TERMS AND CONDITIONS WAVE7
These general terms and conditions apply to all agreements, quotations, offers, order confirmations, work and/or services of WAVE7 or WAVE7 Creatives.
1. General
1. In these terms and conditions, the terms and conditions below have the following meanings:
WAVE7: the Contractor, located at Santa Cruz 1 in Curaçao and registered with the Chamber of Commerce in Curaçao under number 100531, also trading under the name WAVE7 Creatives.
Quotation: the statement of price and conditions drawn up by WAVE7 for the delivery of goods or services.
Assignment/Agreement: the agreement of assignment, whereby WAVE7 commits towards the Client to perform certain activities.
Client: the natural or legal person to whom WAVE7 offers and/or delivers Services.
Services: all services and activities that WAVE7 offers, however named, such as (but not limited to) advice, making reports, photo and other visual material, providing business concepts, presentations, branding and corporate identities, providing process descriptions, creating websites, writing and rewriting / editing texts and content, editing / final editing, delivering print products and files.
Works: all (intellectual or physical) results and/or works used with or resulting from the Services.
Suppliers: third parties engaged by WAVE7 to provide Services or products in the context of or in the execution of an Agreement between WAVE7 and the Client.
Any general terms and conditions or other conditions of the Client are never applicable and are expressly rejected by WAVE7.
In a written agreement, WAVE7 and the Client may deviate from these general terms and conditions; the deviations must be expressly agreed and recorded therein.
Suppliers that WAVE7 uses in the execution can also invoke these general terms and conditions vis-à-vis the Client.
If one or more provisions of these general terms and conditions are wholly or partially null and void or are annulled, the Agreement and these general terms and conditions will otherwise remain in force. The provision in question is then replaced by a provision that approximates the scope of the original provision as much as possible.
The Client cannot derive any rights from any verbal agreements and commitments made by WAVE7, unless WAVE7 has confirmed these in writing and expressly to the Client.
Provisions in the Agreement that must remain in force expressly or by their nature even after the expiration or termination of the Agreement shall remain in force after expiration or termination.
2. Quotations
Every Quotation is without obligation, unless WAVE7 indicates otherwise in its Quotation.
A Quotation is valid for 14 days after the date, unless WAVE7 indicates otherwise in its Quotation.
All Quotations are based on the information provided by the Client. If it appears that the information provided by or on behalf of the Client is incorrect or incomplete, WAVE7 has the right to amend the Offer or the Agreement.
WAVE7 cannot be held to an obvious mistake or error in the Quotation.
Quotations and all text, photos, design, articles, concepts or other copyrighted content used or included therein or thereof remain the property of WAVE7 or its Suppliers. If the Client wishes to use it, WAVE7 can grant a license for this for a fee.
3. Deadlines, third parties, fees and costs
All mentioned (delivery) deadlines are always indicative.
WAVE7 has the right to have its activities carried out wholly or partly by Suppliers.
All Agreement and, Services and activities are carried out by WAVE7 and its Suppliers to the best of their knowledge and ability. WAVE7 cannot guarantee that the desired results will (actually) be achieved, but there is an obligation to make an effort to achieve them.
The Services performed by WAVE7 and its Suppliers will be charged to the Client by monthly invoice on the basis of time spent and costs incurred, unless the parties expressly agree otherwise in writing, for example the payment of a fixed price. Payment of the fee is not dependent on the result of the Services unless expressly agreed otherwise in writing.
Agreed deposits must be paid on time. As long as the Client has not paid the agreed down payment, WAVE7 may suspend its activities or the execution of the Agreement until it has received the deposit. This may affect the specified deadlines.
WAVE7 has the right to execute an Agreement in several phases and to invoice the part already executed separately. If the Agreement is executed in phases, WAVE7 may suspend the execution of the parts that belong to a subsequent phase until the Client has paid the invoice of the previous phase(s).
If, in the case of a continuing performance agreement, after the conclusion of the Agreement, but before the Assignment has been fully executed, fees or prices change, WAVE7 has the right to adjust the agreed rate, unless expressly agreed otherwise.
Unless expressly offered and agreed otherwise in writing, OB is not included in the price. OB will be charged separately on all amounts owed by the Client to the Contractor.
4. Cooperation of the Client
The Client must provide wave7 with all data, materials and information that WAVE7 indicates are necessary or that the Client believes or reasonably should understand that are necessary for the proper execution of the Agreement or work, to WAVE7 in a timely and correct manner and in the correct format.
The Client guarantees the accuracy, completeness, legality and reliability of the data, Work and, materials and other information provided by or on behalf of WAVE7 to WAVE7.
The Client guarantees that the data, Work and, materials and other information provided (hereinafter collectively referred to as: information provided) do not infringe the copyrights or other property rights of anyone. The Client is responsible and liable that it may provide this information to WAVE7 and that it may be used, adapted and processed as required for the Assignment by WAVE7 and Suppliers engaged by it. WAVE7 and its Suppliers are never liable for the use or content of information provided by the Client from the Client itself or from third parties. The Client shall fully indemnify WAVE7 against any claims from third parties and from procedural and other costs relating to infringement of copyright, property, contractual or extra-contractual rights. The Client will conduct any proceedings in this regard in a timely manner at its own expense.
5. Delivery, control, changes
The Client has the obligation to check the Services and Works provided by WAVE7 for inaccuracies and carelessness and accepts the liability arising from this. He indemnifies WAVE7 against any liability in this regard.
If the Client has demonstrably not given feedback, revisions, objections or any other form of counter-notice to WAVE7 within 14 days after delivery of the Work to the Client, there is delivery and acceptance thereof by the Client and WAVE7 will proceed to (final) invoicing. If the Client does not make use of a one-off revision of the Work within the stipulated period, this right shall lapse.
If the delivered goods contain inaccuracies that can be traced back to incorrect or incomplete information provided by the Client, the Client cannot refuse the delivered goods on those grounds.
An amendment or addition to the Agreement is only possible after the express written consent of WAVE7. Without giving notice of default, WAVE7 may refuse a request to amend or supplement the Agreement. Changes or additions usually incur costs. If the change or addition of the Agreement is the result of a circumstance that can be attributed to WAVE7, WAVE7 will not charge any additional costs.
6. Copyright, license
The performance of the Services and the provision of Works by WAVE7 does not also involve the transfer of intellectual property rights. All intellectual property rights resulting during, or resulting from, the performance of the Services and the delivery of Works belong to and remain with WAVE7 or its Suppliers.
Upon delivery and after full payment to WAVE7, the Client obtains a license to the Works delivered by WAVE7. Unless otherwise agreed in writing, this license is non-exclusive and non-transferable and applies only to use of the relevant Work by the Client itself for the agreed purpose and during the agreed period, on the understanding that reproduction and publication of a Work is not permitted without the prior written consent of WAVE7.
Use by third parties is only permitted with the prior written consent of WAVE7. Any other use, including (in whole or in part) reuse in another work, adaptations or modifications to the Work, or publication or use for another purpose or by third parties, must be the subject of an additional written Agreement, for which payment may be requested.
Any use of the Work that has not been agreed and does not fall under the described right of use is an infringement of the copyright of WAVE7 for which the Client is liable for damages.
Mention of WAVE7's name for Works supplied by it is mandatory upon publication and/or reproduction, unless otherwise agreed in writing.
In the event of copyright infringement, the Client owes a non-flat-rate fine of at least Nafl. 1,000, -, without prejudice to WAVE7's right to recover its full damage from the Client, as well as to recover all costs that WAVE7 must incur for legal assistance to recover the damage.
WAVE7 reserves the right to (re)use the knowledge gained by the performance of its activities for other (commercial) purposes, insofar as no confidential information of the Client is disclosed.
7. Termination
As soon as the Agreement has been concluded, it can no longer be cancelled free of charge by the Client. At the choice of WAVE7, the Client must then:
If there is an Agreement on an hourly basis: to reimburse all hours and costs incurred with a view to the execution of the Agreement (including obligations entered into by WAVE7 to pay Suppliers);
If there is a fixed price: to pay the agreed price.
8. Invoices, payment, costs
Payment by the Client of the amounts owed to WAVE7 must, without the Client being entitled to any deduction, discount, suspension or settlement, be made within 30 days of the invoice date, unless otherwise agreed in writing. The day of payment is the day of crediting the amount due to the declared bank account of WAVE7.
If the Client has not paid within the period referred to in the first paragraph, the Client is in default by operation of law and WAVE7 is entitled to charge the statutory (commercial) interest from that moment on.
If the Client has not paid within the period referred to in the first paragraph, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by WAVE7. The reimbursement of the costs incurred is not limited to any order for costs determined by the court.
Payments made are first for the payment of interest and costs due and then for the removal of outstanding invoices.
9. Confidentiality, reference
Both the Client and WAVE7, as well as persons who are employed by them and/or perform work for them, undertake to maintain the confidentiality of all information that they have obtained from each other that has been classified as confidential.
The secrecy does not include information that is already publicly known or information that is brought into legal proceedings.
WAVE7 may use the name of the Client as a reference and make it public as such, for example on social media or its website.
10. Liability WAVE7
Any liability of WAVE7 is limited to what is stipulated in these general terms and conditions.
WAVE7 is not liable for damage of any kind caused by WAVE7 relying on incorrect and/or incomplete information provided by or on behalf of the Client.
WAVE7 is only liable for direct damage. Direct damage is understood to mean: reasonable costs incurred to ensure that WAVE7's defective performance complies with the Agreement, insofar as it can be attributed to WAVE7, and reasonable costs to determine the cause and extent of the (direct) damage, as well as reasonable costs to prevent or limit the damage, insofar as the Client demonstrates that these costs have led to limitation of the direct damage. WAVE7 is never liable for indirect damage, including: lost profit, missed savings, damage due to business interruption and other consequential damage or indirect damage resulting from non-performance, late or improper performance by WAVE7 or its Suppliers.
Insofar as WAVE7 is liable for the non-execution, not on time or not properly execution of the Agreement, its liability is limited to a maximum of once the assignment sum, up to a maximum of Nafl. 30.000,- By Agreement and with a term of more than 2 months, WAVE7's liability is limited to the invoice amount of the past 2 months, with a maximum of Nafl. 30.000, -.
Any liability of WAVE7 expires after 1 year after termination of the work or the Services or after the damage occurs.
A coherent series of attributable shortcomings counts as one (1) attributable shortcoming.
The restrictions set out in this article do not apply if the damage is due to intent or gross negligence on the part of WAVE7.
11. Indemnification
The Client indemnifies WAVE7 against any claims from third parties who suffer damage in connection with the execution of the Agreement.
If WAVE7 should be approached by third parties on this basis, the Client is obliged to assist WAVE7 both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, WAVE7 is entitled to do so itself, without notice of default. All costs and damage on the part of WAVE7 and third parties arising as a result of this are entirely at the expense and risk of the Client.
12. Force majeure
WAVE7 is not obliged to fulfil any obligation and is not liable if there is a circumstance that is not due to fault or is at its expense under the law, legal act or generally accepted views.
If the period of force majeure lasts longer than 2 months, both the Client and WAVE7 are entitled to dissolve the Agreement, without obligation to compensate the other party for the damage suffered. If the aforementioned situation occurs when the Agreement has been partially executed, WAVE7 has the right to invoice the part already fulfilled separately. The Client is then obliged to pay this invoice as if it were a separate transaction.
13. Competent court and applicable law
The Agreement, and all activities, Services, Quotations, disputes and invoices from or on behalf of WAVE7 are exclusively governed by the law of Curaçao, even if a Client is established or resident abroad. All disputes on which a solution cannot be reached by mutual agreement will be submitted exclusively to the competent court in Curaçao. The United Nations Convention on Contracts for the International Sale of Goods (the 'Vienna Sales Convention') does not apply.