Luxxion is the business name of a company that operates as a sole proprietorship, with as object the interactive presentation of products and companies by means of specialist websites and trade show presentations in Full HD or in cinema format.
The provisions in these general terms and conditions have not been drawn up solely for use by Luxxion, but also all individuals whom the latter brings in for the performance of an assignment and/or all individuals for whose acts or omissions Luxxion may be held liable.
All assignments shall be accepted and executed exclusively by Luxxion as contractor. This shall also apply if the express or implicit intention is for the assignment to be executed by a specific individual. Expressly excluded is the applicabilityof Article 7:404 of the Dutch Civil Code, which provides for a regulation in the latter case and of Article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability for cases in which two or more individuals are given an assignment.
Luxxion is free to have issued assignments carried out under its responsibility by employees of Luxxion that it appoints for this purpose and where necessary, by calling in third parties.
As a responsible contractor, Luxxion shall take all due care in the execution of assignments entrusted to it, with the performance of all work and in the selection of other (legal) persons that it calls in.
The client is any person that for or on behalf of itself, has requested a product or service from Luxxion and said request has been accepted byLuxxion in accordance with the provisions in Articles 2 and 7.
For the execution of the assignment, the Client shall owe a fee, to which VAT shall be added (hereinafter referred to as ‘the Invoice’). The feeshall be established on the basis of a maximum time period to be assessed beforehand, and an estimate based thereupon as referred to below.
The obligation to pay is indivisible and not subject to setoff, unless otherwise stipulated by additional agreement
The Luxxion fee is not dependent on the outcome of the issued assignment. If an assignment is withdrawn, the actual incurred costs, as described hereinabove, shall remain due in any case, unless Luxxion mitigates these costs at its discretion.
Work performed shall be billed as follows if the execution of the assignment extends over a period longer than one month: forty (40) percent at the agreement of the assignment, fifty (50) percent after sending preview-images, and ten (10) percent after delivery. Exceptions hereto shall only be possible if they are agreed to in written form with Luxxion and agreed upon by both Contractor and Client.
Luxxion shall always be entitled to ask the Client for payment of one or more advance payments for further settlement of the eventual amount due.
An offer from Luxxion consists of a quotation relating to an assignment, in which the proposed method of working is briefly stated and a price is estimated as set out in Article 10 hereinbelow.
All quotations and offers from Luxxion are made under appropriate applicability of these general terms and conditions, both for the offer, as well as for any other agreements concluded on the basis of the offer. Application of the general terms and conditions invoked by the Client is expressly rejected by Luxxion. General or exceptional terms of the Client are likewise excluded, particularly insofar as the terms relate to payment, settlement or the right to pledge or assignment of claims by Luxxion against Clients.
All Luxxion quotations and offers are without obligation, unless they include a deadline for acceptance. If a quotation or offer from Luxxion contains a no obligation offer and it is accepted, Luxxion shall have the right to withdraw said quotation or offer five (5) working days after receipt.
Client shall only be able to withdraw a written order that has not yet been accepted by Luxxion if all relevant costs incurred and/or applications made for the assessment of the assignment and preparation of the acceptance are refunded and/or paid to Luxxion.
Changes in all agreements and to these general terms and conditions shall only be in force if they have been agreed upon in written form between parties.
Luxxion can draw up contract reports of all pertinent contacts with the Client, which can be sent to the Client for approval. When the Client does not react in written form within five (5) days after the report is sent, the report concerned shall be deemed General Terms and Conditions correct and shall be binding for both parties.
Luxxion shall prepare an estimate with regard to the assignment, in which the proposed method of working is briefly stated and a price is estimated.
If necessary, the estimate shall include details of the fee (on the basis) of the rates charged by Luxxion and all additional costs.
If, when preparing the estimate, specific costsor cost items are not calculable, because, for example, they are dependent on the progress of the project or on quotations from third parties, or otherwise not predictable with certainty, they can be included for future reference. These costs shall be passed on afterwards, with reasonableness.
The estimate can be altered by Luxxion if and insofar as it was based on circumstances, or facts that subsequently changed.
Luxxion shall be entitled to exceed the issued estimate by a maximum of ten (10) percent without prior consultation.
After it is sent, the Client shall sign the Luxxion estimate for approval and send it back to Luxxion. Such a statement of approval may not be sent by email.
In the event work is carried out by Luxxion at the request of the Client before completion of the estimate approval procedure, as referred to hereinabove, Luxxion shall be entitled to charge its fee and costs, with reasonableness, even if they are not included in the estimate, or an approved estimate is not established at all.
If work is not done on the basis of an estimateas referred to in Article 10, the following shall apply.
All prices are exclusive of VAT, transport costs, and postage.
Notwithstanding the provisions in Article 8, Luxxion shall have the right to pass on to the Client any price increase by third parties, insofar as it was announced subsequent to the quotation.
Luxxion shall fulfill the assignment to the best of its ability and on the basis of its professional knowledge.
When the instruction from the Client gives due cause thereto, and various options must be explored by Luxxion before a definitive proposal can be arrived at, this work shall also be included under the agreement, based on the ultimate proposal.
The services and corresponding goods shall be delivered to the site where Luxxion has its registered office. If the services are delivered by means of electronic data management, the services are considered to be delivered as soon as they are accessible to the receiving party(which in any case includes the moment in which the message reaches the recipient’s mailbox).
Transfer of ownership of any delivered goods shall occur through delivery and payment in full. As from delivery, the risk passes to the Client.
The assignment timetable to be issued by Luxxion shall only be considered as indication and is not to be regarded as firm deadline(s).
Late delivery of any part shall not give the Client the right to dissolve the agreement or to claim damages, unless the specific importance of a particular deadline has been stipulated by the Client in written form beforehand, and if such has been accepted by Luxxion.
Even in the event of the specific interest of a particular deadline, as referred to in paragraph 2 of this article, Luxxion shall not be liable for the late delivery if it is caused by circumstances that are beyond the control of Luxxion.
If at delivery the delivered goods/services show visible defects, the Client is obliged to complain in written form immediately, within five (5) working days at the latest.
With regard to defects that were not visible at delivery, the Client is obliged to complain in written form immediately, within five (5) working days at the latest, after it was reasonably possible to discover the defects.
Complaints relating to invoices must be submitted in written form to Luxxion within eight (8) days after billing date. The term of payment shall not be suspended as a result of such a complaint.
Luxxion shall no longer have to deal with complaints that are not submitted in written form and in time as set out in this article.
Luxxion has the right to suspend execution of the assignment at any time, in the event that the Client is in breach of any obligation to Luxxion, including provision of the requested security asset out in Article 23.5.
When the Client wishes to give the same assignment to several companies simultaneously, it must inform Luxxion of this beforehand. The Client is also bound to do so if it has already given the same assignment to a different company.
Luxxion may have confidence in the accuracyand/or completeness of the data as issued by the Client for the assignment/at the briefings. The Client shall be liable for any detrimental consequences from inaccuracies and/or incompleteness.
The copyright, drawing or model rights, or anyother intellectual property rights relating to any design (draft or definitive), every (work) drawing, model or other designs, belong to Luxxion.
If not otherwise agreed in written form, byacceptance of the assignment and without prejudice to what is stated under section 2 in this Article, Client shall only receive the right to use for the objective and to an extent as it specifically appeared between parties at the time of acceptance of the assignment.
The Client shall only be entitled to the use of any item with intellectual property rights that belong to Luxxion, as referred to in section 1 of this Article, if the full payment of everything owed to Luxxion has been made. If a payment term has not yet expired, every use shall automatically be deemed to occur under the condition subsequent that payment was not made on time, and Luxxion shall subsequently still be entitled to stop all use or have it stopped.
The Client is not allowed to make any changes or have any changes made to any design, document, or product of Luxxion without the prior written consent of Luxxion. Luxxion shall not refuse this permission on unreasonable grounds, yet shall also have to be given the opportunity to carry out such changes itself or have them carried out under its usual conditions.
Luxxion guarantees that the works and products it has created are original, and that it can have at its disposal the respective rights relating to use, as set out in the assignment.
Unless excluded in written form, Luxxion shall have the right to sign its work and/or mention its name, have it mentioned in the colophon, in the credits, on a website it designed or otherwise, provided this is done in a conventional manner.
If Luxxion so wishes, the work, for insofar as this is applicable, shall be provided with the symbol c or d, underneath the mention of Luxxion, along with the year of initial publication and/or the year, and/or number of an international deposit.
Luxxion shall be entitled to use its design for its own promotion and/or publicity, without prejudice to the agreed upon rights. The authorization will only be required from the Client if the Client has not yet used the work, which authorization will not be unreasonably withheld.
The Client shall have the right to revoke the assignment, yet only under the following conditions: a) All costs reasonably incurred by Luxxion (including fees) up to the moment of revocation shall be paid immediately by the Client. b) The Client shall immediately indemnify Luxxion for the reasonably anticipated profit margin relating to the assignment, and fixed here for this purpose at twentyfive (25) percent of the total amount involved with the assignment.
In the event of circumstances, Luxxion has the right to return the order, in which case Luxxion will be entitled to the compensation described in section 1 of this article.
In the event of (provisional) suspension of payment or bankruptcy of one of the parties, the other party shall have the right to terminate the agreement immediately. The provisions in section 1 of this Article shall also apply in such cases.
If prior to the date of delivery, it becomes apparent to Luxxion that the Client is not creditworthy, if the Client does not fulfill, does not fulfill properly, or does not fulfill on time any obligation to Luxxion, if the Client is declared bankrupt or has filed for bankruptcy with a court, if the Client has requested suspension of payment or this has been granted, if the Client’s company is seized or if the Client is placed in receivership, Luxxion shall have the right to dissolve agreements with the Client, partially or entirely, without notification or legal intervention and without being liable to pay any compensation itself, all this without prejudice to the other rights of Luxxion in such cases.
If circumstances are anticipated with regard to individuals or materials that Luxxion uses or tends to use in the execution of the agreement, which are of such a nature that they make the execution of the agreement impossible, too difficult, or proportionately expensive that fulfilment of the agreement can no longer be reasonably required, then Luxxion is authorised to dissolve the agreement.
All payments must be received within thirty days after billing date, unless otherwise agreed upon in writing. All payments are to be paid in euros (€).
As soon as and so long as the Client has not paid infull everything owed by the due date, the Client shall be in default and shall owe Luxxion penalty interest . This consists of the statutory interest rate increased by a penalty of 2 percent.
All out of court costs incurred by Luxxion for collection of outstanding funds shall be borne by the Client. In any case, in the event of default, Client shall owe Luxxion a minimum amount as stipulated in the billing rate of the Dutch Bar Association (Orde van Advocaten). If the actual costs are higher, the Client shall be bound to pay the higher amount.
Payments must be made to the bank account or postal giro account announced or otherwise communicated by Luxxion.
Regardless of what has been agreed upon about the payment, Luxxion shall be entitled to demand certainty at any time for the fulfillment of the Client’s financial obligations, including a bank guarantee and Client shall have to cooperate reasonably with this.
Within the context of these general terms and conditions and all agreements, an e-mail message shall be deemed equivalent to a written statement.
In the event of a dispute about whether or not e-mail messages have been sent or received, the Luxxion log data shall provide compelling proof.
E-mail messages are deemed to have been received if they are accessible to the other party, which in any case, is understood to mean the moment they have reached the mailbox of the other party.
The party that uses telecommunication is responsible for this choice. In the event of data mutilation, or if a delay in sending occurs, the party that uses telecommunication facilities shall be liable for the loss/damage arising therefrom, insofar as this loss/damage can be recovered from the telecom operator concerned.
All materials and all digital information relating to the assignment, and which within the scope thereof have to be placed at Client’s disposal, shall be transferred/transmitted at the Client’s first request, yet only after the Client has fulfilled alli ts obligations to Luxxion. The costs for the data carrier required for this shall be borne by the Client. The same applies for the Client with regard to materials and digital information from Luxxion, if not agreed otherwise.
The Client shall safeguard Luxxion against any liability towards third parties for the defectiveness of any product that is made on the basis of a design by Luxxion, except in the event of a defect in its design that was reasonably known to Luxxion at the time of its creation.
In any case, Luxxion shall never be liable to the Client nor to third parties for any consequential loss or damage or other loss/damage. Without prejudice to the afore mentioned, Luxxion shall never owe compensation that goes beyond what was involved in the assignment.
Without prejudice as stipulated, the Client shall always be responsible for and indemnify Luxxion, with respect to any damage or claim stemming from incorrect or incomplete description of statements about products or components thereof within the scope of the assignment.
Force majeure means: every circumstance outside the direct influence of Luxxion, or every situation it could not reasonably anticipate to, that temporarily or permanently prevents thefulfillment of Luxxion’s obligations from the agreement. Such circumstances include: strikes in companies other than Luxxion (wildcat strikes or political strikes), a general lack of necessary raw materials and other materials at Luxxion, General Terms and Conditions which are required to achieve the contractually agreed performances for required goods and services, unanticipated delay at suppliers, other third parties that Luxxion is dependent on, general transport problems, restrictive government measures, mobilisation, war, threat of war, full or partial default of third parties from whom goods and services are received, or lack of raw materials, semi-manufactured items, consumables and/or energy.
In the event of force majeure, Luxxion shall have the right to either suspend fulfillment of its obligations to the Client, without legal intervention and without being liable to pay any compensation or to partial or full dissolution, at the discretion of Luxxion.
If, when force majeure occurs, Luxxion has already partially fulfilled its obligations or can only fulfill part of its obligations, it shall be entitled to separately bill those already fulfilled, or those that can be fulfilled, and the Client shall be bound to pay this invoice as though it concerned a separate contract. However this does not apply if the part already executed or that can be executed does not have any independent values.
In the event Luxxion does subsequently execute a section of the agreement that was suspended due to force majeure, the Client shall owe the full agreed consideration without any discount.
Luxxion is obliged to treat all information from the Client as confidential, which is known to be confidential.
The rights and/or obligations arising from agreements concluded pursuant to these terms and conditions cannot be assigned to third parties without the prior written consent of the other party.
These terms and conditions are governed by Dutch law, to the exclusion of any other law.
All disputes arising from any agreement between Luxxion and the Client shall be referred to the competent court located in the district in which Luxxion has its registered office.