1. General | Definitions:
Eyeforce: Eyeforce B.V., having its registered office at Stuyvesantstraat 15HS (1058 AJ) in Amsterdam and registered with the Chamber of Commerce under number 58034870.
Other Party: The (legal) person to whom Eyeforce has addressed an offer or with whom Eyeforce has entered into a contract.
2.1 These terms and conditions apply to every quote, offer or contract between the Other Party and Eyeforce, in so far as the parties have not explicitly deviated from these terms and conditions in writing.
2.2 If there has not been explicit deviation from any written provision in these terms and conditions, these terms and conditions prevail over any terms and conditions which the Other Party wishes to apply.
2.3 The terms and conditions also apply to follow-up assignments in the event the terms and conditions applied to an earlier assignment.
2.4 If one or more provisions in these general terms and conditions at any time turn out to be void or voidable in whole or in part, the other provisions of these general terms and conditions will continue to apply in full. The Other Party and Eyeforce will then agree new provisions to replace the void or voidable provisions in consultation, whereby the goal and purport of the original provisions is observed as much as possible.
2.5 If there is a lack of clarity on the interpretation of one or more provisions of these general terms and conditions, the interpretation must be in accordance with the spirit of these provisions.
2.6 If Eyeforce does not always demand strict compliance with a provision, this does not mean that Eyeforce loses the right to demand strict compliance with these provisions in other cases.
3. Quotes and offers
3.1 All quotes of Eyeforce are completely without commitment. Offers made by Eyeforce are valid for 30 days, unless explicitly otherwise stated in the offer. If a quote or offer contains an offer without commitment and it is accepted by the Other Party, Eyeforce has the right to revoke the offer at latest two working days after receipt of the acceptance.
3.2 Apparent mistakes or typos in the offer or quote do not bind Eyeforce in any way. Eyeforce is always authorised to rectify such apparent typos and mistakes.
3.3 The prices specified with the offer are based on the cost-determining factors at that time. Eyeforce reserves the right to change prices in the event of a change in cost factors which Eyeforce deems to be of influence on these prices.
3.4 Acceptance of an offer will be effected in writing.
3.5 If the acceptance by the Other Party deviates on essential points from the offer, the contract will first be made if Eyeforce has explicitly agreed to these deviations in writing.
3.6 The prices or rates stated in the quotes, offers and the like are exclusive of VAT and any costs, unless the parties explicitly agree otherwise.
3.7 Quotes, offers and/or prices do not automatically apply to follow-up assignments.
3.8 Unless the parties explicitly agree otherwise, travel and accommodation costs are deemed additional costs and are not included in the offer. The above costs will be added to the final invoice.
4.1 Contracts, including those made by intermediaries, are only binding on Eyeforce when Eyeforce has confirmed them in writing.
4.2 Agreements or changes which are made to the contract later will only be binding on Eyeforce after they have been confirmed in writing.
4.3 If an other party cancels the assignment after approval, Eyeforce will charge 25% of the agreed price. If the Customer cancels the assignment 7 days before the execution date, Eyeforce will charge 50% of the agreed price. If the Customer cancels the assignment on the execution date, Eyeforce will charge 75% of the agreed price. Nevertheless Eyeforce reserves the right to demand performance of the contract or compensation of the loss.
4.4 Eyeforce will do everything that is reasonably possible to perform the Contract in accordance with the requirements of proper skill and on the basis of the state of the art known at that time. Nevertheless, Eyeforce is only subject to an obligation of endeavour.
4.5 If Eyeforce deems it necessary to engage third parties in the framework of the contract, it is free to do so.
4.6 The delivery times specified by Eyeforce are purely indicative and time is not to be deemed of the essence.
4.7 The Other Party will see to it that all information, goods and facilities necessary for the correct execution of the assignment are furnished or made available in time.
5.1 In the event the Other Party fails to pay an invoice, all costs for acquiring extrajudicial settlement are at the Other Party’s expense. The extrajudicial collection costs are fixed in advance at 15% of the invoice amount with a minimum of €300.
5.2 In the event of liquidation, bankruptcy or a moratorium on payment of the Other Party, Eyeforce’s claims will be immediately due.
5.3 The Other Party is obliged on Eyeforce’s first request to give security for the full performance of the contract, whereby in the event of failure to do so all of Eyeforce’s claims will be immediately due.
6. Intellectual Property Rights
6.1 All rights of intellectual property (explicitly including copyright) with regard to concepts and formats developed by Eyeforce and all related works such as – but not exclusively – texts, film, music, logos and/or pictorial marks as well as with regard to the Result produced by Eyeforce, which have been presented to or made available to the Other Party, belong to Eyeforce. The foregoing is subject to the reservation that the parties have not explicitly agreed otherwise.
6.2 All rights of intellectual property (explicitly including copyright) with regard to the Result developed by Eyeforce in the framework of the Assignment/contract, may only be used in the original form and within the framework of the use agreed between Eyeforce and the Other Party. Eyeforce’s prior written consent is required for any additional use.
6.3 Should the Other Party, after agreement with Eyeforce, make public and/or reproduce the reports, productions, designs developed or made available pursuant to the contract, then at all times the source must be stated including a reference to the website www.eyeforce.nl.
6.4 The Other Party fully indemnifies Eyeforce against claims of third parties for infringement of copyright as a result of editing and/or the duplication of material and/or works to be effected by Eyeforce on the Other Party’s request, which material and/or works is/are provided by the Other Party.
6.5 Eyeforce also reserves the right to use the knowledge which it has gained from the execution of the work for other purposes, in so far as no confidential information is disclosed to third parties in this respect.
6.6 The Other Party is not permitted to remove or change any indication concerning copyrights, marks, trade names or other rights of intellectual or industrial property from the reports, productions or materials.
7.1 Without prejudice to the obligations under the law Eyeforce is not liable for any loss, direct or indirect, which is the result of late or poorly executed services.
7.2 Without prejudice to the provisions in Art. 7.1, Eyeforce’s liability is always limited to the net invoice value of the executed services, which were not executed properly or in time.
7.3 Without prejudice to the provisions in Arts. 7.1 and 7.2 there can only be liability on the part of Eyeforce in the case of intent or wilful misconduct.
7.4 The Other Party is obliged to be adequately insured with regard to liability to Eyeforce and/or third parties.
7.5 The Other Party will indemnify Eyeforce with regard to claims of third parties which are connected with the performance of the contract made between the parties.
8. Force majeure
8.1 Eyeforce has the right to suspend an obligation if due to circumstances beyond its control or which it was not or could not have been aware of when making the contract, it is temporarily prevented from performing its obligations.
8.2 Shortcomings of suppliers, strikes and work interruptions, weather influences, theft or other methods of loss of materials are in any event circumstances as referred to in Art. 8.1
8.3 If the performance becomes permanently impossible the contract can be terminated with regard to the part that has not yet been performed. In that case the Other Party is not entitled to compensation of the loss suffered as a result of the termination.
9. Suspension and termination
9.1 In the event the Other Party fails in the performance of an obligation Eyeforce has the right to suspend its obligations or to terminate the contract in whole or in part.
10. Applicable law
10.1 The contract made between Eyeforce and the Other Party is exclusively governed by Dutch law.
10.2 Any disputes will be adjudicated by the competent court in the place where Eyeforce has its registered office, albeit that Eyeforce always retains the right to present the dispute to the competent court in the place where the Other Party is based.