The following terms are used in the general terms and conditions:
1.1 The client is the counterparty of Sundown Design.
1.2 The agreement is the agreement between the client and Sundown Design.
1.3 The deadlines are defined in the invoice.
2.1 These general terms and conditions apply to all offers, quotations, agreements concluded by Sundown Design and all other actions taken by Sundown Design.
2.2 These general terms and conditions also apply to anyone who works for Sundown Design (as a partner or in employment) and to anyone engaged by Sundown Design.
2.3 Sundown Design is entitled to amend these general terms and conditions. The amended general terms and conditions are deemed to have been accepted if the client has not objected to the amended terms and conditions within 14 days after they have been sent to him or made known to him.
3.1 Unless it has been agreed with the client that the assignment will be carried out by a designated person in advance, Sundown Design is free to determine which of its partners or staff members will be involved in the execution of the assignment. Sundown Design is also entitled to engage third parties in the execution of the assignment.
3.2 Sundown Design is free to carry out the assignment according to its own technical and creative insight, as long as it has not been explicitly described in the quotation/agreement.
5.1 Payment of the invoice can be divided into installments, depending on what has been agreed upon when the assignment was given. The client must pay each installment in full upon completion of the installment within 7 days of the invoice date, unless another payment arrangement has been agreed upon.
5.2 Sundown Design is at all times entitled to demand a down payment of up to 25% of the agreed price.
5.3 In the event of non-payment within this period, the client will be in default and will be liable for payment of the statutory interest as referred to in Article 6:119a of the Dutch Civil Code, as well as for all costs incurred by Sundown Design in connection with the collection.
5.4 All (extra) judicial costs associated with the collection of invoices - with a minimum of 15% of the amount to be collected - are borne by the client. The judicial costs are not limited to the liquidated costs but will be fully borne by the client if he is (largely) unsuccessful.
5.5 No use of the deliverables provided by Sundown Design in the context of the execution of the assignment is permitted in any way until the client has paid any outstanding invoice from Sundown Design.
6.1 In case of cancellation, Sundown Design has the right to charge the following cancellation costs:
6.1.1 25% of the agreed amount of the current installment.
6.1.2 All costs incurred with third parties in the context of the assignment.
7.1 The execution of the assigned task is solely intended for the client. Third parties cannot derive any rights from it. Sundown Design is not liable for work carried out by third parties in the context of the assignment, insofar as the engagement of these third parties has been agreed upon with the client.
7.2 Unless there is gross negligence or intent on the part of Sundown Design, Sundown Design is never liable for indirect damage, including consequential damage, loss of profits, missed savings, and damage due to business stagnation. Sundown Design's liability is limited to the amount of the invoiced fee for the relevant assignment, with a maximum of €5,000.
7.3 Sundown Design is not liable for damage to or loss of materials, models, information carriers, software, databases, or other information, provided by or on behalf of the client for the execution of the assignment.
7.4 Sundown Design is not liable for the consequences of any errors or shortcomings in the provided data or information, unless Sundown Design was aware of these errors or shortcomings or should have been aware of them.
7.5 The client indemnifies Sundown Design against any claims by third parties who suffer damage in connection with the execution of the assignment, for which the cause is attributable to others than Sundown Design or the client.
7.6 The client is obliged to report any damage for which Sundown Design may be held liable as soon as possible after it has been discovered, but no later than within 14 days after the completion of the assignment. Failing to do so, the client forfeits the right to hold Sundown Design liable.
7.7 The limitations of liability and indemnification obligations included in these general terms and conditions apply equally to the benefit of employees of Sundown Design and to third parties engaged by Sundown Design.
8.1 Sundown Design is not liable for any failure or delay in the performance of its obligations under the agreement if this failure or delay is caused by circumstances beyond its reasonable control (force majeure).
8.2 In case of force majeure, Sundown Design is entitled to suspend its obligations under the agreement for the duration of the force majeure event.
8.3 If the force majeure event lasts longer than six months, both parties are entitled to dissolve the agreement by means of a written notice without any obligation to compensate the other party.
9.1 Dutch law applies to these general terms and conditions, the agreement, and any dispute arising from or in connection with them.
9.2 Any dispute arising from or in connection with these general terms and conditions or the agreement will be settled by the competent court in Amsterdam, the Netherlands, unless the law prescribes otherwise.
End of general terms and conditions.