Click Animated Terms & Conditions
These are the General Terms and Conditions of Click Animated, established in Amsterdam, Nieuwe Keizersgracht 2A1. The General Terms and Conditions apply to all offers and agreements in which Click Animated supplies products and services of whatever nature and under whatever name to a customer or client.
Article 1: Applicability, Offer and Agreement
1.1 By entering into an agreement with Click Animated as well as by using the Products, the customer declares to be familiar with these General Terms and Conditions and to agree to their applicability.
1.2 All offers, (price) quotations or other statements made by Click Animated are without obligation and do not bind Click Animated in any way. All dates mentioned are indicative and are not to be regarded as deadlines unless the parties have expressly agreed otherwise in writing. All offers or (price) quotations from Click Animated that are not accepted by the customer in writing within fourteen (14) days will then lapse by operation of law.
1.3 Offers are based on the data, information and any wishes provided by the customer in writing in advance. The customer vouches for the correctness and completeness of the information provided by or on behalf of Click Animated on which Click Animated bases its offer. Information stated in drawings, images, catalogues, websites, quotations, advertising material, etc. is not binding for Click Animated, unless explicitly stated otherwise by Click Animated.
1.4 An agreement is concluded by the signature of both parties or the acceptance by Click Animated of an order placed by the customer with Click Animated for products and services.
1.5 The customer bears the risk of selecting the products and is responsible for the correct use, the correct application of the products and the correct installation or other processing of the products in accordance with the agreement.
1.6 All orders will be carried out by Click Animated on the basis of the data, information, wishes and/or requirements made known to Click Animated by the customer in good time and in writing.
1.7 The customer is not entitled to transfer the rights and/or obligations from the agreement to a third party, except with the written permission of Click Animated.
Article 2: Price and Payment
2.1 Prices and rates are in euros and exclusive of any other levies imposed by the government.
2.2 If the customer consists of several natural persons and/or legal entities, each of these persons will be jointly and severally liable to pay the amounts due under the agreement.
2.3 Payment by the customer to Click Animated must take place in accordance with the payment conditions stated on the invoice and quotation. In the absence of such conditions, payment must be made within fourteen (14) days of the invoice date at the latest.
2.4 Payment for Click Animated products is made online and via the payment methods offered.
2.5 Payment is made without any right of set-off or suspension and without the customer being allowed to block his payment obligation by means of an attachment under his own control or otherwise.
2.6 In the event of late or incomplete payment, the customer will owe the applicable commercial default interest (in accordance with the provisions of Articles 6:119a and 6:120 of the Dutch Civil Code) on the outstanding amount with immediate effect from that date, whereby part of a month will be counted as a whole month.
2.7 The customer is also obliged to pay reasonable compensation for all extrajudicial and judicial collection costs, insofar as these do not form part of the legal costs, which are set in advance at 15% of the total claim.
2.8 Click Animated is entitled to adjust prices and rates. Price adjustments do not apply to quotations and invoices that have already been issued and are still valid.
2.9 Click Animated is at all times entitled, even after an order has been partially carried out, to demand security from the customer for the timely and full payment of the payment obligation(s) before further delivery.
2.10 If the Customer fails to fulfil his obligations arising from the agreement and justifies dissolution, the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Customer is obliged to pay compensation or indemnification for breach of contract.
Article 3: Delivery
3.1 Click Animated will make every effort to deliver the agreed products and services on or within the agreed delivery date or term. These dates and other agreed periods and dates are always indicative. The mere exceeding of a (delivery) date stated by Click Animated or agreed between the parties will not cause Click Animated to be in default. If there is a risk of any term being exceeded, Click Animated and the customer will consult with each other as soon as possible to determine a new (indicative) delivery date.
3.2 Delivery of products and services takes place via the worldwide web (‘Internet’), unless otherwise agreed.
3.3 If the parties agree that the products or services will be delivered to a delivery address specified by the customer other than that referred to under 3.2, transport or travel costs from the Click Animated branch to the aforementioned delivery address will be at the customer’s expense and risk, unless the parties have agreed otherwise.
3.4 Express shipments that take place at the customer’s request are at the customer’s expense and risk.
3.5 Click Animated is entitled to store products – which cannot be transported to their destination for reasons not attributable to Click Animated – at the customer’s expense and risk and to demand payment of the purchase price, as if delivery had taken place, as well as storage costs.
3.6 In accordance with Article 7:10 of the Dutch Civil Code, the risk of loss of and/or damage to the products is transferred to the customer at the time of delivery as referred to under 3.2.
3.7 All images, samples, drawings or other documentation provided to the customer by Click Animated for an order or quotation remain the property of Click Animated. The customer is not permitted to hand them over or show them to third parties, explicitly including competing companies, without the prior written consent of Click Animated.
Article 4: Intellectual property rights
4.1 The intellectual property, including but not limited to copyright, trademark law, patent law, trade name law and domain name law with respect to the products made available to the customer on the basis of the agreement rests with Click Animated or its licensors. Under no circumstances is an agreement intended to transfer the intellectual property rights to the customer and/or to its customers who are the end users of the products.
4.2 The customer is not permitted to change, remove or make unrecognisable any indication of Click Animated’s or its suppliers’ intellectual or industrial property rights. If the customer does not comply with this obligation within the set period, even after Click Animated has issued a notice of default, Click Animated will be entitled to suspend all deliveries of the products and dissolve the agreement.
4.3 The customer will not be able to assert any property right or other right to any brand, trade name, patent, model or copyright or any other intellectual or industrial property right that belongs to Click Animated or its supplier prior to entering into the agreement.
4.4 The intellectual property rights to the standard user manual associated with the products remain with Click Animated and/or its licensors at all times and will not be transferred in any way to the customer.
4.5 Click Animated reserves the right to use parts of supplied products for promotional purposes. In doing so, persons, brand names and other identifiable characteristics of the customer will be made anonymous.
4.6 The customer is only permitted to use the user documentation supplied with the products or otherwise made available to the customer by Click Animated within its own organisation for internal purposes.
4.7 Click Animated guarantees that the digital products supplied to the customer do not infringe any intellectual property rights of third parties.
Article 5: Warranty, Support & Complaints
5.1 The customer is obliged to have examined within fourteen (14) working days after delivery of the Product whether the delivered product complies with the agreement.
5.2 Complaints regarding delivered products will only be dealt with if they have been submitted in writing to Click Animated within fourteen (14) working days after expiry of the period referred to in the previous paragraph, stating the invoice number and stating the reasons.
5.3 A complaint submitted does not entitle the customer to suspend or refuse payment.
5.4 The burden of proof that Click Animated’s products do not comply with what has been agreed in writing or with what may be expected from Click Animated acting reasonably and competently lies entirely with the customer, without prejudice to Click Animated’s right to provide proof to the contrary by any means.
5.5 The service support to be provided by Click Animated to the customer (hereinafter referred to as “Support”) with respect to the products will be carried out on the basis of an obligation to perform to the best of one’s abilities.
5.6 Support is understood to mean the provision of telephone, written or electronic support with regard to questions from the customer about the use of the products supplied.
5.7 Recovery may affect the availability of the products. Click Animated will not allow the products to be taken out of use for longer than necessary.
5.8 Click Animated will under no circumstances be obliged to repair defects or provide Support, insofar as the defects have arisen in connection with circumstances beyond Click Animated’s responsibility or reasonable sphere of influence or power, such as:
1) Modification of the Products, of whatever nature, not carried out by Click Animated or otherwise the condition of the Products at the time of delivery has been affected in any way;
2) Use of the Products in a manner or in connection with other products not described in the agreement or not permitted under the agreement;
3) Defects, malfunctions or imperfections in goods not originating from Click Animated.
5.9 Click Animated may, at its own discretion, offer the customer the option of solving the defect to the best of its ability, on the basis of time and material at Click Animated’s then current hourly rates and conditions.
5.10 If an agreement has been entered into with a view to execution by a specific person, Click Animated is always entitled, after consultation with the customer, to replace this person with one or more other persons with the same or similar qualifications.
5.11 Work by Click Animated will be carried out on Click Animated’s usual working days and times, unless otherwise agreed in writing.
5.12 The use made by the customer of advice provided by Click Animated is at the customer’s expense and risk.
5.13 Click Animated is not liable for damage that may result from the use of the products concerned.
Article 6: Force majeure
6.1 Click Animated is not obliged to fulfill any obligation towards the customer if he is hindered to do so as a result of a circumstance that is not attributable to fault, and is not accountable to Click Animated by virtue of the law, a legal act or generally accepted views.
6.2 In these general terms and conditions, force majeure means, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which Click Animated has no influence, but which prevent Click Animated from fulfilling the obligations arising from the agreement. This includes strikes in the company of Click Animated or third parties. Click Animated also has the right to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after Click Animated should have fulfilled its obligation.
6.3 Click Animated can suspend the obligations arising from the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
Article 7: Products and services of third parties
7.1 The delivery and use of products of third parties are subject to the general terms and conditions of those third parties.
7.2 Click Animated is under no circumstances liable for damage (in) directly resulting from the products of third parties, unless this may not be limited or excluded on the basis of mandatory legal provisions.
7.3 Click Animated is entitled to involve third parties in the execution of the agreement.
Article 8: Confidentiality
8.1 Neither party shall disclose confidential information to any third party without the prior written consent of the other party. Confidential information is understood to mean: all information and data, regardless of form, including business information (such as offers, conditions, processes, working methods, marketing strategies, etc.) of the other Party, as well as financial information and all information that a Party has characterized as confidential in any way or of which the other Party can understand the confidential nature.
8.2 This confidentiality obligation does not apply to confidential information:
8.2.1 which is known to the public without such disclosure being the result of an unauthorised act by the Party from which the confidential information does not originate;
8.2.2 Of which disclosure is required by any legal provision, a court order or necessary for legal defence, subject to prior written notification by the disclosing party to the party whose confidential information is concerned, that such confidential information will be disclosed;
8.2.3 lawfully obtained by the party without a duty of confidentiality from third parties.
8.3 The parties are free to make known that they have entered into an agreement.
Article 9: Retention of title and right of retention
9.1 The products delivered to the customer remain the property of Click Animated as long as no full payment has been made.
9.2 Click Animated reserves the right, without judicial intervention being required, to take back ownership of the (partially) unpaid products, without prejudice to the right to compensation in the event the customer does not (fully) fulfil its payment obligation.
9.3 If Click Animated makes use of the right – as referred to in the previous paragraphs of this article – the portion of the purchase price that has already been paid to Click Animated will be settled, without prejudice to Click Animated’s right to compensation.
9.4 Click Animated may retain the goods, products and documents received or generated within the framework of the agreement, despite an existing obligation to surrender or transfer them, until the customer has paid all amounts owed to Click Animated in this respect.
Article 10: Liability
10.1 The total, cumulative liability of Click Animated towards the customer due to an attributable shortcoming in the fulfilment of the agreement or for any other reason, explicitly including any shortcoming in the fulfilment of a guarantee obligation agreed upon with the customer, is limited to compensation of direct damage up to an amount equal to the amount paid to Click Animated by the customer prior to the damage-causing fact, In the event of a periodic payment obligation on the part of the customer, Click Animated’s aforementioned liability is limited to compensation of direct damage up to an amount equal to the amount paid by the customer to Click Animated in the three (3) months prior to the event causing the damage under the Agreement.
10.2 Click Animated is not liable for consequential or indirect damage, including loss of profit, missed savings, damage due to business stagnation and/or loss of data files.
10.3 The limitations of liability included in article 10.1 and 10.2 will lapse if Click Animated’s liability cannot be excluded or limited on the basis of mandatory legal provisions, including the legal provisions regarding product liability (article 6:185 et seq. of the Dutch Civil Code).
10.4 The operation of Article 7:404 of the Civil Code is expressly excluded.
10.5 Click Animated is not liable for damage if Click Animated, for whatever reason, does not make a delivery on time.
10.6 The customer indemnifies Click Animated against all claims from third parties who are not consumers, due to product liability as a result of a defect in a product or system supplied by the customer to a third party that also consisted of products supplied by Click Animated, unless and insofar as the customer proves that the damage was caused by the products.
10.7 Any right to compensation from the customer will in any case lapse insofar as the customer has not taken measures immediately after the damage occurs to limit the damage or to prevent more or other damage, as well as Click Animated has not informed Click Animated of all relevant information as soon as reasonably possible.
10.8 Unless fulfilment by Click Animated is permanently impossible, the liability of Click Animated on account of an attributable shortcoming in the fulfilment of a contract will only arise if the customer immediately gives Click Animated written notice of default, whereby a reasonable period is set for the fulfilment of the shortcoming, and Click Animated continues to imputably fail to fulfil its obligations even after that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Click Animated is given the opportunity to respond adequately.
10.9 The provisions of this article as well as all other limitations and exclusions of liability mentioned in these General Terms and Conditions also apply in favour of all (legal) persons Click Animated uses for the execution of the agreement.
10.10 Each implicit guarantee issued by Click Animated falls under the limitation of Click Animated’s liability as stipulated in this article.
10.11 Click Animated accepts no responsibility or liability for the correctness and/or completeness of proposals and/or advice issued by it and/or its employees.
Article 11: Termination of the Agreement
11.1 Each of the parties shall only be entitled to dissolve the agreement on account of an attributable failure in the performance of the agreement if the other party fails imputably in the performance of essential obligations under the agreement in all cases after a notice of default in as much detail as possible in writing, setting a reasonable period for remedying the failure. Payment obligations of the customer and all other obligations to cooperate by the customer or a third party to be engaged by the customer are always regarded as essential obligations under the agreement.
11.2 If at the time of dissolution as referred to in Article 11.1, the customer has already received services in execution of the agreement, these services and the related payment obligation will not be subject to cancellation, unless the customer proves that Click Animated is in default with regard to the essential part of these services. Amounts that Click Animated has invoiced prior to dissolution in connection with what it has already properly performed or delivered in execution of the agreement will remain due in full with due observance of the provisions of the previous sentence and will become immediately due and payable at the time of dissolution.
11.3 If a Contract which, according to its nature and content, does not end by completion, has been entered into for an indefinite period of time, each of the parties may terminate it by registered letter with due observance of a notice period of three (3) months. The parties shall not be liable to pay any compensation on account of termination.
11.4 The customer is not entitled, possibly contrary to Article 7:408(1) of the Dutch Civil Code, to prematurely terminate a contract for the provision of services or an order which has been entered into for a definite period.
11.5 Each of the parties may terminate the agreement in whole or in part in writing with immediate effect, without notice of default being required, if the other party is granted a suspension of payments, whether or not provisionally, if a petition is filed for the other party’s bankruptcy, if the other party’s business is wound up or terminated other than for the purpose of reconstruction or merger of companies, or if the decisive control over the customer’s business changes. Because of this termination, Click Animated will not be obliged to refund any monies already received or to pay compensation.
11.6 Unless explicitly agreed otherwise by the parties, all rights, obligations and activities of the parties in the event of termination of the agreement (regardless of the reason) will end at the time of termination of the agreement.
Article 12: Applicable law and disputes
12.1 The agreements between Click Animated and the customer are governed by Dutch law.
12.2 Disputes that may arise between Click Animated and the customer as a result of a contract concluded between Click Animated and the customer, or as a result of further contracts resulting from this, will be submitted exclusively to the competent court in Amsterdam.
12.3 Contrary to the provisions of the previous paragraph, the parties may agree to initiate arbitration and/or mediation proceedings.
Article 13: Final provisions
13.1 Click Animated reserves the right to change and supplement the General Terms and Conditions by written notification to the customer, observing a period of one (1) month.
13.2 Any communication relating to the General Terms and Conditions or an agreement must at least be in writing.
13.3 If any provision of the General Terms and Conditions or an agreement should prove to be not binding in whole or in part, this will have no effect on the binding nature of the other provisions.
13.4 Delay or failure of a party to enforce any right under the agreement against the other shall not be regarded as a waiver of this right vis-à-vis that other party, unless indicated elsewhere in the General Terms and Conditions.
13.5 Obligations which by their nature are intended to continue after the agreement continues to apply after termination of the agreement. These obligations include those arising from the provisions concerning: confidentiality, intellectual property, liability and applicable law.
If you have any questions, please do not hesitate to contact us!
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