General Terms & Conditions

1. DEFINITIONS

In these general terms and conditions, the client is understood to mean: any natural or legal person with whom STUDIO.WHY concludes an agreement.

2. APPLICABILITY OF THESE TERMS AND CONDITIONS

  1. These general terms and conditions apply to and are part of all by STUDIO.WHY made offers, quotations, agreements and other legal acts, regardless of whether these have been made orally, in writing, electronically or in any other form.
  2. These conditions also apply to all agreements that the client enters into with third parties for the execution of the agreement.

3. OFFERS

  1. All offers and quotations are without obligation and will be offered in written form. The offer provides for a date, or can be determined by date.
  2. STUDIO.WHY is only bound by offers and quotations if the acceptance thereof by the client, preferably in writing, takes place within 30 days. The prices stated in a quotation or invoice are exclusive of VAT, unless otherwise indicated.

4. EXECUTION OF THE AGREEMENT

  1. STUDIO.WHY will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and on the basis of the state of science known at that time.
  2. As far as a proper execution of the agreement requires this, STUDIO.WHY has the right to have certain activities carried out by third parties.
  3. The client shall ensure that all data, of which STUDIO.WHY indicates that these are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, are provided in a timely manner to STUDIO.WHY. If the information required for the execution of the agreement is not provided to STUDIO.WHY in time, STUDIO.WHY has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay in accordance with the usual rates.
  4. STUDIO.WHY is not liable for damage, of whatever nature, due to incorrect and/or incomplete data provided by the client, unless this inaccuracy or incompleteness should have been known to STUDIO.WHY.
  5. If it has been agreed that the agreement will be executed in phases, STUDIO.WHY can suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
  6. The client indemnifies STUDIO.WHY for any claims from third parties.

5. CONTRACT DURATION – EXECUTION PERIOD

  1. The agreement is entered into for an indefinite period of time, unless the parties expressly agree otherwise in writing.
  2. If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a deadline. If the execution period is exceeded, the client must hold STUDIO.WHY therefore in writing in contempt.

6. AMENDMENT OF THE AGREEMENT

  1. If it appears during the execution of the agreement that for proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
  2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. STUDIO.WHY will inform the client of this as soon as possible.
  3. If the amendment or addition to the agreement has financial and/or qualitative consequences, STUDIO.WHY will inform the client about this in advance.
  4. If a fixed price has been agreed, STUDIO.WHY indicate to what extent the change or addition to the agreement results in an overrun of this price.

7. CONFIDENTIALITY

  1. The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
  2. If, on the basis of a legal provision or a court decision, STUDIO.WHY is obliged to provide confidential information to third parties designated by law or the competent court, and STUDIO.WHY cannot invoke a legal or recognized or permitted right of non-disclosure by the competent court, then STUDIO.WHY is not obliged to pay compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.

8. INTELLECTUAL PROPERTY

  1. Without prejudice to the provisions of article 7 of these terms and conditions, STUDIO.WHY reserves the rights and powers that it is entitled to on the basis of the Copyright Act.
  2. All by STUDIO.WHY provided documents, such as reports, advice, designs, sketches, drawings, (Miro) templates, software,  etc., are exclusively intended to be used by the client and may not be used by him without the prior permission of STUDIO.WHY, nor reproduced, made public, or brought to the knowledge of third parties.
  3. STUDIO.WHY also reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties.

9. TERMINATION

  1. The parties may terminate the agreement in writing at any time.
  2. If the agreement is terminated prematurely by the client, STUDIO.WHY is entitled to compensation because of the resulting and plausible loss of occupation, unless there are facts and circumstances underlying the termination that are the cause of STUDIO.WHY are attributable. Furthermore, the client is obliged to pay the invoices for work performed up to that point. The provisional results of the work performed up to that point will therefore be made available to the client subject to reservation.
  3. If the agreement is terminated prematurely by STUDIO.WHY, STUDIO.WHY will in consultation with the client, ensure the transfer of work still to be performed to third parties, unless there are facts and circumstances underlying the termination that are attributable to the client.

10. DISSOLUTION OF THE AGREEMENT

  1. The claims of STUDIO.WHY on the client are immediately due and payable in the following cases:
    1. After the conclusion of the agreement to STUDIO.WHY notified circumstances give STUDIO.WHY good reason to fear that the client will not meet his obligations.
    2. Submitted to STUDIO.WHY has asked the client at the conclusion of the agreement to provide security for the performance and this security is not provided or is insufficient.
  2. In the cases mentioned, STUDIO.WHY is authorized to suspend the further execution of the agreement, or to dissolve the agreement, all this without prejudice to the right of STUDIO.WHY to claim damages.

11. DEFECTS – COMPLAINT PERIODS

  1. Complaints about the work performed must be reported in writing to STUDIO.WHY by the client within 8 days after discovery, but no later than 14 days after completion of the work in question.
  2. If a complaint is well-founded, STUDIO.WHY still performs the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known in writing by the client.
  3. If the provision of the agreed services is no longer possible or useful, STUDIO.WHY will only be liable within the limits of Article 15.

12. PRICES

  1. Eventual quotations and cost estimates are exclusive of VAT.
  2. For offers and agreements in which a fixed price is offered or has been agreed, paragraphs 3 and 5 of this article apply. If no fixed price is agreed, paragraphs 4 and 5 of this article apply.
  3. Parties can agree on a fixed price when the agreement is concluded. This fixed price is exclusive of VAT.
  4. If no fixed price is agreed, the price will be determined on the basis of hours actually spent. The price is calculated according to STUDIO.WHY’s usual hourly rates. STUDIO.WHY will provide an overview hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed. This price is exclusive of VAT.
  5. For assignments with a duration of more than 6 months, the costs due will be charged periodically.

13. PAYMENT

  1. Payment must be made within 14  days of the invoice date, on a by STUDIO.WHY manner in the currency in which the invoice was made.
  2. After the expiry of 14  days after the invoice date, the client is in default; the client owes interest of 1% per month on the amount due from the moment of default, unless the statutory interest is higher in which case the statutory interest applies.
  3. In the event of liquidation, bankruptcy or suspension of payment of the client, the claims of STUDIO.WHY and the obligations of the client towards STUDIO.WHY are immediately due and payable.
  4. Payments made by the client always serve to settle in the first place all interest and costs due, in the second place of due and payable invoices that have been outstanding for the longest time, even if the client states that the payment relates to a later invoice.

14. COLLECTION COSTS

  1. If the payment term is exceeded, a default interest of 1% per month will be due on the outstanding amount from the last day that payment should have taken place. If STUDIO.WHY outsources its claim for collection, you also owe the collection costs, which are at least fifteen percent (15%) of the outstanding amount, without prejudice to the authority of STUDIO.WHY to claim the actual extrajudicial collection costs instead.
  2. If STUDIO.WHY has incurred higher costs, which were reasonably necessary, these are also eligible for reimbursement.
  3. The possible by STUDIO.WHY incurred reasonable judicial and execution costs are also for the account of the client.
  4. The Client owes the statutory interest on the collection costs incurred.

15. LIABILITY

If STUDIO.WHY is liable, then that liability is limited as follows:

  1. The liability of STUDIO.WHY, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer.
  2. If the insurer in any case does not pay out or damage is not covered by the insurance, the liability of STUDIO.WHY limits to twice the invoice value of the assignment, at least that part of the assignment to which the liability relates.
  3. Contrary to what is stipulated above in paragraph 2 of this article, in the case of an assignment with a duration longer than six months, the liability is further limited to the price due over the last six months.
  4. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of STUDIO.WHY or its subordinates.
  5. STUDIO.WHY is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.

16. FORCE MAJEURE

  1. Force majeure is understood in these general terms and conditions in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforeseen, on which STUDIO.WHY cannot exert any influence, but as a result STUDIO.WHY is unable to meet its obligations. Strikes in the company of STUDIO.WHY are included.
  2. STUDIO.WHY also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after STUDIO.WHY should have fulfilled its commitment.
  3. During force majeure, the obligations of STUDIO.WHY is suspended. If the period in which due to force majeure fulfilment of the obligations by STUDIO.WHY is not possible lasts longer than 2 months, both parties are authorized to dissolve the agreement without there being an obligation to pay compensation in that case.
  4. If STUDIO.WHY has already partially fulfilled its obligations upon the occurrence of the force majeure, or can only partially meet its obligations, it is entitled to invoice the already executed or enforceable part separately and the client is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already exported or executable part has no independent value.

17. DISPUTE RESOLUTION

The court in ‘s-Hertogenbosch has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, STUDIO.WHY has the right to summon its counterparty before the competent court according to the law.

18. APPLICABLE LAW

On any agreement between STUDIO.WHY and the client is governed by Dutch law.