General terms and conditions
1. Definitions
1.1. ‘VUUR•fusionlab’ refers to: VUUR•fusionlab B.V., located at Rotsoord 3A in Utrecht and registered with the Chamber of Commerce under number 86423932.
1.2. ‘Client’ refers to: the person or company that has commissioned the work.
1.3. ‘Parties’ refers to: VUUR•fusionlab and the client jointly.
1.4. ‘Assignment’ refers to: the client’s request for VUUR•fusionlab to perform work for payment.
1.5. ‘Work’ refers to: everything that VUUR•fusionlab creates and/or undertakes, or has created and/or undertaken, for the benefit of the client within the scope of the assignment provided by the client with a view to their interests.
1.6. ‘Quotation(s)’ refers to: the described work and the estimate of the costs associated with that work.
1.7. ‘Fee’ refers to: the monetary compensation payable by the client.
2. Applicability of General Terms and Conditions
2.1. These terms and conditions apply to all offers and/or quotations, service agreements, contracts for work, sales, and deliveries, as well as negotiations aimed at forming such agreements.
2.2. If these terms and conditions have been declared applicable to agreements involving subjects other than those described in the previous clause, these terms will be applied analogously wherever possible.
2.3. The applicability of these terms excludes all other terms, especially those of the client. Any changes, additions, and/or extensions to the offer and/or quotation or the agreement, as well as deviations and/or additions to these general terms and conditions, are only binding once expressly agreed in writing by both parties. Oral agreements or commitments made by or on behalf of VUUR•fusionlab do not bind VUUR•fusionlab in any way.
3. Quotations
3.1. All offers and/or quotations and price estimates from VUUR•fusionlab are non-binding unless expressly stated otherwise in writing.
3.2. The client is bound by their assignment unless VUUR•fusionlab has rejected it. Agreements that have not yet been executed are binding on VUUR•fusionlab only if and to the extent that they have been confirmed in writing.
3.3. The mention of type, quantity, composition, quality, and measurements, as well as the provision of images and/or drawings and technical specifications, is considered approximate.
3.4. Offers and/or quotations and agreements made through intermediaries, whether or not employed by VUUR•fusionlab, only become binding between the parties after written confirmation by VUUR•fusionlab.
4. Delivery, Execution, and Risk
4.1. Delivery times and deadlines for the execution of assignments are considered approximate.
4.2. Delayed performance within reasonable limits does not entitle the client to compensation or cancellation of the agreement. VUUR•fusionlab’s liability for failure to perform or for delayed performance will never exceed the net invoice amount excluding VAT.
4.3. The obligation to perform will be suspended in cases of force majeure until such force majeure has been lifted, subject to the provisions of Article 9.
4.4. If the quality of the performance has not been explicitly agreed upon, the client may only claim a quality that conforms to what is normal or customary in the relevant industry.
4.5. If it has been agreed that the quality will be based on a sample, that sample serves as a reference for the average quality of goods and services.
4.6. If delivered goods or the object of performance deviate in terms of type, construction, dimensions, model, color, etc., from what was agreed upon, the client cannot claim default by VUUR•fusionlab if such deviations do not affect the functioning of the goods or the object of performance for their intended purpose.
4.7. The latest browser technology will be supported (starting from Internet Explorer 11).
5. Rates, Delivery, and Payment
5.1. All prices used by VUUR•fusionlab are exclusive of VAT and any travel, shipping, and postal costs.
5.2. Migration maintenance regarding compatibility and external browser upgrades are excluded.
5.3. All payments to VUUR•fusionlab must be made in the Netherlands to an account designated by VUUR•fusionlab.
5.4. Payment must be made within 30 days of the invoice date unless otherwise agreed in writing.
5.5. VUUR•fusionlab is entitled to charge the client a portion of the fee before completing the work if the nature and/or scope of the performance justify it.
5.6. For fixed-price assignments, VUUR•fusionlab will generally charge 70% of the price before starting work.
5.7. All costs, including but not limited to legal and extrajudicial costs, incurred by VUUR•fusionlab in collecting outstanding amounts are at the client’s expense. Extrajudicial costs amount to at least 15% of the outstanding amount, with a minimum of €250 (excluding VAT).
5.8. From the due date of any payment, the client owes VUUR•fusionlab 1% interest per month on the outstanding invoice amount without any notice of default being required.
5.9. If the client fails to pay despite a reminder, VUUR•fusionlab is entitled to suspend performance and/or demand advance payment or adequate security, or to declare the agreement wholly or partially terminated without judicial intervention. The client remains liable for any resulting damages.
6. Assignments and Changes
6.1. An assignment is deemed accepted by VUUR•fusionlab and granted by the client either by written confirmation or by VUUR•fusionlab commencing execution.
6.2. Changes to the assignment must be communicated in writing by the client to VUUR•fusionlab in a timely manner.
6.3. Additional or reduced costs due to changes in the assignment are at the client’s expense or benefit.
6.4. Changes in the assignment may result in exceeding initial deadlines.
6.5. If the client cancels an assignment, they must compensate VUUR•fusionlab for all reasonable costs incurred, including lost profits.
7. Suspension, Termination, and Dissolution
7.1. VUUR•fusionlab may suspend or terminate an assignment if the client fails to comply with payment terms.
7.2. In case of breach by the client, VUUR•fusionlab may terminate the agreement and claim incurred costs and damages.
7.3. Upon termination due to VUUR•fusionlab’s fault, delivered work remains payable.
7.4. A party may dissolve the agreement if the other party is declared bankrupt or ceases business.
8. Intellectual Property, License, and Use
8.1. Intellectual property rights to works developed for the client remain with VUUR•fusionlab.
8.2. The client receives an exclusive license to use the work as agreed.
8.3. VUUR•fusionlab may use the work for self-promotion.
8.4. The client may not modify the work without VUUR•fusionlab’s written consent.
9. Force Majeure
9.1. In the event that VUUR•fusionlab is prevented from fully and/or timely executing the agreed-upon work due to force majeure, VUUR•fusionlab has the right to either suspend the execution of the relevant agreement or terminate the agreement in whole or in part by means of a written statement, without being liable for any compensation.
9.2. Force majeure refers to any circumstance beyond the direct control of VUUR•fusionlab or any reasonably unforeseeable circumstance that temporarily or permanently hinders the fulfillment of VUUR•fusionlab’s obligations under an assignment. Such circumstances include but are not limited to: restrictive government measures, mobilization, war, war threats, strikes, fire, machine breakdowns and other business disruptions, transportation disruptions and other events beyond the control of VUUR•fusionlab or its suppliers, as well as sudden increases in import duties and excise taxes and/or levies, delays or failures of deliveries by suppliers, shortages of raw materials, semi-finished products, auxiliary materials and/or energy, as well as the inability to obtain necessary permits and other government measures.
10. Liability
10.1. VUUR•fusionlab is not liable for errors and/or shortcomings in the execution of the assignment caused by actions and conduct of the client and/or third parties engaged on behalf of the client, including but not limited to:
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failure to provide materials, correct data, or information on time;
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shortcomings in designs already approved by the client before completion of the assignment or for which the client has failed to provide approval before completion;
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transportation of works and/or goods;
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failures concerning (payment) obligations, including but not limited to failure to fully and/or timely pay amounts owed to third parties;
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errors in and/or placement of advertisements, printed materials, or other media.
10.2. VUUR•fusionlab is never liable for indirect damage, except in cases of intent and/or gross negligence. Indirect damage includes, but is not limited to, consequential damage, lost profits, missed savings, and business interruption losses.
10.3. VUUR•fusionlab accepts liability only for intent and gross negligence on the part of VUUR•fusionlab and/or persons employed by VUUR•fusionlab in the execution of the assignment. The burden of proof for intent or gross negligence lies with the client.
10.4. The liability of VUUR•fusionlab never exceeds the amount charged by VUUR•fusionlab to the client for the performed work, excluding out-of-pocket costs, (advanced) expenses, and amounts paid to engaged third parties.
10.5. All claims based on VUUR•fusionlab’s liability expire after a period of 12 months following the completion of the work or assignment.
11. Execution of Work
11.1. Unless expressly agreed otherwise in writing, VUUR•fusionlab reserves the right to have assigned work fully or partially carried out by third parties and to have goods purchased by VUUR•fusionlab delivered by third parties. VUUR•fusionlab then acts as the main contractor.
11.2. The client shall provide VUUR•fusionlab with all necessary cooperation for the execution of the performance. If such cooperation is not provided, VUUR•fusionlab has the right, in addition to other available rights, to suspend compliance with its obligations until the required cooperation is given, and if the required cooperation is not provided despite a request, to declare the agreement wholly or partially terminated without judicial intervention.
11.3. The client may not offer the performance delivered by VUUR•fusionlab to third parties or transfer it (in whole or in part) unless the client has obtained prior written permission from VUUR•fusionlab. VUUR•fusionlab may impose conditions on such permission.
12. Disputes
12.1. Any dispute concerning the conclusion, interpretation, or execution of the agreement, as well as any other dispute arising from or related to an agreement or an offer and/or quotation, whether legal or factual, shall be exclusively submitted to the competent court in Utrecht.
12.2. A dispute exists if either party declares it. The respective party shall notify the other party in writing, providing a reasoned statement of the points of dispute.
12.3. All agreements, offers, and/or quotations and negotiations to which these terms and conditions apply are governed by Dutch law.
Utrecht, June 2022.