General conditions

Boost Online BV, Nieuwstraat 5a Bergeijk

1. Applicability, agreement, budget and confirmation

  1. These general terms and conditions apply to the formation, content and performance of all agreements concluded between the client and Boost Online BV, to the exclusion of any purchasing or other terms and conditions of the client.
  2. Quotations are non-binding and valid for 30 days. Quotations may be subject to change due to unforeseen changes in the work involved. Prices are exclusive of VAT and other government levies. The rates and offers quoted do not automatically apply to future assignments.
  3. Assignments must be confirmed in writing by the client. If the client fails to do so but nevertheless agrees that Boost Online BV may commence work on the assignment, the contents of the budget shall be deemed to have been agreed. Further verbal agreements and provisions shall only be binding on Boost Online BV once they have been confirmed in writing by Boost Online BV.

2. The performance of the agreement

  1. Boost Online BV will endeavour to carry out the assignment carefully and independently, to represent the interests of the client to the best of its knowledge and to strive for a result that is useful to the client. Where necessary, Boost Online BV will keep the client informed of the progress of the work.
  2. The client is obliged to do everything that is reasonably necessary or desirable to enable Boost Online BV to deliver on time and correctly, in particular by providing (or having provided) complete, sound and clear data or materials on time.
  3. A deadline specified by Boost Online BV for the completion of the end product is indicative, unless the nature or content of the agreement indicates otherwise. In the event that the specified deadline is exceeded, the client must give Boost Online BV written notice of default.
  4. 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 Boost Online BV, whether or not on behalf of the client, gives orders or instructions to production companies or other third parties, the client must, at the request of Boost Online BV, confirm its above-mentioned approval in writing.
  5. Complaints must be submitted to Boost Online BV in writing as soon as possible, but in any case within ten working days after completion of the assignment. Failure to do so will result in the client being deemed to have fully accepted the result of the assignment.
  6. Submitting objections to Boost Online BV does not entitle you to suspend payment of the invoice.

3. Intellectual property rights and proprietary rights

  1. Unless otherwise agreed, all intellectual property rights arising from the assignment, including patent rights, design rights and copyright, shall vest in Boost Online BV. Insofar as such rights can only be obtained through filing or registration, Boost Online BV shall have exclusive authority to do so.
  2. Unless otherwise agreed, the assignment does not include conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights or portrait rights of third parties. The same applies to any research into the possibility of such forms of protection for the client.
  3. Unless the work is not suitable for this, Boost Online BV is at all times entitled to mention or remove its name on or near the work.
  4. Unless otherwise agreed, the working drawings, illustrations, prototypes, models, moulds, designs, design sketches, films and other materials or (electronic) files created by Boost Online BV within the framework of the assignment remain the property of Boost Online BV, regardless of whether they have been made available to the client or to third parties.
  5. After completion of the assignment, neither the client nor Boost Online BV shall have any retention obligation towards each other with regard to the materials and data used.

4. Fees and additional costs

  1. In addition to the agreed fee, the costs incurred by Boost Online BV for the execution of the assignment are also eligible for reimbursement.
  2. If Boost Online BV is forced to perform additional or different work due to the late delivery or non-delivery of complete, sound and clear data/materials, or due to a changed or incorrect assignment or briefing, this work must be remunerated separately, based on the hourly rate normally charged by Boost Online BV.

5. Payment

  1. Payments must be made within 14 days of the invoice date. If Boost Online BV has not received (full) payment after this period has expired, the client will be in default and will owe interest equal to the statutory interest rate. All costs incurred by Boost Online BV, such as legal costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments, shall be borne by the client. The extrajudicial costs are set at a minimum of 10% of the invoice amount, with a minimum of £150.00.
  2. For projects with a longer duration, Boost Online BV has the right to charge its fee on a monthly basis for work performed and costs incurred for the execution of the assignment.
  3. The client shall make the payments owed to Boost Online BV without any discount or set-off, except for set-off against any set-offable advances relating to the agreement that it has provided to Boost Online BV. The client is not entitled to suspend payment of invoices for work already performed.

6. Obligations of performance

  1. Boost Online BV undertakes and is obliged to carry out the assignment in a professional manner.
  2. If an assignment given to Boost Online BV has not been carried out in a professional manner, Boost Online BV’s liability is generally limited to the following: Boost Online BV will re-execute the order or the relevant part thereof correctly without charging the client for this: if it is no longer possible or reasonable to correct the execution, Boost Online BV may credit or refund the relevant invoice amount or a proportionate part thereof.
  3. Any further liability, in particular for consequential damage and loss of profit, is generally expressly excluded between the parties, except if the damage was caused as a result of a circumstance brought about by serious fault or gross negligence on the part of Boost Online BV.

7. Termination and dissolution of the agreement

  1. If the client terminates an agreement, he must pay the fee and the costs incurred in relation to the work performed up to that point.
  2. If the agreement is terminated by Boost Online BV due to an attributable failure by the client to fulfil the agreement, the client shall, in addition to compensation, pay the fee and the costs incurred in relation to the work performed up to that point. Conduct on the part of the client on the basis of which Boost Online BV can no longer reasonably be expected to complete the assignment shall also be considered an attributable failure in this context.
  3. The compensation referred to in the previous two paragraphs of this article shall at least include the costs arising from the commitments entered into by Boost Online BV in its own name with third parties for the fulfilment of the assignment, as well as at least 30% of the remaining part of the fee that the client would owe upon full fulfilment of the assignment.
  4. Both Boost Online BV and the client have the right to immediately terminate the agreement in whole or in part in the event of bankruptcy or (provisional) suspension of payments of the other party.
  5. In the event of termination by the client due to attributable failure by Boost Online BV to fulfil its obligations, the services already provided and the associated payment obligation shall not be subject to reversal, unless the client proves that Boost Online BV is in default with regard to those services.
  6. Amounts invoiced by Boost Online BV prior to the dissolution in connection with what it has already duly performed or delivered in execution of the agreement remain due and payable in full, subject to the provisions of the previous sentence, and become immediately due and payable at the time of dissolution.
  7. If the work performed by Boost Online BV consists of the repeated performance of similar work, the applicable agreement will, unless otherwise agreed in writing, remain in force for an indefinite period. This agreement can only be terminated by written notice, subject to a reasonable notice period of at least one month.

8. Guarantees and indemnities

  1. Boost Online BV guarantees that the delivered product has been designed by or on behalf of him/her and that, if the design is subject to copyright, he/she is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder.
  2. The client indemnifies Boost Online BV or persons engaged by Boost Online BV in connection with the assignment against all claims from third parties arising from the applications or use of the results of the assignment.
  3. The client indemnifies Boost Online BV against any claims relating to intellectual property rights on materials or data provided by the client that are used in the execution of the assignment.

9. Liability

  1. Boost Online BV is not liable for:
    • errors or shortcomings in the material provided by the client.
    • misunderstandings, errors or shortcomings with regard to the execution of the agreement if these are caused by actions of the client, such as the late delivery or failure to deliver complete, sound and clear data/materials.
    • errors or shortcomings of third parties engaged by or on behalf of the client.
    • deficiencies in suppliers’ budgets or for exceeding suppliers’ quotations.
    • errors or shortcomings in the design or text/data, if the client has given its approval in accordance with the provisions of Article 2.4, or has been given the opportunity to carry out a check and has not made use of this opportunity.
    • errors or shortcomings in the design or text/data, if the client has failed to create or have created a specific model, prototype or test, and these errors would have been noticeable in such a model, prototype or test.
  2. Boost Online BV is only liable for direct damage attributable to it. Direct damage is understood to mean only:
    • reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
    • any reasonable costs necessary to bring Boost Online BV’s defective performance into line with the agreement;
    • reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions.
  3. Boost Online BV shall not be liable for any damage other than that mentioned above, such as indirect damage, including consequential damage, lost profits, corrupted or lost data or materials, or damage due to business interruption.
  4. Except in cases of intent or deliberate recklessness on the part of Boost Online BV, Boost Online BV’s liability for damage arising from an agreement or from a wrongful act committed against the client is limited to the invoice amount relating to the part of the assignment that has been carried out, less the costs incurred by the contractor.
  5. Any liability shall lapse one year after the date on which the assignment is completed.
  6. The client is obliged, if reasonably possible, to retain copies of materials and data provided by him until the assignment has been completed. If the client fails to do so, Boost Online BV cannot be held liable for damage that would not have occurred if these copies had existed.

10. Other provisions

  1. The client is not permitted to transfer any rights arising from an agreement concluded with Boost Online BV to third parties, other than in the event of a transfer of its entire business.
  2. The parties are obliged to treat facts and circumstances that come to their knowledge in the context of the assignment as confidential. Third parties involved in the execution of the assignment will be bound to the same confidentiality with regard to these facts and circumstances originating from the other party.
  3. The headings in these general terms and conditions are for convenience only and do not form part of these terms and conditions.
  4. The agreement between Boost Online BV and the client is governed by Dutch law. The court with jurisdiction to hear disputes between Boost Online BV and the client is the competent court in the district where Boost Online BV is established, or the court competent under the law, at the discretion of Boost Online BV.

29 June 2018