Terms and Conditions
The prices of services that Nody offers are stated in euros and are always exclusive of VAT and exclusive of other possible costs to be incurred in the context of the agreement, such as a website license, hosting, etc.
All large-scale project investments and payments options are personalized in the tailor-made contract. You have the option to pay in 1, 3 or 6 installments. These agreements are made in the contract that must be signed before starting a project.
The amount due must be paid within 14 days after receipt of the invoice. A payment that is not paid and runs after that date entails collection costs.
Nody Studio thinks it's important that customers can easily keep their own website up-to-date. This means that they are given the freedom to adjust texts and change photos when necessary.
Since Nody Studio is the creator of the website, the copyright of the website belongs to Nody. This means that if an adjustment has to be made to the layout over time (for example adding a page, changing colors, sliding different elements, etc.) these changes will be implemented by Nody or in consultation itself. can be implemented.
Our designs are licensed and transferred as the intellectual property of Nody Studio. They cannot be shared, resold, or redistributed, whether commercially or non-commercially.
1. Agreement, quotation and confirmation
1.1 These general terms and conditions apply to all quotations and the creation, content and fulfillment of all agreements concluded between the client and the contractor (hereinafter: designer). Deviations from these General Terms and Conditions can only be agreed in writing between the client and the designer.
1.2 Offers are without obligation and are valid for 7 days. Quotations may be subject to change due to an unforeseen change in work. Prices of services that I offer are stated in euros, excluding VAT and excluding other possible costs to be incurred in the context of the agreement, such as a website license, hosting, etc. Said rates and offers do not automatically apply to future assignments. The client guarantees the correctness and completeness of the information provided by or on behalf of the client to the designer on which the designer bases the quotation.
1.3 Orders are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the designer will start executing the assignment, the content of the quotation will be deemed to have been agreed and these General Terms and Conditions will apply. Further oral agreements and stipulations only bind the designer after they have been confirmed in writing by the designer.
2. The implementation of the agreement
2.1 The designer makes every effort to carry out the assignment carefully and independently, to represent the interests of the client to the best of his knowledge and to strive for a result that is useful to the client, such as a reasonable and professionally acting designer can and may be expected. Insofar as necessary, the designer will keep the client informed of the progress of the work.
2.2 The client does everything that is reasonably necessary or desirable to enable timely and correct delivery by the designer, such as the timely delivery of complete, sound and clear data or materials, as indicated by the designer or of which the client understands or should reasonably understand that they are necessary for the performance of the agreement.
2.3 A term specified by the designer for the execution of the assignment is indicative, unless agreed otherwise in writing.
2.4 Unless otherwise agreed, the designer's assignment does not include: a. carrying out tests, applying for permits and assessing whether instructions from the client comply with statutory or quality standards; b. conducting research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties; c. conducting research into the possibility of the possible forms of protection referred to in subsection for the client.
2.5 Before implementation, production, reproduction or publication, the parties will give each other the opportunity to check and approve the latest models, prototypes or proofs of the result.
2.6 Deviations in the (final) result compared to what has been agreed are no reason for rejection, discount, compensation or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.
2.7 Complaints will be communicated to the Designer in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have accepted the result of the assignment in full.
3. Engaging third parties
3.1 Unless agreed otherwise, assignments to third parties in the context of the execution of the assignment are provided by or on behalf of the client. At the request of the client, the designer can act as authorized representative at the expense and risk of the client. The parties can agree on a fee to be agreed in more detail for this.
3.2 If the designer draws up a budget for the costs of third parties at the request of the client, this budget is indicative. If desired, the designer can request quotations on behalf of the client.
3.3 If, in the execution of the assignment, the Designer purchases goods or services from third parties at its own expense and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of and/or separate agreements apply. with the supplier with regard to the warranty and liability also towards the client.
3.4 If the designer, whether or not on behalf of the client, issues orders or instructions to production companies or other third parties, the client will confirm the approval referred to in Article 2.5 of these General Terms and Conditions in writing at the request of the designer.
3.5 The client shall not engage third parties without consulting the designer if this could affect the performance of the assignment as agreed with the designer. Where appropriate, the parties will discuss which other contractors will be engaged and which work will be assigned to them.
3.6 The designer is not liable for errors or defects in products or services of third parties engaged by or on behalf of the client, regardless of whether they were introduced by the designer. The client must address these parties himself. The designer can provide assistance with this if desired.
4. Intellectual Property Rights and Proprietary Rights
4.1 All intellectual property rights arising from the assignment - including patent law, trademark rights, drawing or design rights and copyright - on the results from the assignment accrue to the designer. Insofar as such a right can only be obtained through a deposit or registration, only the designer is authorized to do so, unless agreed otherwise.
4.2 The parties may agree that the rights referred to in the first paragraph will be transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place are always recorded in writing. Until the moment of transfer, a right of use is provided as regulated in Article 5 of these General Terms and Conditions.
4.3 The designer has the right at all times to have his/her name mentioned or removed on, with or in publicity surrounding the result of the assignment - in the manner customary for that result. Without prior permission from the designer, the client is not permitted to publish or reproduce the result without mentioning the name of the designer.
4.4 Unless otherwise agreed, the (originals of) results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes) created by the designer within the framework of the assignment will remain , models, templates, prototypes, (partial) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) owned by the designer, regardless of whether these are available to the client or to third parties posed.
4.5 After completion of the assignment, neither the client nor the designer have a retention obligation towards each other with regard to the materials and data used, unless agreed otherwise.
5. Using the
5.1 When the client fully fulfills his obligations under the agreement with the designer, he acquires the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use will be limited to that use for which the assignment has (apparently) been given. The right of use is exclusive, unless the nature of the agreement dictates otherwise or has been agreed otherwise.
5.2 If the result also relates to works to which rights of third parties rest, the parties will make additional agreements on how the use of these works will be arranged.
5.3 Without written permission, the Client is not entitled to adjust, use or re-use or perform the result of the assignment in a broader or different manner than agreed, or to have this done by third parties. The designer can attach conditions to this permission, including paying a fair compensation.
5.4 In the event of broader or different use on which no agreement has been reached, including alteration, mutilation or impairment of the provisional or final result, the designer is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or at least one compensation that is reasonable and fair in proportion to the infringement committed, without otherwise losing any other right.
5.5 The client is no longer permitted to use the results made available and any right of use granted to the client in the context of the assignment will lapse, unless the consequences thereof are contrary to reasonableness and fairness:
a. from the moment that the client does not or does not fully comply with its (payment) obligations under the agreement or is otherwise in default;
b. if the assignment is terminated prematurely for reasons stated in Article 8.1 of these General Terms and Conditions;
c. in the event of bankruptcy of the client, unless the relevant rights have been transferred to the client in accordance with Article 4.2 of these General Terms and Conditions.
5.6 With due observance of the interests of the client, the designer has the freedom to use the results for its own publicity, acquisition of commissions, promotion, including competitions and exhibitions, etc., and to loan them when it concerns physical results.
6. Fees and Costs
6.1 The designer is entitled to a fee for carrying out the assignment. This may consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum or any other fee to be agreed between the parties.
6.2 In addition to the agreed fee, the costs incurred by the designer for the execution of the assignment, such as office, travel and accommodation costs, costs for prints, copies, (printing) tests, prototypes, and costs of third parties for advice, production and guidance, etc., are eligible for reimbursement. These costs are specified in advance as much as possible, except when a surcharge percentage is agreed.
6.3 If the designer is forced to perform more or other work due to late or non-delivery of complete, sound and clear data/materials, due to a changed or incorrect assignment or briefing, or due to external circumstances, these activities will be charged separately. , based on the usual fee rates applied by the designer. The designer will inform the client about this in advance, unless this is not possible due to circumstances or the nature of the work does not allow for delay.
6.4 If the execution of the assignment is delayed or interrupted due to circumstances that cannot be attributed to the designer, the client is obliged to reimburse any costs that this entails. The designer will try to limit the costs as much as possible.
6.5 With each order, 2 correction rounds are included in the price. Additional costs will be added if the client wishes to make several correction rounds. These can be requested from the designer.
7. Payment Suspension
7.1 All payments must be made without deduction, set-off or suspension, within 14 days of the invoice date, unless agreed otherwise in writing or stated otherwise on the invoice.
7.2 All goods delivered to the client remain the property of the designer until all amounts that the client owes the designer on the basis of the agreement concluded between the parties have been paid to the designer in full.
7.3 If the client is in default with full or partial payment of the amounts due, the client owes statutory interest and extrajudicial collection costs, which amount to at least 10% of the invoice amount with a minimum of €150.
7.4 The designer is responsible for timely invoicing. In consultation with the client, the designer may charge the agreed fee and costs as an advance, in the interim or periodically.
7.5 The designer may suspend the execution of the assignment after the payment term has expired and the client, after having been warned in writing to pay within 14 days, fails to do so, or if the designer must understand through a statement or behavior from the client that payment will be omitted.
8. Termination and dissolution of the agreement
8.1 If the client terminates the agreement without any culpable failure on the part of the designer, or if the designer dissolves the agreement due to an attributable shortcoming in the fulfillment of the agreement by the client, the client is, in addition to the fee and the costs related to the work carried out up to then, will owe compensation. Behavior of the client on the basis of which the designer can no longer reasonably be expected to complete the assignment, is also regarded as an attributable shortcoming in this context.
8.2 The compensation referred to in the previous paragraph includes at least the costs arising from the obligations entered into by the Designer in its own name with third parties for the fulfillment of the assignment, as well as at least 50% of the remaining part of the fee that the client will pay upon full fulfillment of the assignment. the order would be due.
8.3 Both the designer and the client have the right to immediately terminate the agreement in whole or in part, and all amounts due will become immediately due and payable if a request for bankruptcy, (provisional) suspension of payment or debt restructuring is filed with regard to the other party.
8.4 If the work of the designer consists of the repeated performance of similar work, then this is a continuing performance contract, unless agreed otherwise in writing. This agreement can only be terminated by written notice with due observance of a reasonable notice period of at least three months, during which period the client continues to purchase the usual amount of work from the designer or will compensate financially.
9. Warranties and Indemnities
9.1 The designer guarantees that the delivered work has been designed by or on behalf of him/her and that, if the result is subject to copyright, he/she is regarded as a creator within the meaning of the Copyright Act and as the copyright holder can dispose of the work. Designer guarantees that the result of the assignment at the time of its realization, insofar as he/she knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.
9.2 When the client uses the results of the assignment, the client indemnifies the designer or third parties engaged by the designer for the assignment against all third-party claims arising from the applications or use of the result of the assignment. This is without prejudice to the designer's liability towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in Article 10 of these General Terms and Conditions.
9.3 The client indemnifies the designer against claims relating to intellectual property rights on all materials and/or data provided by the client, which are used in the performance of the assignment.
10.1 The designer is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
10.2 Correspondence and/or delivery takes place via email and the internet. The client is responsible for providing the correct (email) address to the designer. In addition, the client is responsible for correctly setting up his PC and any programs present, such as firewalls, spam filters and virus scanners, so that the client can receive messages and digital products.
10.3 The liability of the Designer is in any case always limited to the amount of the payment from his insurer, if applicable.
10.4 Damage for which the designer can be held liable on the basis of these general terms and conditions must be reported to the designer as soon as possible, but no later than 7 days after completion. Damage that has not been reported within that period is not eligible for compensation.
10.5 The designer is obliged to ensure careful storage of the information originating from the client. The risk associated with damage to information stored by the designer or third parties is expressly for the client. The risk of damage to information during transport or shipment is for the client.
10.6 The client is obliged, if reasonably possible, to retain copies of materials and data provided by him until the assignment has been fulfilled. If the client fails to do so, the designer cannot be held liable for damage that would not have occurred if these copies had existed.
10.7 After completion of the assignment, neither the client nor the designer have any obligation to object to each other with regard to the materials and data used.
11. Force Majeure
11.1 In the event of force majeure, the client can never hold Nody liable for its obligations. Force majeure is, among other things, if Nody is unable to fulfill its obligations due to the non-delivery and/or late delivery of their service and/or product by suppliers and/or malfunctions in a service and/or product of a supplier, war (danger), riot, acts of war, fire, water damage, frost, flood, earthquake, strike, company occupation, exclusion, government measures, equipment defects, failure in the supply of energy, failures in communicative connections including telecommunication connections.
11.2 Nody can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than 90 days, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
11.3 Any liability of Nody, including consequential damage, is excluded. In this context, consequential damage is in any case understood to mean: loss of profit, missed savings, reduced goodwill, damage due to business interruption, losses, costs incurred to prevent or determine consequential damage, loss, exchange or damage of electronic data and/or damage due to delay in transport of the data traffic and all damage other than that mentioned in this article.
12. Other Provisions
12.1 If the client wishes to give the same assignment to others than the designer at the same time or has already given the assignment to someone else, he will inform the contractor of this, stating the names of these others.
12.2 The client is not permitted to transfer any right under an agreement concluded with the designer to third parties, other than in the case of transfer of his entire company or with the written permission of the designer.
12.3 The parties are obliged to maintain the confidentiality of all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the assignment, from each other or from another source, of which it can reasonably be understood that disclosure or communication to third parties could cause damage to the designer or the client. Third parties involved in the performance of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.
12.4 If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain in full force. In that case, the parties will consult with the aim of agreeing on new provisions to replace the void or voided provisions, whereby the purpose and scope of the void or voided provisions will be taken into account as much as possible.
12.5 The headings in these Terms and Conditions are for ease of reading only and do not form part of these Terms and Conditions.
12.6 Dutch law applies to the agreement between the designer and the client. In the first instance, the parties will try to resolve a dispute in mutual consultation. Unless the parties have expressly agreed on arbitration in writing, the competent court according to the law, or the court in the district where the designer is established, at the designer's discretion, will take cognizance of disputes between the designer and the client.