General terms and conditions Changefied BV

These general terms and conditions apply to all offers and agreements resulting from them between Changefied BV in Heerhugowaard, Chamber of Commerce number 90464559, and its counterparties ("Client"). 

Provisions or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are only binding for Changefied BV if and to the extent that this has been expressly accepted in writing.

Offer and acceptance 

1. Changefied BV prepares a quote specifying the services it offers to perform ("the Services"), what is included in the Services, and the amount due. Only the description of the Services provided in the quote is binding. 
2. In general, the Services include the provision of software licenses, hardware delivery, custom software development, hardware configuration and installation, software configuration and installation, and all related services. Other work will only be performed if stated in the quote. 
3. A quote is entirely non-binding and valid for 30 days after dispatch, unless otherwise stated in the quote. Changefied BV is never obligated to accept an acceptance after this period, but if Changefied BV does so, the quote is still accepted. 
4. The agreement is concluded at the moment when the notification containing acceptance of the quotation by the Client is received by Changefied BV. This notification can be made by e-mail. 
5. If the Client does not explicitly agree to the quote, but nevertheless agrees, or gives the impression, that Changefied BV is performing work that falls within the description of the Services, the quote will be considered accepted. This also applies if the Client requests Changefied BV to perform certain work without waiting for a formal quote. 
6. Modifications to the Services may only be made with the consent of both parties, except as otherwise provided elsewhere in these terms and conditions. 
7. Changefied BV will provide an appropriate quotation for requests for additional work. 

Delivery and acceptance 

1. After completion of the work or parts thereof, Changefied BV will deliver the result when, in its professional opinion, it meets the specifications or is suitable for use. 
2. The Client must then evaluate the delivered work within five business days of delivery and approve or reject it. If the Client does not reject the delivered work within this period, it is deemed accepted. 
3. If work is delivered in phases, the Client must approve or reject the portion of the work in each phase after delivery, in the manner specified in the previous paragraph. The Client may not base approval or rejection in a later phase on aspects approved in an earlier phase. 
4. If the Client rejects the delivered work in whole or in part, Changefied BV will endeavor to address the reason for the rejection as quickly as possible. Changefied BV may do this by revising the result or providing a reasoned explanation as to why the reason is invalid. The Client then has a further five business days to approve or reject the revision or explanation. 
5. If the Client rejects the delivered product in whole or in part after the first revision or motivation, a reasonable number of revision rounds will follow, in the opinion of Changefied BV. 
6. If either party indicates that further revisions are no longer useful, both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will reimburse Changefied BV for the hours actually worked, up to a maximum of the amount quoted for the rejected work. However, this does not authorize the Client to use the rejected work in any way whatsoever. 
7. After acceptance of the delivered goods, any liability for defects in the delivered goods expires, unless Changefied BV was aware of the defect or should have been aware of it at the time of acceptance. In any case, any liability for defects expires one year after termination of the Agreement for any reason. 

Delivery of the Services 

1. After the agreement has been concluded, Changefied BV will perform the Services as soon as possible in accordance with the quotation, taking into account the reasonable wishes of the Client. 
2. The Client is obligated to do and refrain from doing everything that is reasonably desirable and necessary to enable the correct and timely performance of the Services. In particular, the Client shall ensure that all data that Changefied BV indicates is necessary, or that the Client reasonably should understand is necessary, for the performance of the Services, are provided to Changefied BV in a timely manner. 
3. Client will grant Changefied BV access to all locations, services and accounts under its management (such as web hosting accounts) that Changefied BV reasonably requires to provide the Services. 
4. Changefied BV guarantees that the Services will be performed carefully, thoroughly and as well as possible. 
5. Changefied BV is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and, if any imperfections are discovered, to suspend the agreed work until the Client has removed the imperfections in question. 
6. Unless otherwise agreed, Changefied BV is not a party to the provision of third-party services, such as software licenses or hosting required for Services, even if Changefied BV purchases these services on behalf of the Client. For software licenses provided as a Service, it depends on the supplier whether Changefied BV is the Client's contractual counterparty or the supplier. Changefied BV will provide adequate information regarding this matter. 
7. Changefied BV has the right to (temporarily) not provide or to provide limited Services if the Client fails to fulfil an obligation towards Changefied BV under the agreement or acts in violation of these general terms and conditions. 
8. Changefied BV will make every effort to respond to a request from the Client as quickly as possible, but cannot make any concrete commitments regarding times, unless otherwise agreed in the quotation. 

Sales of equipment 

1. No warranties are provided for equipment supplied as part of the Services, except as provided by the manufacturer or importer. The Client must invoke these warranties directly with this party. Changefied BV will mediate in these claims upon request, but is not liable if the manufacturer or importer refuses to repair or replace the equipment or charges a fee for doing so. 
2. For the VR/AR/XR equipment supplied, the Manufacturer’s Health and Safety warnings must be observed by the purchaser. 

Installation and configuration 

1. Changefied BV will configure and install equipment and software for the Client in accordance with the quotation or further specification, in order to create a working environment. 
2. The selection, procurement, and management of the environment within which the configuration and installation will take place is the sole and complete responsibility of the Client, except for equipment supplied under the "Sale of Equipment" article. Changefied BV will provide instructions regarding the desired configuration. If the designated environment does not meet Changefied BV's requirements, Changefied BV reserves the right to refuse installation or configuration. 
3. At the request of Changefied BV, the Client will grant Changefied BV employees and assistants all necessary access to the environment to enable installation, configuration, maintenance, and modifications. Physical access to the Client's equipment will only occur if necessary and only after prior consultation with the Client. 
4. If third-party software is installed, the Client must have sufficient licenses and ensure that the provisions contained therein are strictly adhered to. The Client indemnifies Changefied BV against all third-party claims concerning the installation and licensing of the software, except insofar as the claims result from information or licenses provided by Changefied BV. 

Development of works 

1. If a Service aims to develop, configure and/or adapt Works, Changefied BV shall, unless otherwise agreed, have the right to use images, software and components from third parties in the development, configuration or adaptation of Works. 
2. Changefied BV is permitted to use open-source software, the rights to which are held by third parties. This means, among other things, that Changefied BV may supply open-source software to the Client and may incorporate open-source software into Works that Changefied BV creates or modifies as part of a Service. If the license for certain open-source software means that the Client may only distribute (parts of) the software as open-source, Changefied BV will adequately inform the Client of all applicable license terms. 
3. After delivery, the responsibility lies with the Client for correct compliance with the relevant third-party licenses when using the developed Works. 

 

 

Intellectual property rights 

1. All intellectual property rights to all Services or Works developed or delivered under the agreement are the exclusive property of Changefied BV or its licensors. Rights may only be transferred to the Client if explicitly stated in the quotation or separately agreed upon. 
2. The Client shall only acquire the rights of use and authorities that arise from the scope of the agreement or that are granted in writing, and for the rest, the Client shall not reproduce or publish the Works or other results of Services materials. Any use, reproduction or publication of the materials that falls outside the scope of the agreement or the granted rights of use shall be considered an infringement of copyright. The Client shall pay an immediately due and not subject to judicial mitigation fine of € 900,000.00 per infringing act to Changefied BV. This does not affect the right of Changefied BV to receive compensation for its damages resulting from the infringement or to take other legal measures to end the infringement. 
3. The Client is not entitled to make changes to Works for which it has been granted the right of use, unless this is necessary for the intended use or to correct errors. 
4. The Client is not entitled to a copy of source files (such as image, website, or software source code) of delivered Works unless this has been explicitly and unambiguously agreed in writing. Changefied BV may reuse the source files it has developed at any time. 
5. The Client is not permitted to remove or alter any indication concerning copyright, trademarks, trade names or other intellectual property rights from the materials from Works for which it is licensed, including indications regarding the confidential nature and secrecy of the materials. 

Prices and payment 

1. The client purchases the hardware, training, and hours worked as quoted. Software licenses are provided on a subscription basis, meaning a fixed amount payable quarterly or annually in advance. 
2. Changefied BV will send an electronic invoice to the Client for the amounts owed by the Client. 
3. The payment term for invoices is one month from the invoice date, unless a longer payment term is specified on the invoice. If the Client fails to pay on time, they will be in default by operation of law after this period has elapsed, without any notice of default being required. If an amount due is not paid within the payment term, statutory interest will be due on the outstanding invoice amount. 
4. If the Client believes that (part of) an invoice is incorrect, they must notify Changefied BV within the payment term. The payment obligation for the disputed amount (but not the remaining amount) will be suspended until Changefied BV has investigated the report. If, after Changefied BV's investigation, it appears that the dispute was unfounded, the Client must pay the disputed amount within seven days. 
5. In the event of late payment, the Client is obligated to pay, in addition to the amount owed and the accrued interest, full compensation for both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs, and debt collection agencies. Specifically, Changefied BV is entitled to charge an administration fee of €50 in this case. 
6. The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a suspension of payments or if all assets of the Client are seized, if the Client dies, goes into liquidation or is dissolved. 

Confidentiality 

1. The parties will treat information they provide to each other before, during, or after the performance of the agreement as confidential if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties also impose this obligation on their employees and any third parties engaged by them to perform the agreement. 
2. Changefied BV will endeavor to prevent access to data stored and/or distributed by the Client via the hardware or software to which the Services relate, unless this is necessary for the proper performance of the agreement or Changefied BV is obligated to do so by law or court order. In that case, Changefied BV will endeavor to limit access to the data as much as possible, to the extent possible. 
3. Changefied BV may use the knowledge acquired during the execution of the agreement for other assignments, provided that no information from the Client becomes available to third parties in violation of confidentiality obligations. 
4. The obligations under this Article shall survive termination of the Agreement for any reason whatsoever, and for as long as the party providing the information can reasonably claim the confidential nature of the information. 

Liability 

1. Changefied BV shall only be liable to the Client in the event of an attributable failure to perform the agreement and exclusively for compensatory damages, i.e. compensation for the value of the performance not performed. 
2. Any liability of Changefied BV for any other form of damage is excluded, including, but not limited to, additional compensation in any form whatsoever, compensation for indirect or consequential damage, damage due to lost turnover or profit, damage due to loss of data, and damage due to exceeding deadlines as a result of changed circumstances. 
3. In the event of liability under the first paragraph, the maximum amount Changefied BV is obligated to reimburse will be equal to the amount owed for the relevant Service. This maximum amount will lapse if and to the extent the damage is the result of intent or gross negligence on the part of Changefied BV. 
4. Changefied BV's liability for attributable failure to perform the agreement arises only if the Client immediately and properly notifies Changefied BV in writing of the default, setting a reasonable period within which to remedy the default, and Changefied BV continues to fail to perform its obligations after that period. The notice of default must contain as detailed a description of the default as possible, so that Changefied BV can respond adequately. 
5. In the event of force majeure, which in any case includes disruptions or failures of the internet, the telecommunications infrastructure, power failures, internal unrest, mobilization, war, transport disruptions, strikes, lockouts, business interruptions, stagnation in supplies, fire, flooding, import and export restrictions and in the event that Changefied BV is prevented from delivering by its own suppliers, regardless of the reason, as a result of which performance of the agreement cannot reasonably be expected of Changefied BV, the performance of the agreement will be suspended, or the agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay damages. 

Duration and termination 

1. The agreement is entered into for the period necessary for the delivery of the Services. The agreement may only be terminated prematurely as provided in these general terms and conditions, or with the consent of both parties. The Client may terminate the agreement prematurely upon payment of a redemption fee equal to 50% of the total value of the undelivered portions of the agreement. 
2. Following termination, cancellation, or dissolution for any reason, Changefied BV is entitled to delete all data stored for the Client immediately after the agreement expires. Changefied BV is not obligated to provide the Client with a copy of this data in such cases. 
3. The Agreement will automatically terminate if a party is declared bankrupt, applies for a moratorium on payments, has all assets seized, dies, goes into liquidation, or is dissolved. 

Changes to the agreement 

1. After acceptance, the agreement may only be modified by mutual consent. 
2. If the agreement is a continuing performance agreement, Changefied BV is entitled to unilaterally amend or supplement these general terms and conditions once per calendar year. It must notify the Client of this at least two months before the amendments or supplements take effect. However, amendments to the general terms and conditions cannot override a specific agreement. 
3. If the Client objects within this period, Changefied BV will consider whether or not to withdraw the objectionable adjustments or additions. Changefied BV will notify the Client of this decision. If Changefied BV does not wish to withdraw the objectionable adjustments or additions, the Client has the right to terminate the agreement as of the date they become effective. 
4. Changefied BV may make changes to these terms and conditions at any time if necessary due to changes in legislation. The Client cannot object to such changes. 
5. The above regulation also applies to prizes. 

Final provisions 

1. This agreement is governed by Dutch law. Unless mandatory law prescribes otherwise, all disputes arising from this agreement will be submitted to the competent Dutch court in the district where Changefied BV is established. 
2. If any provision of this agreement is found to be void, this will not affect the validity of the entire agreement. In that case, the parties will agree on one or more new provisions that reflect the intent of the original agreement and these terms and conditions as closely as legally possible. 
3. In these terms and conditions, "written" also includes email and fax communications, provided the identity of the sender and the integrity of the content are sufficiently established. The parties will endeavor to confirm receipt and content of email communications. 
4. The version of any communication received or stored by Changefied BV shall be deemed authentic, unless the Client provides proof to the contrary. 
5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, Changefied BV is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary, or sister company.