out part of the assignment for a corresponding part of the quoted price.
Quotations do not automatically apply to future orders.
Article 4 Provision of information and cooperation
The Client shall provide the Contractor in a timely manner with all documents, information and contacts necessary for the proper performance of the assignment.
Article 5 Execution of the assignment and involving third parties
The Contracter shall carry out the work within the scope of the assignment to the best of its insight, expertise and ability.
To the extent necessary for the proper execution of the assignment, the Contractor shall be entitled to have (parts of) the work carried out by third parties. He shall do this in consultation with the Client and shall do his utmost to achieve the agreed obligations and quality.
The contractor does not accept any liability for the work carried out by third parties in so far as these themselves have entered into an agreement with the client.
The Contracter shall not be liable for any loss or damage arising from the fact that it has relied on incorrect and/or incomplete information provided by the Client, unless the inaccuracy or incompleteness of the information should have been known to it.
If it has been agreed that the work commissioned will be carried out in phases, the contractor may suspend the performance of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.
If work is carried out by the contractor or by third parties engaged by the contractor for the work commissioned at the customer’s location or at a location designated by the customer, the customer shall provide the facilities reasonably required by those employees free of charge.
Unless otherwise agreed, the work commissioned shall not include research into the existence of patent, copyrights and portrait rights of third parties. The same shall apply to any research into the possibility of such forms of protection for the client.
Unless the work is not suitable for that purpose, the contractor shall at all times be entitled to state its name on or with the work (or have it stated) or to remove it from the work and the client shall not be permitted to publish or reproduce it without the written consent of the contractor.
Article 6 Modification of the commission, additional work
Client accepts that the time schedule of the assignment can be influenced if parties decide in the interim to change the approach, working method or scope of the assignment and the resulting work. If the Client makes interim changes in the performance of the assignment, the Contractor will make the necessary adjustments on the Client’s instructions. If this leads to additional work, he will charge this to the client as an additional assignment. The Contracter shall be entitled to charge the Client for the additional costs of changing the assignment.
Contrary to paragraph 1, the contractor shall not charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to the contractor.
Article 7 Duration of the contract; term of execution
The contractor shall represent the client’s interests within the limits of the assignment granted. The client is not entitled to have the agreed activities performed by a third party without consultation with or permission of the contractor.
Nor is the contractor entitled to provide similar services to other clients without consultation with or permission of the client in so far as these compete with the client in question.
Unless expressly agreed otherwise in writing, or such is the result of the nature of the work commissioned, the work commissioned by the client to the contractor will be for an indefinite period of time, on the understanding that both parties may terminate the contract by registered letter with due observance of a period of six months from the moment that the relationship has lasted for six months. If a term has been agreed within the term of the order for completion of certain work, this term is not a deadline. If the term of execution is exceeded, the client must therefore give the contractor notice of default in writing.
During the period of six months referred to in the previous paragraph, the client is obliged to comply with the applicable fee agreements with the contractor as if there were no notice of termination.
Article 8 Rates
If the parties have not agreed otherwise in writing, the Contractor shall set its rate according to its hourly rate.
The contractor’s rate includes the costs of secretarial work and telephone costs. He charges half of the hourly rate for travel time. He invoices travel and accommodation costs according to the arrangements in the offer.
For all quotations the contractor only charges the time actually spent and in case of imminent exceeding of more than 10% of the quoted amount, he will invoice after consultation with the client. Amounts are exclusive of VAT.
If the contractor agrees on an hourly rate with the client, the contractor shall nevertheless be entitled to increase this rate without the client in that case being entitled to terminate the agreement for that reason, if the price increase results from an authority or obligation as a result of legislation or regulations or is caused by an increase 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.
In the event of cross-yearly work – without prior written notification – the Contractor may increase the rate agreed in the offer with effect from 1 January of each calendar year by a maximum of the percentage of inflation in the previous year provided by Statistics Netherlands (CBS). In the event of an increase in prices other than inflation, the contractor may also increase the prices. The Client may cancel the order in the event of an annual increase of more than 10%. He is not allowed to do so if the increase results from the law.
The Contracter shall inform the Client in writing of its plans for increasing the rate, including the amount and the effective date thereof.
If the Client does not agree with the increase of more than 10% planned by the Contractor, it may cancel the order in writing within two weeks of its notification with effect from the effective date of the increase as stated in the Contractor’s notification.
Article 9 Terms of payment
Payment must be made within 14 days of the invoice date, unless otherwise agreed. Client shall, unless otherwise agreed, owe a down payment of 50% of the total price mentioned in the offer.
After the due date, the Client shall be in default by operation of law and the Contractor shall be entitled to charge statutory interest. The Principal will charge interest on the amount to be paid from the moment the Principal is in default until the amount has been paid in full. The costs of a reminder, demand and summons are € 100.00 each and are for the account of the client.
The Contracter shall be entitled to have the payments made by the Client first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest. The Contracter may, without being in default as a result, refuse an offer of payment if the Client designates a different sequence for the allocation of the payment. The Contracter may refuse full repayment of the principal sum, if the outstanding and current interest and collection costs are not also paid.
In the event of the Client’s liquidation, bankruptcy, seizure or suspension of payments, the Contractor’s claims against the Client shall become immediately due and payable.
In the event that the Client fails to fulfil its obligations, all costs incurred to be able to claim from the Client, both judicial and extrajudicial, the latter costs being at least 15% of the amount of the outstanding claim(s).
Article 10 Retention of title
All items delivered by the contractor, such as designs, sketches, drawings, films, software and (electronic) files, shall remain the property of the contractor, unless otherwise agreed. The contractor grants the client a license for the use thereof.
The Client is not entitled to pledge or otherwise encumber the items covered by the retention of title.
If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights in respect thereof, the Client must inform the Contractor thereof as soon as can be expected of him.
The Client shall be obliged to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion, water damage and theft, and to make the policy of this insurance immediately available for inspection upon request.
The goods delivered by the contractor, which according to paragraph 1. of this article are subject to retention of title, may only be resold in the context of normal business operations but may never be used as a means of payment.
If the Contractor wishes to exercise its ownership rights indicated in this article, the Client shall give the Contractor – or third parties to be appointed by the Contractor – unconditional and irrevocable permission to enter all locations where the Contractor’s property is located in order to repossess these items.
Article 11 Investigation and complaints
The client must notify the contractor in writing of any complaints about the work carried out within two weeks of the invoice date and no later than three weeks after completion of the work in question. The notice of default must contain a description of the shortcoming in as much detail as possible so that the contractor can respond to it adequately.
If a complaint is justified, the contractor shall still perform the work as agreed, unless this has become demonstrably pointless. The Client must make this known in writing.
If it is no longer possible or useful to perform the agreed work after all, the contractor will be liable within the limits of Article 15.
Article 12 Termination
If the Agreement is terminated prematurely by the Contractor, the Contractor shall, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the termination is imputable to the client.
If the transfer of the work entails additional costs for the contractor, these will be charged to the client. The client is obliged to pay these costs within the period stated for this purpose, unless the contractor indicates otherwise.
Article 13 Suspension and dissolution
The Contracter shall be entitled to suspend performance of its obligations or to dissolve the agreement if the Client fails to fulfil its obligations under the agreement or fails to fulfil them in full or on time, if circumstances come to the attention of the Contracter after the conclusion of the agreement give the Contractor good reason to fear that the Client will fail to fulfil its obligations, if the Client was asked when the agreement was concluded to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient, or if due to the delay on the part of the Client it can no longer be demanded of the Contracter that it will fulfil the agreement on the terms originally agreed.
Furthermore, the contractor shall be entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be demanded of the contractor. If the agreement is dissolved, the Contractor’s claims against the Client shall become immediately due and payable. If the Contractor suspends performance of its obligations, it shall retain its claims under the law and the Agreement.
If the Contractor suspends or dissolves the Agreement, he will not be obliged in any way whatsoever to pay compensation for damage and costs incurred as a result.
If the dissolution is imputable to the Client, the Contractor shall be entitled to compensation for damages, including costs, directly and indirectly incurred as a result (including the costs of third parties engaged) as well as to a compensation of 50% of the remaining part of the fee that the Client would owe if the Assignment were fully completed.
If the client fails to comply with his obligations arising from the agreement and this failure to comply justifies dissolution, the contractor shall be entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any damages or compensation, while the client shall be obliged to pay damages or compensation on account of breach of contract.
If the assignment is terminated prematurely for any reason whatsoever, the client will not (or no longer) be permitted to use the designs made available to him and any licence granted to the client in the context of the assignment will lapse.
Article 14 Return of assets made available
If the contractor has made goods available to the customer in the performance of the order, the customer must return the goods supplied, upon written request, within 14 days in their original condition, free of defects and in their entirety. If the customer fails to comply with this obligation, all resulting costs will be for the customer’s account.
If the customer still remains in default after he has received a reminder, the contractor may recover the resulting damage and costs, including replacement costs, from him.
Article 15 Liability
For accepted assignments the contractor has a best-efforts obligation. If the contractor should be liable, this liability shall be limited to what is regulated in this provision.
The contractor will not be liable for damages of any nature whatsoever arising from the fact that the contractor has based its work on incorrect and/or incomplete information provided by or on behalf of the client, or if the client has approved the prototype, proof or the like.
The contractor will only be liable for direct damage, provided that such damage is reported within one year of completion of the order.
Indirect damage will be understood to mean only the reasonable costs incurred to determine the cause and scope of the damage, to the extent that the determination relates to damage within the meaning of these General Terms and Conditions, any reasonable costs incurred to make the Contractor’s defective performance consistent with the Agreement, to the extent that these costs can be attributed to the Contractor and reasonable costs incurred to prevent or mitigate damage, to the extent that the Client demonstrates that these costs resulted in mitigation of direct damage as referred to in these General Terms and Conditions.
The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation.
If the contractor is liable for direct damage, this liability shall be limited to a maximum of the amount of the statement of expenses and in any case to the amount of the payment to be made by the contractor’s insurer as the occasion arises.
The client is obliged, if reasonably possible, to retain copies of the materials and data supplied by him until the order has been fulfilled. In the event of failure to do so, the contractor’s liability will lapse.
The limitations of liability referred to in this article do not apply if the damage is due to intent or gross negligence on the part of the contractor or his managerial subordinates.
Article 16 Terms of delivery
Deliveries take place “ex warehouse” contractor. The costs of transport and insurance are at the expense of the client.
Article 17 Indemnities
The Client indemnifies the Commissionee against claims by third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to parties other than the Commissionee. If the contractor should be held liable by third parties for such claims, the client shall be obliged to assist the contractor both out of court and in court and to immediately do everything that may be expected of him in that case.
Should the client fail to take adequate measures, the contractor shall be entitled, without notice of default being required, to do so itself. All costs and damage on the part of the contractor and third parties arising as a result shall be entirely at the expense and risk of the client.
Article 18 Force majeure
Parties do not have to fulfil their obligations if they are hindered by circumstances that are not due to fault, and – according to the law – also when a legal act or a generally accepted opinion is for their account.
Force majeure shall be understood to mean – in addition to what is understood by law and jurisprudence – all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any influence, but which prevent him from fulfilling his obligations. Strikes in the company of the contractor, illness and/or incapacity for work also fall under this.
The contractor also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after he should have fulfilled his obligations.
Parties may postpone their obligations during the situation of force majeure. If the situation of force majeure lasts longer than two months, all parties will be entitled to dissolve, without any obligation to compensate the other party for damages.
If, at the time of force majeure, the Contractor has already partially fulfilled his obligations or will be able to fulfil them, he may declare this part. The Client shall then pay this statement of expenses as if it were a separate order.
Article 19 Confidentiality
Both parties are obliged to keep confidential information they have received for the assignment. Information is considered confidential if this has been indicated by the other party or if this appears from the (type of) information. The contractor’s respective knowledge, including methodology, results and benchmark data in whatever form, shall in any case be among the data that the client is required to keep secret.
In the event of violation of this last paragraph, the client shall forfeit an immediately payable penalty of €25,000.00, whereby the contractor shall be entitled to take legal action for the actual damage if it exceeds the aforementioned amount.
If a statutory provision or a judicial decision requires the contractor to provide confidential information to third parties – designated by law or by the competent court – and he cannot invoke a right to refuse to give evidence recognised or permitted by law or by the competent court, he shall not be obliged to pay damages or compensation and the other party shall not be entitled to dissolve the order on the grounds of the damage caused as a result.
Article 20 Intellectual property and copyrights
The Contracter reserves the rights and powers vested in the Contracter under the Copyright Act and other intellectual property laws and regulations.
The Contracter shall be entitled to use the knowledge gained in the course of the performance of an agreement for other purposes as well, provided that no strictly confidential information of the Client is brought to the attention of third parties.
Article 21 Disputes
In the event of disputes arising from this agreement or from agreements building upon it, the parties shall try to resolve them in the first instance by means of mediation in accordance with the regulations of the Netherlands Mediation Institute Foundation in Rotterdam, which apply at the start of the mediation.
Should it prove impossible to solve such a dispute by means of mediation, then the dispute will be settled by the competent court.
Article 22 Applicable law
Every order between the contractor and the client is subject to Dutch law. Also if an obligation is wholly or partly carried out abroad or if the client lives or is established abroad.
Article 23 Changes
The version in place at the time the order was created is always the applicable version.