These terms and conditions are an integral part of all offers, orders and agreements with regard to goods or services to be supplied by us, with the exception of the goods or services from third parties to be supplied by us, for which exclusively the terms and conditions of the concerned third party / parties apply.
Granting us an order implies acceptance of these terms and conditions.
Deviations from and exceptions to these terms and conditions, as well as client’s general terms and conditions, are only applicable if they have been accepted by us in writing.
Notifications regarding these terms and conditions will be made in writing.
Dutch legislation applies to these terms and conditions.
The periods stated by us have been determined to the best of our knowledge based on the information provided to us at the time of entering into the agreement.
We will adhere to the periods as much as possible and report the (potential) delay as soon as possible to client, specifying the cause of the delay.
Exceeding the periods stated by us does not give any rights to compensation or cancelation of the order.
Excessive exceedance of periods, which is not the result of client’s behavior, can be considered as a ground for termination of the agreement.
Quotations are without obligation and apply for a period of 14 days.
Budgets, plans, software or other documents accompanying the quotation (s) remain our property and may not be reproduced nor disclosed to third parties without our permission.
Price and payment
The price does not include sales tax and implementation costs, such as travel and accommodation costs, postage costs, courier costs and telecommunication costs, unless explicitly stated otherwise.
A margin of at most 10% of the budgeted price for unforeseen costs applies to each specific activity. Any additional or less costs within this margin will be charged to client by us.
If, for any reason, only part of the order can be carried out by us, this does not release client from his obligation to pay the amount charged for performance when the agreed payment term has expired.
If two or more clients acted together in the agreement, they are each jointly and severally liable for the entire payment.
All invoices, with the exception of media invoices, will be paid by the client within two weeks after the concerned invoice date. Complaints about invoices must be submitted in writing within eight days after the invoice date. If and insofar as the complaint is found to be justified by us, we will suspend the payment obligation.
Media invoices must be paid by client within eight days after the relevant date of invoice.
Non-payment at expiration date
If client exceeds the agreed payment term, the entire or the remainder of the invoice amount is immediately due and payable in full, without further notice, while we are furthermore entitled to suspend the execution of current activities, or to cancel all existing agreements without notice of default or judicial intervention, without prejudice to our right to claim compensation for the damage suffered.
Non-payment or late payment also means that discounts and guarantees agreed with client will expire.
Additional costs for non-payments or late payments
In the event of non-payment or late payment, client will, by law, in addition to the outstanding amount, owe a 1.5% interest per 30 days or part of 30 days on the amount due to us. This provision also applies in case we agreed to a lending longer than two weeks.
Furthermore, all judicial and extrajudicial costs incurred for the collection of our claim are at the expense of client, whereby extrajudicial costs include all costs of summons and notice of default in addition to the disbursements and fees of those charged by us with collection. The extrajudicial costs are set at 15% of the amount of principal and interest, increased by sales tax.
In the event of potential proceedings, client will owe the litigation costs as well as the follow-up costs.
Retention of title
Goods delivered to client remain our property until all amounts owed by client under this agreement have been paid in full.
Explicit additional work
If, due to additional wishes of client, our performances are demonstrably aggravated or extended, it is considered as explicit additional work. Explicit additional work is not covered by the price initially agreed.
Correction final versions
Client approves the final version of designs for advertisements, websites, multimedia presentations (in the broadest sense of the word), printed matter (in the broadest sense of the word).
Corrections made before the final version is approved, are free of charge. All costs arising from corrections after client’s approval of the final version are at the expense of client. These costs are not covered by the price initially agreed.
Intellectual property rights
We retain - both during and after completion of the assignment given to us - all rights (particularly concerning intellectual property) to advice, reports, sketches and designs, texts, working methods, information and other material provided by us, unless explicitly agreed otherwise in writing.
We declare that we fully have the rights referred to in Article 27, or that we have obtained the required permission for the use of copyrighted or otherwise protected works from third parties used by us to perform this assignment. We indemnify client against claims from third parties regarding possible violation of intellectual property rights, however, only insofar as client uses what we have delivered within the scope of the assignment.
We emphasize, particularly considering the previous provision, that client is not permitted to use what we have supplied for other purposes than within the scope of this assignment.
Cooperation by client
Client will cooperate with the implementation of the agreement and will always provide us with all useful and necessary information on time.
If the information required for the implementation of the agreement is not (timely) or incompletely available to us or if client fails to meet his obligations in any other way, we are authorized to suspend the execution of the agreement. The resulting costs, which will be calculated in accordance with the conventional rates, will be at the expense of client.
Confidentiality and duty of care
Each party will reasonably take precautions to keep confidential information of the other party confidential. More specifically, when performing the work, we will exercise the greatest possible care regarding the interests of the client. We will impose the obligation of confidentiality on our employees as well.
Neither of the parties is obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is out of one’s control or that is not for its account by law, legal act or prevailing views.
Transfer of rights and obligations
Parties are not entitled to transfer the rights and obligations from this agreement to a third party without the written permission of the counterparty. This permission will not be refused without reasonable grounds, however the counterparty is entitled to attach conditions to the granting of this permission.
In case the assignment is cancelled, client will owe us compensation equal to the sum of the reimbursement that he would have owed if the agreement had continued until the end date stated in the order confirmation, or in the event that the agreement was extended up to the time of extension, or if the assignment concerns a completed project, for the total amount for that project with a minimum of 25% of the order value. Quoted costs that are not incurred by us due to the cancellation will be deducted from the amount owed.
If during the implementation of our activities problems are identified by client that are directly related to our working method, client will inform us as soon as possible and will give us the opportunity to come to an adequate solution.
Problems or complaints that are signaled after completion of the assignment will be notified to us within 14 days after completion of the assignment.
After expiry of the period stated under definition 37, client is deemed to have approved the performance delivered.
We accept a legal obligation to pay compensation as defined below.
In the event of attributable shortcoming in the compliance of the agreement, we are liable for compensation of the direct damage suffered by client. Direct damage is defined as: damage that demonstrably results from the acts, negligence or delivery of goods and services by ILFA Group as described in the agreement.
Condition for the existence of any right to compensation as set out under 40, is that after its occurrence we will be notified by client in writing and in a sufficiently specific manner as soon as reasonably possible and in any case within eight working days, and we have not proceeded within 7 days after the date of the written notification to work on limiting the damage, despite having been explicitly given the opportunity to do so by client.
Unless explicitly stated otherwise, the compensation to be paid by us will under no circumstance amount to more than the fee stipulated by us (excluding sales tax) for the execution of the assignment in which the damage occurred. For further term agreements (i.e. agreements with a duration of at least one year), the maximum liability is equal to the price of the 2-month period for the termination of the assigned work.
Client indemnifies us against claims by third parties for damage caused by acts or negligence by us, our employees or by those who carry out work for us on a self-employed basis.
We commit ourselves to perform the assignment given to us with care.
We guarantee the soundness and quality of the services provided by us and any goods delivered / materials used in the implementation of the assignment, for the period indicated / agreed by us. In the absence thereof, a deadline of two months applies after delivery.
The counterparty has the burden of proof that the shortcoming was caused by the unsound implementation / quality of the work / goods delivered by us. For goods and / or services purchased by us elsewhere, the guarantee provided by our supplier applies.
Every guarantee obligation expires if the counterparty carries out changes and / or repairs by itself, or has them carried out, or if the delivered item is not used or applied in accordance with the prescriptions / destination, or if the delivered item is / has been treated or maintained in an (any other) improper way.
All agreements and conditions are subject to the laws of the Netherlands. Any disputes regarding the agreement or these terms and conditions will be subjected to the jurisdiction of the competent court of first instance in the Amsterdam district, with exclusion of any other court.