Article 1 – Agreement, offer and confirmation

1.1 Definitions

In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise.

1. Deliciae Design: Deliciae Design in Roosendaal (KvK no.64834379)
2. Client: the other party of Deliciae Design.
3. Agreement: the agreement between client and Deliciae Design

1.2 Applicability of these general terms and conditions

1. These general conditions apply to all offers, quotations, invoices and all agreements concluded and services rendered by Deliciae Design and all other actions performed by Deliciae Design.
2. By signing an agreement with Deliciae Design, the client declares that he has read and agrees to these terms and conditions of Deliciae Design.
3. All offers are without obligation unless the offer expressly states otherwise in writing.
4. Applicability of any purchase or other conditions of the client is expressly rejected.
5. If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions shall remain in full force and Deliciae Design and client shall consult in order to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the void or annulled provision.

1.3 Quotation

1. All written offers as well as related quotations from Deliciae Design are without obligation and are valid for a maximum of 30 days. Price quotes may always undergo changes due to an unforeseen change in work or a change in the order. This is done by mutual agreement and approval.
2. Deliciae Design is only bound to the offers if the acceptance thereof is confirmed to Deliciae Design by the client in writing and signed within 30 days, unless otherwise indicated.
3. Changes to the agreement originally concluded between the client and Deliciae Design are valid only from the moment these changes have been accepted and signed by both parties through an additional or amended agreement.
4. Verbal agreements and stipulations bind Deliciae Design only after they have been confirmed in writing by Deliciae Design, this also applies to changes in the original order.
5. A composite quotation does not oblige Deliciae Design to perform part of the assignment at a corresponding part of the quoted price.
6. Offers or quotations do not automatically apply to future orders.
7. All amounts mentioned are exclusive of the VAT rate applicable by law for Deliciae Design’s services.

1.4 Written confirmation

Assignments must be confirmed in writing by the client. Written means by letter or email. Further oral agreements and clauses shall not bind Deliciae Design until confirmed in writing by Deliciae Design.

Article 2 – Prices, invoicing and payments.

1. In the case of an agreement involving amounts to be paid periodically by the client, Deliciae Design shall be entitled to adjust the applicable prices and rates by means of a written notice on a period of at least 30 days.
2. Rate changes may take place when the content of the assignment changes, when the assignment is extended or when there are changes in laws and regulations applicable to Deliciae Design.
3. Unless otherwise agreed, a 30% deposit will be made on the total cost after approval of the quotation. Work will be started after the deposit is paid. It will be placed in a temporary location on the Internet where progress can be viewed. After the completion of the website, the remaining amount will be invoiced. Upon receipt of the fee, the website will be placed in its final location on the Internet.
4. Unless otherwise agreed: full billing for the maintenance contract or strip card is done in advance.
5. One month after billing (follow-up phase), the website is considered complete and no further changes to the website will be made at no charge. See maintenance contracts.
6. Payment of the invoice amount must be made no more than 14 days (2 weeks) after the invoice date, in the manner specified by Deliciae Design in the currency invoiced. The period of 14 days will be used unless otherwise agreed by the parties or if another period is specified on the invoice. Objections to the amount of invoices do not suspend the payment obligation.
7. All costs, falling on the payment, including exchange and bank charges, shall be borne by the client.
8. The signer of an offer is jointly and severally liable with the principal, natural or legal person in the name of and on behalf of whom he acts, in case of abuse of power, as well as in the absence of a complete identification of this principal. The agreement between the parties is considered concluded from the moment the client signs the quotation.
9. If the client fails to pay the amounts due within the agreed period, a reminder fee will be charged. If the client remains in default of payment after notice of default, the claim may be placed in the hands of a collection agency, in which case the client shall be liable for full compensation of extrajudicial and judicial costs in addition to the total amount then due.
10. If Deliciae Design is forced to perform more or other work due to late or non-delivery of complete, sound and clear data/materials or due to a changed or incorrect assignment or briefing, such work will be charged separately.
11. Additional work will be discussed and calculated separately between the parties. If additional work is deemed by Deliciae Design to be indispensable, Deliciae Design will notify the client immediately. If no agreement is reached with respect to the additional work deemed necessary, Deliciae Design will be entitled to discontinue the work and charge for it.
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Article 3 – Maintenance contracts

1. These terms apply to a one-year maintenance contract for an existing website.
2. Website maintenance means:
3. Keeping WordPress, plugins and themes up-to-date.
4. Creating a weekly or monthly backup of the entire WordPress website including database.
5. Performing other maintenance work as specified in the invoice.
6. The maintenance contract does not include any additional costs for troubleshooting possible problems found while updating WordPress. Also for making major changes to the theme, or changing the theme completely, or hours outside office hours (weekends and after 5:30 p.m.), a different rate applies (€85 per hour excluding VAT).
7. The maintenance contract is concluded for the period of 6 months, after that it is terminable per month.
8. The notice period for a maintenance contract is 30 days before the end of the contract date.
9. Deliciae Design is not liable for third-party plugins.
10. Paid plugins use a license, for most plugins this license lasts for 1 year. Without a valid license, the plugin will still work however it cannot be updated. Plugins that are not updated can lose functionality and pose a security risk, therefore it is always recommended to purchase a license. These costs are at your own expense.

Article 4 – Strippenkaart model

1. Trip card model. Herein, a specific number of hours are agreed upon which can be freely used by Client for technical support on a WordPress website. A stripe card is billed to client, with 7 days payment period. The effective date is the date payment is received. The entire fee will be billed in advance.
2. The credit on the strip card is valid for 1 year from the invoice date. Interim strip cards cannot be discontinued.
3. No refunds can be made on paid, and unused, strip tickets or portions thereof.
4. A strippenkaart is not transferable to third parties.
5. Work will be scheduled by mutual agreement.
6. Client shall at any time have access to a timesheet detailing previous work. If the work takes more time than the remainder on the strip card then prior contact will be made.
7. Trip card units are always performed within business hours. The stripe card cannot be used for work on weekends or national holidays.

Article 5 – Realization of the agreement

5.1 Carrying out the assignment

Deliciae Design will endeavor to carry out the assignment as carefully and independently as possible, to represent the client’s interests to the best of its ability and to strive for a result that is useful to the client. Deliciae Design will keep the client informed regarding progress of work. Deliciae Design maintains an obligation of effort and a maximum number of revisions are possible per phase. The exact number will be communicated in advance in the quotation.

5.2 Provision of data

The client shall ensure that all data, which Deliciae Design indicates are necessary or which the client should reasonably understand are necessary for the execution of the agreement, are provided to Deliciae Design in a timely manner. If the information required for the execution of the agreement is not provided to Deliciae Design in a timely manner, Deliciae Design has the right to suspend the execution of the agreement and/or charge the client for the additional costs resulting from the delay.

5.3 Incorrect data

Deliciae Design is not liable for damages, of any kind, due to the fact that user has relied on incorrect and/or incomplete information provided by the client, unless such inaccuracy or incompleteness should have been known to Deliciae Design.

5.4 Work by third parties

If in the execution of the assignment Deliciae Design procures goods or services from third parties according to explicit agreement for its own account and risk, after which these goods or services are passed on to the client, then the provisions of the general terms and conditions of the supplier with regard to the permissible deviations in the quality, quantity and capacity of these goods or services will also apply against the client.

5.5 Tests and agreement

Prior to production, reproduction or publication, Deliciae Design will give the client the opportunity to check and approve the final models, prototypes or proofs of the design. At Deliciae Design’s request, the client must confirm its approval in writing. Agreement by e-mail also counts as written. After approval, no rights will be derived without additional charges.

5.6 Authorized persons

Employees or contact persons acting on behalf of the client are deemed competent to act with respect to all aspects of the assignment.

5.7 Delivery period

A deadline specified by Deliciae Design for completion of the design is indicative in nature, unless the nature or content of the agreement indicates otherwise. Deliciae Design, even in the case of a stated deadline for completion of the design, shall be in default only after the client has given him/her notice of default by registered letter and compliance is not forthcoming within the reasonable period stated in the notice of default.

The client, by signing the quotation, undertakes to provide his/her cooperation in this regard and must provide the necessary data in time. If the client fails to do so, the total amount will be invoiced in full after the completion date has passed.

5.8 Testing, licensing and legal provisions

Conducting tests, applying for permits and assessing whether the client’s instructions meet legal standards are not part of Deliciae Design’s job.

5.9 Risk of storing information

Deliciae Design is obliged to ensure careful storage of the information originating from the client. The risk with regard to damage or loss of information stored at Deliciae Design or third parties is explicitly for the client unless the resulting damage is due to gross negligence of the causer. The risk regarding damage or loss of information during transportation or shipment is for the client.

5.10 Complaints

Complaints should be communicated in writing to Deliciae Design as soon as possible, but in any case within ten working days of completion of the assignment.

Article 6 – Changes and additional work.

1. If Deliciae Design has performed work or other performance that falls outside the content or scope of the agreed services and products at the request or with the prior consent of the client, such work or performance shall be reimbursed by the client to Deliciae Design in accordance with Deliciae Design’s customary rates. However, Deliciae Design is not obligated to comply with such a request and may require a separate written agreement to do so.
2. Insofar as a fixed price has been agreed for the services and products and the parties intend to enter into a separate agreement with respect to additional work or performance, Deliciae Design will inform the client in advance in writing or by telephone of the financial consequences of such additional work or performance.
3. After approving the quote and approving the first draft of the website, it is not possible to have changes made to the design free of charge.
4. Rate changes may take place when the content of the assignment changes, when the assignment is extended or when there are changes in laws and regulations applicable to Deliciae Design.

Article 7 – Intellectual property rights and proprietary rights.

7.1 Copyright and industrial property

All intellectual property rights arising from the assignment including patent, design and copyright shall belong to Deliciae Design unless otherwise agreed in writing between the parties. If such a right can only be obtained by filing or registration, then Deliciae Design shall have sole authority to do so.

7.2 Investigating the existence of rights

Conducting research into the existence of patent rights, trademark rights, drawing or design rights, copyrights and portrait rights of third parties is not part of Deliciae Design’s services. The same applies to any investigation into the possibility of such forms of protection for the principal. The client is responsible for having the proper permissions.

7.3 Credits

If it has been agreed that third parties will be involved in a modification or elaboration of the design, the client will oblige these third parties to clearly mention Deliciae Design’s contribution in publicity surrounding (an elaboration of) the design.

7.4 Attribution

Deliciae Design is always entitled to modestly sign the design and/or have its name mentioned in the colophon of a publication or as a hyperlink to its own website. The manner in which this naming will take place will be mutually agreed upon.

7.5 Property at Deliciae Design.

The working drawings, prototypes, models, molds, design sketches, prints, films and other materials or (electronic) (source) files created by Deliciae Design within the scope of the assignment remain the property of Deliciae Design, regardless of whether they are managed by the client.

The principal shall do all that may reasonably be expected of him to secure the goods delivered under retention of title. In any case, this means that the client will not sell Deliciae Design’s retained-property items, move them to another website, process them and/or incorporate them into another website.

7.6 Provision of property rights

All movable property and intellectual property rights delivered by Deliciae Design to the client in connection with the assignment shall remain the property of Deliciae Design until the client has fulfilled all obligations (and payments) under the Deliciae Design agreement in full. The moment these obligations are fulfilled, the client receives delivered movable property and intellectual property rights.

7.7 Promotional purposes

All websites and promotional materials developed by Deliciae Design may be used by Deliciae Design for its own promotional purposes, unless otherwise agreed in writing with the client.

Article 8 – Use and license

8.1 License to use the design.

When the client fully complies with his obligations under the agreement with Deliciae Design, he acquires an exclusive non-transferable license to use the (graphic) design.

8.2 Use of third-party fonts, software and other materials

The client is responsible for acquiring licenses from third parties for copyrighted material to be used in final products. Copyrighted materials include fonts, software, corporate identity elements, photographs and compositions.

8.3 Own promotion

Deliciae Design has the freedom to use and depict the design for its own promotion.

Article 9 – Fee

9.1 Fee and additional costs

In addition to the agreed fee, the costs incurred by the Deliciae Design for the execution of the assignment are also eligible for reimbursement.

If no fee has been agreed between Deliciae Design and the client for the work performed or to be performed by Deliciae Design, the parties will still agree on a reasonable fee based on the (hourly) rates and additional costs used by Deliciae Design.

9.2 Auditing

If the fee is in any way dependent on facts or circumstances, which must be evident from the client’s records, Deliciae Design has the right, after a statement from the client, to have the client’s records audited by a chartered accountant. If such an audit reveals that the client’s statement does not correspond to the actual state of affairs, the costs of this audit will be borne by the client, without, moreover, Deliciae Design losing any rights.

Article 10 – Payment

10.1 Settlement

Payment shall be made without any right of discount, set-off or suspension.

10.3 Periodic payments

Deliciae Design has the right to charge its fee on a monthly basis for work performed and expenses incurred for the execution of the assignment.

10.4 Expired license

If the client fails to fulfill its payment obligations, Deliciae Design is entitled to suspend all its work for the client until such time as these obligations are fulfilled. In that case, the client is expressly not permitted to use the designs and/or end products made available to him, and any license granted in the context of the order shall lapse.

Article 11 – Termination and dissolution of agreement.

11.1 Termination of agreement by client

If the client terminates an agreement, he must pay, in addition to compensation, the fee and expenses incurred with respect to the work performed until then.

11.2 Termination of agreement by Deliciae Design.

If the agreement is dissolved by Deliciae Design due to an attributable failure by the client to fulfill the agreement, the client must pay, in addition to compensation for damages, the fee and costs incurred with respect to the work performed up to that time.

Behavior of the client on the basis of which Deliciae Design can no longer reasonably be required to complete the assignment shall, in this connection, also be considered an attributable shortcoming.

11.3 Compensation

The compensation as referred to in art. 12.1 and art. 12.2 will include at least the costs arising from the obligations entered into by Deliciae Design in its own name for the fulfillment of the assignment with third parties, as well as 25% of the remaining part of the fee that the client would owe if the assignment were completely fulfilled.

11.4 Decommissioning

Deliciae Design has the right to put delivered products and services temporarily or completely out of use and/or restrict their use if client fails to comply with the agreement and obligation towards Deliciae Design or violates these general terms and conditions. Deliciae Design will notify client in advance, unless in all reasonableness and fairness this cannot be required of Deliciae Design. The obligation to pay the amounts due remains even during the decommissioning.

Article 12 – Warranties and indemnities

12.1 Copyright owner

Deliciae Design guarantees that the work delivered was designed by or on its behalf and that, if the design is copyrighted, it is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright owner.

12.2 Liability for claims regarding use of the design

The client shall indemnify Deliciae Design or persons engaged by Deliciae Design in the assignment for all third party claims arising from the applications or use of the result of the assignment.

12.3 Materials and data provided

The client indemnifies Deliciae Design against claims regarding intellectual property rights on materials or data provided by the client, which are used in the execution of the assignment.

Article 13 – Liability

13.1 Liability

Deliciae Design cannot be held liable for:

1. errors in the material provided by the client
2. misunderstandings or errors with respect to the performance of the agreement if they have their origin or cause in actions of the client, such as failure to provide complete, sound and clear data/materials on time or at all
3. errors of third parties engaged by/on behalf of the client
4. defects in supplier quotations or overruns of supplier quotations
5. errors in the design or text/data, if the client has given his approval, or has been given the opportunity to carry out a check and has indicated that he does not require such a check.

13.2 Limitation of liability

Except in the case of Deliciae Design’s intent or gross negligence, Deliciae Design’s liability for damages under an agreement or in tort committed against the client is limited to the fee associated with the assignment.

13.3 Expiration of liability

Any liability, notwithstanding the statutory provisions, shall expire after one year from the time the assignment is completed.

13.4 Copies of materials

The client is required, if reasonably possible, to retain copies of materials and data provided by him until the assignment is completed. If the client fails to do so, the designer cannot be held liable for damages that would not have occurred had these copies existed.

13.5 Retention obligation

After completion of the assignment, neither the client nor Deliciae Design have any obligation to each other to retain the materials and data used.

Article 14 – Privacy

14.1 Personal data

The client is obliged to pass on the necessary data regarding the website, domain name and hosting to Deliciae Design. Client is and remains the owner of all passwords and other documents obtained related to the website, domain name and hosting.

Your personal data will only be used by Deliciae Design to request your registration when applying for a domain name and/or hosting, as well as to provide targeted services in the case of a maintenance contract. Also, for the administration of Deliciae Design.

Your personal information, supplied documents, visual and audio materials will remain confidential. Deliciae Design never provides information such as name, address, email address, phone number, etc. to third parties without your express prior requested and given consent.

Article 15 – Other provisions

15.1 Transfer to third parties

The client is not permitted to transfer any right from an agreement entered into with Deliciae Design to third parties, other than upon transfer of its entire business.

15.2 Confidentiality

The parties are bound to keep confidential facts and circumstances, which come to the knowledge of the other party in the context of the assignment. Third parties involved in the execution of the assignment will be bound to the same confidential treatment with respect to these facts and circumstances originating from the other party.

15.3 Dutch law

The agreement between Deliciae Design and client is governed by Dutch law. The court to hear disputes between Deliciae Design and the client is the competent court in the district where Deliciae Design is located.