Legal Company Information
ICR3ATE – Getting Things Prototyped is a trade name of:
ICR3ATE Digital Makers Lab BV
Nieuwe Kazernelaan 2 D86
6711 JC, Ede
Tel. +31 (0)85 130 4277
VAT identification number: NL858240361B01
EORI number: NL858240361
General terms and conditions of ICR3ATE | Digital Makers Lab
We advise you to read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Agreement between us. You are referred to as the Client in these General Terms and Conditions. For the sake of convenience, we opt for the masculine form, but where “he” says, we naturally also mean “she”.
Article 1. Definitions
1. In these General Terms and Conditions, the following capitalized terms always have the following meaning:
ICR3ATE | Digital Makers Lab
the Private Company ICR3ATE Digital Makers Lab, with its registered office and office in (6708 NW) Wageningen at Simon Vestdijkstraat 35;
Terms and Conditions
these general terms and conditions of ICR3ATE | Digital Makers Lab;
the service provided by ICR3ATE | Digital Makers Lab is performed;
Intellectual property rights
all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and neighboring rights, as well as related rights such as rights with regard to know-how and domain names;
you, the client and counterparty of ICR3ATE | Digital Makers Lab to the Agreement;
the contract for services between ICR3ATE | Digital Makers Lab and Client, in which the specifications of the Services are included;
ICR3ATE | Digital Makers Lab and / or Client.
Article 2. Applicability
- The General Terms and Conditions apply to every Agreement between ICR3ATE | Digital Makers Lab and Client. Any general terms and conditions of the Client are hereby expressly rejected.
- Deviations from and additions to the Agreement are only valid if agreed in writing by the Parties.
- If the Contractor engages other parties to provide the Services, these General Terms and Conditions also apply to the performance of the Services by this other party.
- ICR3ATE | Digital Makers Lab is entitled to change these General Terms and Conditions. Substantive changes will take effect one (1) month after notification. Changes to the General Terms and Conditions have no effect on an existing Agreement.
Article 3. Formation of agreement
- Quotations and offers from ICR3ATE | Digital Makers Lab are without obligation, unless a validity period is included in the quotation. If no term for acceptance has been included, the quotation will always expire after one month.
- If the Client without a preceding offer to ICR3ATE | Digital Makers Lab is commissioned ICR3ATE | Digital Makers Lab is only bound by this assignment after it has confirmed it to the Client in writing.
- A quotation for the delivery of several Services is mandatory ICR3ATE | Digital Makers Lab does not provide part of the Services in this quotation at a corresponding part of the price.
- Offers, quotations, quotations and rates do not automatically apply to repeat orders and / or new assignments.
Article 4. The service
- ICR3ATE | Digital Makers Lab always performs its Services according to a best efforts obligation and does not give any guarantee with regard to the results of its services, unless the Parties explicitly agree otherwise in writing.
- ICR3ATE | Digital Makers Lab will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements set for a professional party. If and insofar as required for the proper execution of the Agreement, ICR3ATE | Digital Makers Lab the right to have certain work carried out by third parties, at the discretion of ICR3ATE | Digital Makers Lab. The applicability of articles 7: 404, 7: 407 and 7: 409 BW is expressly excluded.
- Only when this is explicitly stipulated in writing in the Agreement, an agreed term will be considered a deadline. In all other cases, an agreed term is indicative.
- ICR3ATE | Digital Makers Lab is entitled to carry out the work in parts or phases, whereby each part or every phase can be invoiced separately.
Article 5. Obligations of the Client
- The Client undertakes to inform ICR3ATE | Digital Makers Lab to provide all necessary information and to cooperate with ICR3ATE | Digital Makers Lab needs to perform the Services. ICR3ATE | Digital Makers Lab may suspend the activities as long as the Client does not comply with the obligation in this provision. ICR3ATE | Digital Makers Lab is never liable for any damage and / or delay that has arisen due to non-compliance, late fulfillment or inadequate compliance with the information and cooperation obligation referred to in this article.
Article 6. Termination of the Agreement
- The duration of the Agreement is determined in the Agreement itself.
- It’s ICR3ATE | Digital Makers Lab is permitted to terminate an Agreement in writing at any time, subject to a notice period of two months. ICR3ATE | Digital Makers Lab is not obliged to pay any form of compensation and / or financial compensation as a result of (premature) cancellation.
- Each of the Parties has the right to terminate the Agreement in whole or in part with immediate effect if the other Party goes bankrupt or the other Party is granted a moratorium, as well as if the business of the other Party is closed down or is wound up.
- If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the related payment obligation of the Client will not be subject to any cancellation obligation, unless the Client can prove that ICR3ATE | Digital Makers Lab is in default with respect to those Services specifically. Amounts paid prior to dissolution by ICR3ATE | Digital Makers Lab are invoiced in connection with the services already properly performed or delivered by it in the context of the execution of the Agreement, remain due in full and are immediately due and payable at the moment of dissolution.
- The Client is liable to third parties for the consequences of the cancellation and ICR3ATE | Digital Makers Lab indemnify against ensuing claims from these third parties.
Article 7. Fee and Payment
- All amounts as stated in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other levies imposed by the government, unless stated otherwise.
- Client must pay the invoice in full within one month after the invoice date. This payment term is considered a deadline and the Client is therefore in default without further notice of default if payment is not made on time.
- If the Client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he must ICR3ATE | Immediately notify Digital Makers Lab of this, providing convincing evidence of its position. Contesting (part of) an invoice does not suspend the Client’s payment obligation with regard to (the undisputed part of) an invoice.
- ICR3ATE | Digital Makers Lab is entitled to adjust its rates at any time. ICR3ATE | Digital Makers Lab will notify the Client at least 2 (two) months prior to a rate change. If ICR3ATE | Digital Makers Lab has announced a rate change, the Client may cancel the Agreement until the rate change takes effect. The Client must observe a notice period of one month.
- ICR3ATE | Digital Makers Lab is entitled to annually increase its rates in accordance with the Consumer Price Index, as published by Statistics Netherlands, without this giving the Client the right to terminate or otherwise terminate the Agreement.
Article 8. Intellectual property rights
- All Intellectual Property Rights that rest on documents or materials that the Client provides to ICR3ATE | Digital Makers Lab in the context of the implementation of the Agreement, remain with the Client at all times. Client provides ICR3ATE | Digital Makers Lab has a worldwide, non-exclusive and sublicensable license to use the materials supplied for the performance of the Agreement.
- The Intellectual Property Rights that when entering into the Agreement with ICR3ATE | Digital Makers Lab will remain with ICR3ATE | Digital Makers Lab.
- If and insofar as Intellectual Property Rights arise on the result of the Services during the performance of the Agreement, these Intellectual Property Rights will remain with the Client. ICR3ATE | Digital Makers Lab hereby transfers these Intellectual Property Rights to the Client now for then, on the condition that the Client has paid all amounts owed to the Contractor.
Article 9. Liability
- The liability of ICR3ATE | Digital Makers Lab is limited to compensation for direct damage regardless of the reason for the liability.
- Direct damage only means:
a. Property damage, exclusively within the meaning of Section 3 Title 3 of Book 6 of the Dutch Civil Code;
b. Reasonable costs to prevent property damage, insofar as the Customer can demonstrate that these expenses have led to a limitation of the direct damage within the meaning of the Agreement;
c. Expenses reasonably incurred by the Customer to determine the cause and extent of the damage, insofar as the determination is related to direct damage within the meaning of the Agreement;
d. Reasonable costs that the Client must incur for the performance of ICR3ATE | Digital Makers Lab to comply with the Agreement.
- ICR3ATE | Digital Makers Lab is not liable for damage other than direct damage, such as loss of profit, loss of turnover, loss of anticipated savings and other similar financial losses, as well as loss of goodwill or good name or reputation and any other damage that is not covered by the aforementioned direct damage .
- As far as ICR3ATE | Digital Makers Lab is liable, that liability is limited to a maximum of the compensation that the Client has paid under the Agreement.
- The right of the Customer to claim compensation lapses in any case one
(1) years after the event that caused the damage occurred.
Article 10. miscellaneous
- The Client is not entitled to any rights and / or obligations arising from the Agreement without the consent of ICR3ATE | Digital Makers Lab to a third party, unless the Parties have expressly agreed otherwise in writing.
- If any provision of this Agreement is or becomes invalid or non-binding, the Parties remain bound by the remaining provisions. The parties will then, in consultation, replace the invalid provisions by another one that is valid and that approaches the intention of the Parties as closely as possible.
- Dutch law applies to the Agreement. All disputes arising from the Agreement must in the first instance be submitted to the competent court in the district where ICR3ATE | Digital Makers Lab is located.
Article 11. Processing of Personal Data
- Insofar as the performance of activities within the framework of the services of ICR3ATE | Digital Makers Lab personal data of a counterparty are processed, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and General Data Protection Regulation. ICR3ATE | Digital Makers Lab refers to the Privacy Statement for further information.
- In addition to the preceding paragraph 1, ICR3ATE | Digital Makers Lab notes that appropriate technical and organizational measures will be taken to protect the personal data processed by a counterparty against loss or any other form of unlawful processing, taking into account the current state of the art and the nature of the processing. .