Terms & Conditions

The Coderr Studio Terms consist of the General module supplemented with one or more specific modules per product or service. This General Module of the Coderr Studio Terms applies to all offers and agreements where the supplier delivers goods and/or services of any nature and under any designation to the client. The specific module or modules of the Coderr Studio Terms agreed between the supplier and client also apply.

Where this General Module of the Coderr Studio Terms conflicts or is incompatible with the provisions of the specific module or modules of the Coderr Studio Terms agreed between supplier and client, the provisions of the specific module or modules shall prevail.

Deviations from and additions to these general terms are only valid if agreed in writing between the parties. The applicability of the client's purchasing or other terms is expressly rejected.

All offers and other expressions by the supplier are non-binding, unless the supplier has indicated otherwise in writing. The client is responsible for the correctness and completeness of the data provided by or on behalf of them to the supplier on which the supplier bases their offer. Dimensions and data stated in drawings, images, catalogues, websites, quotations, advertising material, standardization sheets, etc., are not binding for the supplier, except where expressly stated otherwise by the supplier.

All prices are exclusive of turnover tax (VAT) and other levies imposed by the government, unless otherwise agreed. Unless otherwise agreed, all prices are always in euros and the client must make all payments in euros.

All pre-calculations and estimates provided by the supplier are indicative only, unless the supplier indicates otherwise in writing. The client can never derive rights or expectations from a pre-calculation or estimate provided by the supplier. A budget made known by the client to the supplier never counts as an agreed (fixed) price for the services to be provided by the supplier.

If the client consists of multiple natural persons and/or legal entities, each of these persons is jointly and severally obliged to pay the amounts owed under the agreement.

The relevant documents and data from the supplier's administration or systems constitute full proof of the services performed by the supplier and the amounts owed by the client, without prejudice to the client's right to provide counter-evidence.

If there is a periodic payment obligation on the part of the client, the supplier is entitled to adjust the applicable prices and rates in writing with at least three months' notice. If the client does not wish to agree to such an adjustment, the client is entitled to terminate the agreement in writing within thirty days of notification, effective on the date the adjustment would take effect.

Client and supplier ensure that all data received from the other party of which one knows or reasonably should know that it is confidential, remains confidential. The party receiving confidential information will only use it for the purpose for which it was provided. Data is in any case considered confidential if it has been designated as such by either party.

Each party shall, during the term of the agreement as well as one year after its end, only after prior written consent from the other party, employ or otherwise, directly or indirectly, work for themselves employees of the other party who are or have been involved in the execution of the agreement. Conditions may be attached to such consent.

If the supplier considers it important for the execution of the agreement, the client shall, upon request, immediately inform the supplier in writing about how the client fulfills their obligations under legislation in the field of personal data protection.

The client indemnifies the supplier against claims from persons whose personal data are registered or processed in the context of a personal data file held by the client or for which the client is otherwise responsible under the law, unless the client proves that the facts underlying the claim should be attributed exclusively to the supplier.

The responsibility for the data processed using a service provided by the supplier lies solely with the client. The client warrants to the supplier that the content, use and/or processing of the data are not unlawful and do not infringe any right of a third party. The client indemnifies the supplier against any legal claim by third parties, on whatever grounds, in connection with this data or the execution of the agreement.

All intellectual property rights to the software, websites, databases, equipment or other materials developed under the agreement or made available to the client, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, rest exclusively with the supplier, its licensors or its suppliers. The client only acquires the usage rights expressly granted by these general terms and the law. A right of use granted to the client is non-exclusive, non-transferable to third parties and non-sublicensable.

The client is not permitted to remove or modify any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or any other intellectual property right from the software, websites, databases, equipment or materials.

Even if the agreement does not explicitly provide for such authority, the supplier is permitted to apply technical provisions to protect the software, equipment, databases, websites and the like in connection with an agreed limitation on the content or duration of the right to use these objects. It is never permitted for the client to have such technical provisions removed or circumvented.

The parties recognize that the success of work in the field of information and communication technology generally depends on proper and timely mutual cooperation. To enable proper execution of the agreement by the supplier, the client will always timely provide all information or data deemed useful, necessary and desirable by the supplier and provide all cooperation. If the client deploys their own staff and/or assistants in the context of providing cooperation in the execution of the agreement, this staff and these assistants shall possess the necessary knowledge, expertise and experience.

If the client does not provide the data, documents, equipment, software, materials or employees deemed useful, necessary or desirable by the supplier for the execution of the agreement in a timely manner or not in accordance with the agreements, or if the client otherwise fails to meet their obligations, the supplier has the right to suspend the execution of the agreement in whole or in part and the supplier also has the right to charge the resulting costs according to their usual rates.

All (delivery) terms and (delivery) dates mentioned or agreed by the supplier are determined to the best of knowledge based on the data known to them when entering into the agreement. Intermediate (delivery) dates mentioned by the supplier or agreed between parties always count as target dates, do not bind the supplier and always have only an indicative character.

The supplier is not bound to a deadline or delivery date that can no longer be met due to circumstances beyond their control that have arisen after entering into the agreement. Nor is the supplier bound to any deadline or delivery date if the parties have agreed on a change to the content or scope of the agreement (additional work, change of specifications, etc.) or a change to the approach of the execution of the agreement. If any deadline threatens to be exceeded, supplier and client will consult to discuss the consequences of the exceedance for further planning.

Each party has the authority to dissolve the agreement due to an attributable failure in the performance of the agreement only if the other party, always after a notice of default as detailed as possible in writing with a reasonable period for remedying the failure, attributably continues to fail in the performance of essential obligations under the agreement. Payment obligations of the client and all other cooperation obligations by the client or a third party to be engaged by the client always count as essential obligations under the agreement.

If the client has already received performance in execution of the agreement at the time of dissolution, these performances and the related payment obligation will not be subject to reversal, unless the client proves that the supplier is in default with respect to the essential part of those performances. Amounts invoiced by the supplier before the dissolution in connection with what they have already properly performed or delivered in execution of the agreement remain due with due observance of the provisions of the previous sentence and become immediately payable at the moment of dissolution.

The total liability of the supplier due to an attributable failure in the performance of the agreement or on any other grounds, including explicitly every failure in the performance of a warranty obligation agreed with the client, is limited to compensation for direct damage up to a maximum of the price agreed for that agreement (excl. VAT). If the agreement is mainly a continuing agreement with a term of more than one year, the price agreed for the agreement is set at the total of the payments (excl. VAT) agreed for one year.

In no case shall the total liability of the supplier for direct damage, on whatever grounds, amount to more than €500,000 (five hundred thousand euros). The liability of the supplier for damage due to death, personal injury or material damage to property shall in total never amount to more than €1,250,000 (one million two hundred fifty thousand euros).

The supplier's liability for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the client, or damage related to the use of goods, materials or software of third parties prescribed by the client to the supplier is excluded.

The exclusions and limitations of the supplier's liability as described in previous paragraphs leave all other exclusions and limitations of the supplier's liability under this General Module and the other agreed modules of these general terms completely intact. The exclusions and limitations come to an end if and to the extent that the damage is the result of intent or gross negligence on the part of the supplier's management.

Neither party is obliged to fulfill any obligation if they are prevented from doing so as a result of force majeure. Force majeure also includes: (i) force majeure of the supplier's suppliers, (ii) the improper fulfillment of obligations by suppliers prescribed by the client to the supplier, (iii) defectiveness of goods, equipment, software or materials from third parties whose use the client has prescribed to the supplier, (iv) government measures, (v) power failure, (vi) failure of internet, computer network or telecommunication facilities, (vii) war, (viii) occupation, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more employees.

If a force majeure situation lasts longer than ninety days, each party has the right to dissolve the agreement in writing. What has already been performed under the agreement will in that case be settled proportionally, without the parties owing each other anything else.

If the supplier has performed work or other services at the request or with the prior consent of the client that fall outside the content or scope of the agreed work and/or services, these works or services will be compensated by the client according to the agreed rates, or in the absence thereof, according to the supplier's usual rates. The supplier is never obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.

The client accepts that work or services as referred to in this article may affect the agreed or expected time of completion of the services and the mutual responsibilities of client and supplier. The fact that (the demand for) additional work arises during the execution of the agreement is never grounds for the client to terminate or dissolve the agreement.

To the extent that a fixed price has been agreed for the services, the supplier will, upon request, inform the client in writing about the financial consequences of the additional work or services referred to in this article.

The client is not entitled to sell and/or transfer the rights and/or obligations under the agreement to a third party. The supplier is entitled to transfer its claims for payment of fees to a third party.

The agreements between supplier and client are governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is excluded.

Disputes that may arise between supplier and client following an agreement entered into between supplier and client or following further agreements resulting therefrom, will be settled by arbitration in accordance with the Arbitration Rules of the Foundation for Dispute Resolution Automation, statutorily established in The Hague, without prejudice to each party's right to request an interim measure in summary arbitration proceedings and without prejudice to each party's right to take conservatory legal measures.

Before initiating an arbitration procedure, the most entitled party will start a procedure of ICT-Mediation in accordance with the ICT-Mediation Rules of the Foundation for Dispute Resolution Automation in The Hague. The other party undertakes to actively participate in an initiated ICT-Mediation.