General Terms and Conditions

1 . Agreement, quotation and confirmation

1.1 These general terms and conditions apply, to the exclusion of purchase or other terms and conditions of the client, to the formation, content and fulfillment of all agreements concluded between the client and VRelax BV.

1.2 Offers are without obligation and are valid for one month. Quotations may be subject to change due to an unforeseen change in work. Prices are exclusive of VAT and other government levies. Said rates and offers do not automatically apply to future assignments.

1.3 Orders must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees to VRelax BV commencing the execution of the assignment, the content of the quotation will be deemed to have been agreed. Further oral agreements and stipulations only bind VRelax BV after they have been confirmed in writing by VRelax BV.

2. The implementation of the agreement

2.1 VRelax BV will endeavor to carry out the assignment carefully and independently, to represent the interests of the client to the best of its ability and to strive for a result that is useful to the client. Insofar as necessary, VRelax BV will keep the client informed of the progress of the work.

2.2 The client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by VRelax BV, in particular by the timely delivery of complete, sound and clear data or materials.

2.3 A term specified by VRelax BV for completing the assignment is indicative, unless the nature or content of the agreement indicates otherwise. The client must give VRelax BV written notice of default if the specified period is exceeded.

2.4 Unless otherwise agreed, performing tests, applying for permits and assessing whether instructions from the client comply with legal or quality standards are not part of VRelax BV's assignment.

2.5 Before proceeding with production, reproduction or publication, the parties must give each other the opportunity to check and approve the latest models, prototypes or proofs of the design. If VRelax BV, whether or not in the name of the client, will give orders or instructions to production companies or other third parties, the client must confirm its aforementioned approval in writing at the request of VRelax BV.

2.6 Complaints must be communicated to VRelax BV in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client is deemed to have accepted the result of the assignment in full.

3. Engaging third parties

3.1 Unless otherwise agreed, orders to third parties, in the context of the realization of the design, will be issued by or on behalf of the client. At the request of the client, VRelax BV can act as authorized representative at the expense and risk of the client. The parties can agree on a fee to be agreed upon for this.

3.2 If VRelax BV draws up a budget for the costs of third parties at the request of the client, this budget will only be indicative. If desired, VRelax BV can request quotations on behalf of the client.

3.3 If during the execution of the assignment VRelax BV purchases goods or services from third parties at its own expense and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of the supplier with regard to the quality, quantity, quality and delivery of these goods or services also apply to the client.

4. Intellectual Property Rights and Proprietary Rights

4.1 The copyrights and all other intellectual property rights with regard to the Software and Equipment belong exclusively to VRelax and/or its suppliers and/or licensors. A transfer of intellectual or industrial property rights can only be entered into expressly and in writing. The Client acknowledges these rights and will refrain from any form of direct or indirect infringement of these rights. A right of use accruing to the Client is non-exclusive, non-transferable to third parties and cannot be sublicensed, unless agreed in writing between the parties.
otherwise agreed.

4.2 The Client is not permitted to remove or change any indication regarding intellectual or industrial property from the Software or websites, data files, equipment or (image) materials.

4.3 VRelax BV is permitted to take technical measures to protect the Software, equipment, data files, websites, etc. in connection with agreed restrictions in the duration of the right to use these objects. The Client is not permitted to remove or avoid such a technical measure. If security measures result in the Client being unable to make a back-up copy of the software, VRelax BV will provide the Client with a back-up copy on request.
make available.

4.4 VRelax BV indemnifies the Client against any legal action based on an infringement of a copyright or other intellectual property right of a third party and will reimburse the resulting costs and compensation awarded, provided that the Client informs VRelax BV thereof in writing within 15 days after such action has been instituted. notifies and provides VRelax BV with copies of all relevant correspondence and the defense to such action as well as all negotiations conducted exclusively
will be provided by VRelax BV.

4.5 VRelax BV is not liable for damage caused by the operation and/or use of the Software of the Equipment. VRelax BV is not liable for damage caused by Software that has not been provided by VRelax BV, or for a change made by the Client or third parties in the Software of VRelax BV. VRelax BV is not liable for damage if the Software is used in a manner other than for which it was developed or intended.

4.6 The foregoing contains the full liability of VRelax BV with regard to infringement of industrial or intellectual property rights of third parties.

4.7 The Client is liable for infringements of industrial or intellectual property rights of third parties that come into the picture by means of Equipment of VRelax BV or services of VRelax BV, or are multiplied or disclosed by means of services of VRelax BV.

5. Use and License

5.1 When the client fully fulfills his obligations under the agreement with VRelax BV, he will obtain a license to use the VRelax playback software insofar as this concerns the right of publication and reproduction.
in accordance with the destination agreed upon in the order. The software license conditions of VRelax BV apply to the said license. If no agreements have been made about the destination, the licensing will be limited to that use of the design for which firm intentions existed at the time the assignment was given. These intentions must be demonstrably announced to VRelax BV before the conclusion of the agreement.

5.2 Without the written permission of VRelax BV, the client is not entitled to use the design (or have it used) in a wider or different manner than agreed. In the event of broader or different use on which no agreement has been reached, including alteration, mutilation or infringement of the provisional or final design, VRelax BV is entitled to compensation due to infringement of its rights of at least three times the agreed fee, or at least a compensation that is reasonableness and fairness is in proportion to the committed infringement, without prejudice to the right of VRelax BV a
claim compensation for the actual damage suffered.

5.3 The client is no longer allowed to use the results provided and any license granted to the client within the framework of the assignment is canceled:

a. from the moment that the client does not (fully) fulfill its (payment) obligations under the agreement or is otherwise in default, unless the shortcoming of the client in the light of the entire assignment of
secondary meaning is;

b. if the assignment, for whatever reason, is terminated prematurely, unless the consequences are contrary to reasonableness and fairness.

5.4 VRelax BV has the freedom, with due observance of the interests of the client, to use the end product for its own publicity or promotion.

6. Fees and additional costs

6.1 In addition to the agreed fee, the costs incurred by VRelax BV for the execution of the assignment are also eligible for reimbursement.

6.2 If VRelax BV is forced to perform more or other work due to late or non-delivery of complete, sound and clear data/materials or due to an amended or incorrect assignment or briefing, these activities must be charged separately, based on the usual fee rates applied by VRelax BV.

7. Payment

7.1 Payments must be made within 30 days of the invoice date, without payment discount. If after the expiry of this term VRelax BV has not yet received (full) payment, the client is in default and owes interest equal to the statutory interest. All costs incurred by VRelax BV, such as litigation costs and extrajudicial and judicial costs, including the costs for legal assistance, bailiffs and collection agencies, incurred in connection with late payments, are at the expense of the client. The extrajudicial costs are set at a minimum of 10% of the invoice amount.

7.2 VRelax BV has the right to charge its fee monthly for work performed and costs incurred for the purpose of carrying out the assignment.

7.3 The client makes the payments due to VRelax BV without discount or set-off, except for settlement with deductible advances relating to the agreement, which he has provided to VRelax BV. The Client is not entitled to suspend payment of invoices for work already performed.

7.4 A deposit of 30% of the total agreed amount applies to orders given to VRelax BV. After a signed quotation has been returned to VRelax BV by the client, a down payment invoice will be issued immediately, which must be paid within a maximum of five working days. Agreements made between VRelax BV and the client are only recorded after the down payment invoice has been paid by the client.

8. Term and Termination of the Agreement

8.1 Unless the parties have agreed otherwise, the agreement between the parties has been entered into for a term of 12 (twelve) months and the agreement is always tacitly renewed for the same duration, unless it is legally terminated.

8.2 A notice period of 30 (thirty) days applies. When the agreement has been entered into for a definite period of time, it can only be canceled with due observance of the notice period towards the end of the term.

8.3 If the agreement is dissolved by VRelax BV due to an attributable shortcoming in the fulfillment of the agreement by the client, the client must, in addition to compensation, pay the fee and the costs incurred with regard to the work performed until then.
Pay. Behavior of the client on the basis of which VRelax BV can no longer reasonably be expected to complete the assignment, are also regarded as an attributable shortcoming in this context.

8.4 The compensation referred to in the previous two paragraphs of this article will at least include the costs arising from the obligations entered into by VRelax BV in its own name for the fulfillment of the assignment with third parties, as well as at least 30% of the remaining part of the fee that the would be due by the client upon full fulfillment of the assignment.

8.5 Both VRelax BV and the client have the right to dissolve the agreement immediately in whole or in part in the event of bankruptcy or (provisional) suspension of payment of the other party. In the event of bankruptcy of the client, VRelax BV has the right to terminate the right of use granted, unless the consequences thereof are contrary to reasonableness and fairness.

8.6 In the event of dissolution by the client due to an attributable shortcoming in the fulfillment of the obligations by VRelax BV, the services already delivered and the related payment obligation will not be subject to cancellation, unless the client proves that VRelax BV is in default with regard to those performances. is absenteeism. Amounts that VRelax BV has invoiced before the dissolution in connection with what it has already properly performed or delivered for the implementation of the agreement, remain due in full with due observance of the provisions of the previous sentence and become immediately due and payable at the time of dissolution.

8.7 If the activities of VRelax BV consist of the repeated performance of similar activities, the applicable agreement will apply for an indefinite period of time, unless otherwise agreed in writing. This agreement can only be terminated by written notice, with due observance of a reasonable notice period of at least three months.

9. Warranties and Indemnities

9.1 VRelax BV guarantees that the delivered goods have been designed by or on behalf of it and that, if there is copyright on the design, VRelax BV is regarded as a maker within the meaning of the Copyright Act and can dispose of the work as the copyright holder.

9.2 The client indemnifies VRelax BV or persons engaged by VRelax BV for the assignment against all claims from third parties arising from the application or use of the result of the assignment.

9.3 The client indemnifies VRelax BV against claims relating to intellectual property rights on materials or data provided by the client, which are used in the performance of the assignment.

10. Liability

10.1 VRelax BV is not liable for:
errors or shortcomings in the material provided by the client.
b. misunderstandings, errors or shortcomings with regard to the implementation of the agreement if these are caused by actions of the client, such as late or non-delivery of complete, sound and clear data/materials.
c. errors or shortcomings of third parties engaged by or on behalf of the client.
d. defects in quotations from suppliers or for exceeding quotations from suppliers.
e. errors or shortcomings in the design or the text / data, if the client, in accordance with the provisions of art. 2.5 has given its approval or has been given the opportunity to carry out an inspection and has not made use of it.
f. errors or shortcomings in the design or the text / data, if the client has omitted creating or commissioning a certain model, prototype or test, and these errors in such a model, prototype or test would have been perceptible.

10.2 VRelax BV is only liable for direct damage attributable to it. Direct damage is only understood to mean:
a. reasonable costs to determine the cause and extent of the damage, insofar as
the determination relates to damage within the meaning of these terms and conditions;
b. any reasonable costs necessary to have the defective performance of VRelax BV comply with the agreement;
c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of the direct damage as referred to in these general terms and conditions. Liability of VRelax BV for all damage other than the aforementioned, such as indirect damage, including consequential damage, lost profit, mutilated or lost data or materials, or damage due to business interruption, is excluded.

10.3 Except in the event of intent or deliberate recklessness on the part of VRelax BV or the management of VRelax BV - subordinates therefore excluded -, the liability of VRelax BV for damage under an agreement or an unlawful act committed against the client is limited to the
invoice amount that relates to the part of the assignment performed, less the costs incurred by VRelax BV for engaging third parties, on the understanding that this amount will not exceed EUR 45.000 and in any case limited at all times to a maximum of the amount that the insurer pays out to VRelax BV where appropriate.

10.4 Any liability lapses after one year from the moment the assignment is completed.

10.5 The client is obliged, if reasonably possible, to retain copies of materials and data provided by him until the assignment has been fulfilled. If the client fails to do so, VRelax BV cannot be held liable for damage that would not have occurred if these copies had existed.

11. Other provisions

11.1 The client is not permitted to transfer any right from an agreement concluded with VRelax BV to third parties, other than in the case of transfer of its entire company.

11.2 Parties are obliged to treat the other party's facts and circumstances as confidential within the scope of the assignment. Third parties who are involved in the execution of the assignment will be treated with the same confidential treatment with regard to these facts and circumstances originating from the other party.

11.3 The inscriptions in these terms and conditions only serve to promote readability and are not part of these terms and conditions.

11.4 Dutch law applies to the agreement between VRelax BV and the client. The court to take cognizance of disputes between VRelax BV and the client is the competent court in the district where VRelax BV is located, or the competent court according to the law, at the discretion of VRelax BV.