Luxxion is the trade name of a company that is driven in the form of a one-man business, with the aim of presenting products and companies interactively, through specialist websites and exhibition presentations in Full HD or cinema format.
The provisions in these general terms and conditions have not only been made for Luxxion, but also for all persons engaged by it in carrying out any assignment, or for all persons for whose actions or omissions Luxxion could be liable.
All orders are accepted and executed exclusively by Luxxion as contractor. This also applies if it is the explicit or implicit intention that an assignment is carried out by a specific person. The applicability of article 7:404 of the Dutch Civil Code, which is the last mentioned case, and of article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability for cases where two or more persons are instructed, is expressly excluded.
Luxxion is free to have Luxxion's employees appointed by Luxxion carry out assignments under its responsibility, where appropriate with the involvement of third parties.
When carrying out the orders issued to him, Luxxion will take the care of a good contractor when carrying out all activities and selecting other (legal) persons to hire.
The Client is any person who has requested Luxxion for or on his behalf with the requested product or service, which request has been accepted by Luxxion in accordance with the provisions of articles 2 and 7.
For the execution of the order, the Client owes a fee, plus disbursements and sales tax (hereinafter also referred to as: 'the invoice'). The fee is determined on the basis of a maximum amount of time spent to be estimated in advance and a budget based thereon as specified below.
The payment obligation is indivisible and not subject to set-off, unless otherwise specified in a further agreement.
Luxxion's fee does not depend on the outcome of the assignment. If an order is withdrawn, in any case, the actual costs as described above remain due, unless Luxxion mitigates these costs in its discretion.
Work performed is normally charged as follows if the execution of the order extends over a period of more than one month: 40 percent when the order is approved, 50 percent after sending preview images and 10 percent after delivery. Exceptions to this are only possible if this has been agreed in writing with Luxxion and has been approved by both client and contractor.
Luxxion is always entitled to require the Client to pay one or more advances to further offset the final amount due.
An offer from Luxxion consists of an offer with regard to an order, briefly stating the proposed method and estimating a price as described in article 10 below.
All offers and offers from Luxxion take place under the applicable statement of these general terms and conditions, both to the offer and to any other agreements concluded on the basis of that offer. The application of the general terms and conditions invoked by the Client is expressly rejected by Luxxion. The Client's general or special terms and conditions are excluded, especially insofar as those terms relate to payment, settlement or the right to pledge or transfer Luxxion's claims to clients.
All offers and offers from Luxxion are without obligation, unless they include a period for acceptance. If a quote or offer from Luxxion contains an informal offer and this is accepted, Luxxion has the right to cancel the offer or offer five working days after receipt.
The Client will only be able to revoke a written order that has not yet been accepted by Luxxion if all costs, or registrations made in assessing the assignment and preparing for acceptance, will be reimbursed or honored to Luxxion.
Changes to all agreements and to these general terms and conditions will only take effect if they have been agreed in writing between the two parties.
Luxxion can draw up contact reports for all eligible contacts with the Client, which can be sent to the Client for approval. If the Client has not responded in writing within five days of sending it, the relevant report will be considered correct and both parties will be bound by it.
Luxxion makes a budget for the assignment, briefly outlining the proposed method and estimating a price.
If necessary, the budget includes a fee specification (based on) the rates used by Luxxion and all additional costs.
If certain costs or cost items cannot be foreseen when preparing the budget, because, for example, they depend on the progress of the project or on third-party quotes or otherwise cannot be predicted with certainty, these memorandum can be included. This will then be passed on afterwards and reasonably.
The budget may be amended by Luxxion if and insofar as it is based on circumstances or facts that have subsequently changed.
Luxxion is entitled to exceed the issued budget by a maximum of 10% without prior consultation.
The client will sign Luxxion's budget for approval after shipment and return it to Luxxion. Such an agreement cannot be made by means of an electronic message.
If, at the Client's request, work is carried out by Luxxion before the aforementioned budget approval procedure has been completed, Luxxion will be entitled to pass on its fees and costs reasonably, even if they are not included in the budget or an approved budget is not reached at all.
If work is not carried out on the basis of a budget as referred to in Article 10, the following applies.
All prices do not include VAT, transport costs and postage.
Contrary to the provisions of article 8, Luxxion has the right to charge the Client for price increases from third parties, insofar as it becomes known after the offer.
Luxxion will fulfil the assignment to the best of its ability and from its professional perspective.
If the Client's instruction gives reason to do so and various options must be explored by Luxxion before a final proposal can be reached, these activities will also be included in the agreement, based on the final proposal.
The services and associated goods are provided at the location where Luxxion is located. If the services are provided by electronic data management, the services are deemed to be provided as soon as they are accessible to the receiving party (including at least when the message has reached the recipient's mailbox).
Transfer of ownership of any goods delivered takes place through delivery and full payment. The risk is from delivery to the Client.
The time schedule to be provided by Luxxion regarding the assignment is only indicative and is not to be regarded as a deadline (s).
Untimely delivery of any part does not give the Client the right to terminate the agreement or claim damage, unless the specific importance of a certain period of time has been established in writing by the Client in advance and this has been accepted by Luxxion.
Even in the event of a specific interest of a certain period of time, as referred to in paragraph 2 of this article, Luxxion will not be liable for late delivery caused by circumstances beyond Luxxion's control.
If the delivered goods have visible defects upon delivery, the Client is obliged to complain in writing without delay, at the latest within five working days.
Regarding defects, which were not visible upon delivery, the Client is obliged to complain in writing without delay, no later than five working days, after the defects could reasonably have been detected.
Complaints regarding invoices must be submitted to Luxxion in writing within eight days of the invoice date. The payment period will not be suspended as a result of such advertising.
Complaints that have not been made in writing and in a timely manner as described in this article no longer need to be dealt with by Luxxion.
Luxxion is entitled to suspend the execution of the order at any time, in the event that the Client is in default of any obligation towards Luxxion, including providing the requested security in article 23.5.
If the Client wishes to issue the same order to several companies at the same time, he must inform Luxxion in advance. The Client is also obliged to do so if it has already issued the same order to another company.
Luxxion may rely on the accuracy or completeness of the information provided by the Client in the assignment/briefings. The Client will be liable for any harmful consequences as a result of inaccuracies or omissions.
The copyright, the right to draw or model or any other intellectual property right with respect to any design (concept or final), any (work) drawing, model or other designs is owned by Luxxion.
Unless otherwise agreed in writing, by accepting the order and without prejudice to the provisions of this article under 2, the Client only obtains the right to use for the purpose and to the extent that was specifically intended between the parties at the time of acceptance of the order.
The Client will only be entitled to any use of any property that is subject to intellectual property rights as referred to in paragraph 1 of this article of Luxxion when full payment of everything owed to Luxxion has been made. If a payment term has not yet expired, any use will automatically be deemed to take place under the resolutive condition that payment is not made on time and Luxxion will later be entitled to (have) stopped any use after all.
The Client is not allowed to make changes to any Luxxion design, document or product without Luxxion's prior written consent. Luxxion will not unreasonably refuse this permission, but will also have to be given the opportunity to carry out such changes itself under its usual conditions.
Luxxion guarantees that the works and products it creates are original and that it has the relevant rights with regard to use, as described in the order.
Unless excluded in writing, Luxxion is entitled to sign its works, or to mention its name (or have it mentioned) in the animation, in the colophon or on a title role, a website designed by it or otherwise, as usual.
If Luxxion so wishes, the work will, where applicable, be marked with symbols c or d, stating Luxxion and the year of first disclosure, or the year and/or number of an international deposit.
Without prejudice to what will be agreed regarding the rights, Luxxion will be entitled to use its design for its own promotion and/or publicity. To do so, she will only require permission from the Client if the Client has not yet started to use the work himself, which permission will not be unreasonably refused.
The Client is entitled to cancel the order, but only under the following conditions: a) all costs reasonably incurred by Luxxion (including fees) up to the time of withdrawal will be paid by the Client immediately, and, b) Client will immediately reimburse Luxxion for the profit margin reasonably expected by Luxxion with regard to the order, for this purpose fixed here at 25 percent of the total amount that is involved in the assignment.
In the event of circumstances, Luxxion has the right to return the order, whereby it will be entitled to the compensation as described in paragraph 1 of this article.
In the event of (provisional) suspension of payment or bankruptcy of one of the parties, the other party has the right to terminate the agreement immediately. The provisions of paragraph 1 of this article also apply in such a case.
If, before the time of delivery to Luxxion, it appears that the Client is not creditworthy, if the Client does not, does not comply properly or does not timely comply with any obligation towards Luxxion, if the Client has been declared bankrupt or if a request to do so has been filed with the court, if the Client's business is placed under receivership, Luxxion has the right to terminate agreements with the Client, in whole or in part, without any notice of default or judicial intervention and without being obliged to pay any compensation, all this without prejudice to Luxxion's other rights in such a case.
If circumstances arise with regard to persons or materials that Luxxion uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so difficult or proportionately expensive that compliance with the agreement can no longer reasonably be required, Luxxion is authorized to terminate the agreement.
All payments must be received within 14 days of the invoice date, unless otherwise agreed in writing.
As soon as and as long as the Client has not paid all that is due in time, the Client is in default and owes a “penalty interest” for this. This consists of statutory interest plus a penalty of 2 percent.
All extrajudicial costs incurred by Luxxion to collect outstanding funds are borne by the Client. In any case, in the event of default, the Client owes Luxxion a minimum amount as set out in the bill rate of the Bar Association. If the actual costs are higher, the Client is bound to pay the excess.
Payments must be made to the bank account or giro account announced or otherwise specified by Luxxion.
Luxxion is at all times entitled, regardless of what has been agreed regarding payment, to require security for the fulfillment of the Client's financial obligations, including a bank guarantee, and the Client will reasonably have to cooperate.
In the context of these general terms and conditions and all agreements, an e-mail message will be deemed equivalent to a written statement.
In the event of a dispute about whether or not e-mail messages were received or sent, Luxxion's log file data will provide compelling evidence.
E-mail messages are deemed to have been received if they are accessible to the other party, including at least when they reach the receiving party's mailbox.
The party that uses telecommunications is responsible for choosing them. A party that uses telecommunications facilities will be liable for the resulting damage if data is mutilated during the transport of data or a delay in transmission, insofar as this damage can be recovered from the relevant telecom operator.
All materials and all digital information that relate to the assignment and that must be made available to the Client as part of this will be transferred to the Client at the Client's first request, but only after the Client has fulfilled all its obligations towards Luxxion. The costs for the data carrier required for this purpose are borne by the Client. The same applies to the Client with regard to materials and digital information from Luxxion, unless otherwise agreed.
The Client indemnifies Luxxion against any liability towards third parties for the defect of any product produced based on Luxxion's design, except in the event that there is a defect in its design that is reasonably known to Luxxion at the time of design.
In any case, Luxxion will never be liable to the Client or to third parties for any consequential or other damage. Without prejudice to the above, Luxxion will never owe compensation that exceeds what was involved with the assignment.
Without prejudice to as stated, the Client remains responsible for and indemnifies Luxxion at all times against any damage or claim resulting from an incorrect or incomplete description or mention of products or components thereof in the context of the order.
Force majeure means: any circumstance beyond Luxxion's direct influence or any circumstance that is not reasonably foreseeable that temporarily or permanently prevents Luxxion from fulfilling its obligations under the agreement. Such circumstances include: strikes in companies other than Luxxion's (wild strikes or political strikes), in Luxxion's company, a general lack of raw materials and other substances needed to achieve the agreed performance, unforeseeable stagnation at suppliers or other third parties on which Luxxion depends, and the general transport problems, restrictive government measures, mobilization, war, threat of war, in whole or partial default on the part of third parties from whom goods or services are being received or lack of raw materials, semi-finished products, auxiliary materials and/or energy.
In the event of force majeure, Luxxion has the right either to suspend compliance with its obligations towards the Client or to terminate the agreement, in whole or in part, without judicial intervention and without being obliged to pay any compensation, at Luxxion's discretion.
If, upon the occurrence of the force majeure, Luxxion has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice the part already performed or executable separately and the Client is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part that has already been executed or executable has no independent values.
If Luxxion later executes a part of the agreement temporarily suspended due to force majeure, the Client owes the entire agreed consideration, without any discount.
Luxxion is obliged to treat all information of the Client, which is known to him as confidential, confidentially.
The rights and/or obligations under agreements concluded under these terms and conditions cannot be transferred to third parties without the other party's prior written consent.
Dutch law applies to the exclusion of any other law.
All disputes arising from any agreement between Luxxion and Client will be subject to the judgment of the competent court in the district where Luxxion is located.
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