CHAPTER 1: GENERAL
Article 1. Definitions
1.1. In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise or evident from the context:
- service provider: the user of these general terms and conditions: Us by Su, located at Pruimentuin 13, Barendrecht, the Netherlands registered with the Chamber of Commerce under registration number 89037049;
- client: the natural person or company entering into an agreement with Us by Su;
- agreement: the agreement between the service provider and the client;
- services: the services performed by Us by Su on behalf of the client;
- website: the website http://www.usbysu.nl managed by Us by Su;
- Copyright: all work produced by Us by Su falls under Dutch copyright law and will remain under the ownership of Us by Su even upon transfer of the work.
Article 2. General
2.1. These general terms and conditions apply to all offers, quotations, and agreements between Us by Su and the client.
2.2. These general terms and conditions also apply to all agreements with Us by Su that require the involvement of third parties for their execution.
2.3. Any deviations from these general terms and conditions are only valid if expressly agreed upon in writing or by email.
2.4. The applicability of any purchasing or other conditions of the client is explicitly rejected.
2.5. If one or more provisions in these general terms and conditions are void or are declared voidable, the remaining provisions of these general terms and conditions will remain fully applicable. The void or voidable provisions will be replaced by Us by Su, taking into account the objective and scope of the original provision(s) as much as possible.
2.6. During the agreement, Us by Su has the right to unilaterally amend the general terms and conditions.
2.7. If Us by Su does not insist on strict compliance with these general terms and conditions at all times, this does not mean that these general terms and conditions would not apply or that Us by Su would lose the right to demand strict compliance with these general terms and conditions in future, whether or not similar, cases.
2.8. In the event of an interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always be decisive.
Article 3. Offers and quotations
3.1. All offers and quotations from Us by Su are without obligation.
3.2. The client is responsible for the accuracy and completeness of the requirements and specifications of the performance and other data provided by or on behalf of the client to Us by Su, which Us by Su’s offer is based on.
3.3. If the acceptance (on minor points) deviates from the offer included in the quotation, Us by Su is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless Us by Su indicates otherwise.
3.4. A composite quotation does not oblige Us by Su to perform part of the assignment at a corresponding part of the stated price.
3.5. Obvious errors or mistakes in publications, quotations, email messages, and agreements do not bind Us by Su.
3.6. Offers or quotations are not automatically valid for future orders.
Article 4. Conclusion of the Agreement
4.1. The agreement is concluded: a. after the client has signed and returned the agreement or quotation to Us by Su; or b. after the client has (digitally) accepted the offer and/or quotation from Us by Su.
Article 5. Cancellation
5.1. If the client cancels a concluded agreement for a specified period for performing work, cancellation fees will be charged to the client. The cancellation fees amount to: 25% of the remaining hours as specified in the order confirmation, multiplied by the hourly rate of Us by Su.
5.2. Cancellation must be done in writing or via email.
5.3. The client is not obligated to pay cancellation fees to Us by Su if the parties have agreed in the agreement that the agreement for a specified period can be terminated prematurely.
5.4. All work already performed and other incurred costs up to the termination of the agreement will be invoiced to the client.
Article 6. Termination
6.1. The client can terminate a concluded agreement for an indefinite period for performing work at any time. Termination must be done in writing or via email, with a notice period of 4 weeks.
Article 7. Execution of the Agreement
7.1. Us by Su will execute the agreement to the best of its knowledge and abilities and in accordance with the requirements of good craftsmanship. This is based on the state of scientific knowledge known at that time.
7.2. Us by Su will carry out the work at locations to be determined.
7.3. Us by Su has the right to engage third parties, obtain goods from third parties, use services from third parties, and have the agreement fully or partially performed by third parties, with notification to the client.
7.4. Us by Su shall never be obliged to perform any work that conflicts with its professionalism, the rights of third parties, a legal obligation, or what is considered appropriate in social interaction.
Article 8. Obligations of the Client
8.1. The client shall ensure that all data and materials indicated by Us by Su as necessary, or that the client should reasonably understand as necessary, for the execution of the agreement are provided to Us by Su in a timely manner. If the necessary data and materials for the execution of the agreement are not provided to Us by Su in a timely manner, Us by Su has the right to suspend the execution of the agreement and/or charge the client for any additional costs resulting from the delay.
8.2. The client is responsible for the accuracy, completeness, and reliability of the data provided by them, including data originating from third parties, unless otherwise specified by the nature of the agreement.
8.3. The provided data must comply with the specifications prescribed by Us by Su.
8.4. The client shall grant Us by Su all necessary powers to carry out the agreement.
8.5. The client shall indemnify Us by Su against any claims from third parties that suffer damage in connection with the execution of the agreement and for which the client is responsible.
8.6. The client is obliged to promptly inform Us by Su of any facts and circumstances that may be relevant to the execution of the work.
Article 9. Change of Invoice Address or Relocation
9.1. If the client moves or changes the invoice address, the client shall inform Us by Su of the new place of establishment and/or new invoice address in writing or via email, prior to the change, as soon as possible.
Article 10. Amendment of the Agreement
10.1. If, during the execution of the agreement, it appears necessary to change or supplement the work to be performed for proper execution, the parties shall timely and mutually adjust the agreement accordingly.
10.2. If the parties agree to modify or supplement the agreement, the completion time of the execution may be affected. Us by Su shall notify the client of this as soon as possible.
10.3. If the modification or supplement of the agreement will have financial and/or qualitative consequences, Us by Su shall inform the client in advance.
10.4. If a fixed price has been agreed upon, Us by Su shall indicate to what extent the modification or supplement of the agreement will result in exceeding this price.
Article 11. Delivery period
11.1. All delivery periods mentioned or agreed upon by Us by Su are determined to the best of its knowledge based on the information known to it at the time of entering into the agreement. Us by Su will make reasonable efforts to adhere to the agreed upon delivery periods. A mentioned or agreed upon delivery period shall never be considered as a strict deadline. The duration of the execution of the work can be influenced by the quality of the information and materials provided by the client and the cooperation extended.
11.2. Us by Su is not bound by any delivery periods, whether ultimate or not, that cannot be met due to circumstances beyond its control that occur after the conclusion of the agreement. Us by Su is also not bound by any delivery period, whether ultimate or not, if the parties have agreed to a change in the content or scope of the agreement.
11.3. Exceeding a delivery period never entitles the client to any compensation, dissolution of the agreement, or any other action against Us by Su. This does not apply in the event of intent or conscious recklessness on the part of Us by Su.
Article 12. Prices and rates
12.1. The prices and rates are exclusive of VAT (unless the VAT can be shifted) and in euros.
12.2. Us by Su has the right to change the rates. These changes will be communicated to the client in writing or electronically at least 1 month before they take effect. If the client does not agree with the new rates, the client is entitled to terminate the agreement from the moment the new rates apply. The termination must be made in writing or by email within 2 weeks after the client has been informed of the new rates. An increase in rates due to an increase in the VAT rate or due to a change in the agreement does not give the client the right to terminate the agreement.
12.3. Us by Su is entitled to increase a fixed agreed price if it is found during the execution of the work that the originally agreed or expected amount of work was underestimated to such an extent at the time of concluding the agreement, and this is not attributable to Us by Su, that it cannot reasonably be expected of Us by Su to perform the agreed work at the originally agreed price.
Article 13. Invoicing and payment
13.1. Invoicing for completed work will be done in consultation, with a 10% deposit and the remainder upon delivery or 100% upfront.
13.2. Payment must be made within 14 days after the invoice date, unless otherwise expressly agreed upon by the parties.
13.3. If the client fails to make payment within the specified payment term, the client is automatically in default. In that case, the client is liable to pay Us by Su the statutory (commercial) interest from the date on which the amount due became payable until the time of payment. In addition, all costs of collection, both judicial and extrajudicial, incurred after the client is in default, will be borne by the client. The compensation for extrajudicial collection costs is determined at least 15% of the principal amount due, with a minimum of €100. If the client is a consumer, the extrajudicial collection costs will be determined in accordance with the Dutch Collection Costs Act.
13.4. Payments made by the client will first be used to settle any interest and costs due, and then to settle the oldest outstanding invoices, even if the client designates a different allocation order.
13.5. The client is not entitled to set off or suspend payment.
3.6. Us by Su may retain possession of the items, products, data, documents, data files received or generated in the context of the agreement, despite an existing obligation to deliver, until the client has paid all amounts owed to Us by Su.
13.7. Rights are always granted to the client on the condition that the client pays the agreed-upon fees in a timely and complete manner.
Article 14. Ownership Rights
14.1. Us by Su is entitled to use the work produced on behalf of the client for its own publicity or PR purposes. In this context, Us by Su has the right to place the name and/or logo of the client and a link to the client’s website on its own website.
Article 15. Examination of Rights
15.1. The assignment does not include conducting research into the existence of trademark rights, copyrights, portrait rights, etc. of third parties. The same applies to research into the possibility of such forms of protection for the client.
15.2. The client must independently verify whether the materials provided to Us by Su for the execution of the agreement do not infringe upon the trademark rights, copyrights, portrait rights, etc. of third parties.
Article 16. Complaints
16.1. Complaints about the work performed must be promptly communicated to Us by Su by the client after delivery. The notice of default must contain a detailed description of the shortcomings so that Us by Su can respond adequately.
16.2. If a complaint is justified, Us by Su will still perform the work as agreed, unless it has become demonstrably futile for the client. The client must communicate this in writing.
16.3. If it is no longer possible or meaningful to perform the agreed work, Us by Su will only be liable within the limits of Article 18.
16.4. Complaints about the work performed do not suspend the client’s obligation to make payment.
16.5. For questions and/or complaints, the client can contact Us by Su in the following ways: a. via the email address: info@usbysu.nl; b. via the contact form on this website.
Article 17. Suspension and Termination
17.1. Us by Su is authorized to suspend the performance of obligations or terminate the agreement by written or electronic declaration if:
- the client fails to fulfill the obligations under the agreement, in whole or in part;
- circumstances that have come to the knowledge of Us by Su after the conclusion of the agreement give reasonable grounds to fear that the client will not fulfill the obligations;
- the client has been granted a suspension of payments;
- the client is bankrupt;
- a legal debt restructuring scheme is applicable to the client;
- the client’s business is liquidated or terminated, other than for the purpose of a merger or consolidation of businesses.
17.2. Furthermore, Us by Su is authorized to (have) the agreement terminated if circumstances arise that are of such a nature that performance of the agreement is impossible or can no longer be reasonably expected, taking into account principles of reasonableness and fairness.
17.3. If the agreement is terminated, Us by Su’s claims against the client become immediately due and payable. If Us by Su suspends the performance of obligations, it retains its rights under the law and the agreement.
17.4. Us by Su always retains the right to claim damages.
Article 18. Liability and Prescription
18.1. Us by Su cannot be held liable for any damages, whether direct or indirect, that result from:
- An event that is beyond its control and cannot be attributed to its actions or omissions, as described in Article 19.1 of these general terms and conditions.
- Any act or omission by the client, its employees, or other individuals employed or engaged by the client.
18.2. The client is always responsible for the accuracy and completeness of the data and documents provided by them. Us by Su is not liable for any damages that may occur as a result of inaccurate or incomplete data and documents provided by the client or the client’s instructions. The client indemnifies Us by Su against all claims in this regard.
18.3. The client is responsible for ensuring adequate security of their data, including making sufficient backups. Us by Su is not liable for any data loss.
18.4. The client is required, if reasonably possible, to retain copies of the materials and data provided by them until the completion of the assignment. If the client fails to do so, Us by Su cannot be held liable for any damages that would not have occurred if these copies had been retained.
18.5. Us by Su is not liable for any damages of any kind arising from (online) services or software provided by third parties.
18.6. Us by Su is not liable for any damages of any kind suffered by the client in connection with the (non)functioning of the client’s equipment, software, or (internet) connections.
18.7. The client is solely responsible for the decisions they make, whether or not based on advice from Us by Su.
18.8. The client cannot hold Us by Su liable if the results of the work do not meet the client’s expectations.
18.9. Us by Su is not liable for mutilation or loss of data resulting from the transmission of data using telecommunication facilities.
18.10. Any liability of Us by Su for consequential damages is excluded. Consequential damages in this context include, but are not limited to, loss of profit, missed savings, loss of revenue, costs incurred to prevent or establish consequential damages, loss or damage of data, delay damages, reputation damages, and imposed fines.
18.11. If Us by Su should be liable for any damages, the liability is limited to the amount of the payment made by Us by Su’s insurer. If the insurer does not make a payment in any case or if the damage is not covered by the insurance, the liability is limited to the maximum amount of the fee, or the part of the assignment to which the liability relates.
18.12. Claims and other powers of the client against Us by Su, regardless of the legal basis, expire after one year from the moment the client became or reasonably could have become aware of these rights and powers.
Article 19. Force Majeure
19.1. Force majeure on the part of Us by Su includes, among other things, the prevention of fulfilling its obligations under the agreement or preparing for it due to: disruptions in connections to and from the internet, virus infection or computer hacking by third parties, power failure, weather conditions, natural disasters, traffic disruptions, strikes, theft, fire, illness of the natural person who executes the agreement on behalf of Us by Su, government measures, and errors in software or (online) services provided by third parties. Force majeure also includes any event or circumstance that has made it significantly more difficult and/or costly for Us by Su to perform the agreement compared to the circumstances at the time of entering into the agreement, to the extent that performance can no longer reasonably be expected.
19.2. Force majeure also includes a non-attributable failure of suppliers of Us by Su, as a result of which Us by Su is unable to fulfill its obligations, either wholly or in part, or is unable to fulfill them in a timely manner.
19.3. During the period of force majeure, the parties may suspend their obligations under the agreement. If this period lasts longer than 2 months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.
19.4. To the extent that, at the time of the occurrence of force majeure, Us by Su has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, Us by Su is entitled to separately invoice the already fulfilled or to-be-fulfilled part. The client is required to pay this invoice as if it were a separate agreement.
Article 20. Confidentiality
20.1. Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information.
20.2. If, based on a legal provision or a judicial decision, Us by Su is obliged to provide confidential information to third parties designated by law or the competent court, and Us by Su cannot invoke a legal or recognized or permitted right of non-disclosure in that regard, Us by Su is not obliged to pay damages or compensation, and the client is not entitled to terminate the agreement on the grounds of any damage arising from this.
Article 21. Applicable Law and Competent Court
21.1. Dutch law applies to the legal relationship between the parties.
21.2. All disputes relating to agreements between the client and Us by Su shall be submitted to the competent court in the district where Us by Su is established. If the client is a consumer, they have 1 month after Us by Su has invoked this provision in writing against the client to choose the competent court according to the law to settle the dispute.