General Terms & Conditions
We’re looking forward to creating the best product with and for you! To make sure we are on the same page in terms of what we can expect from one another during this collaboration, we have written General Terms & Conditions. If you have any questions, let us know at
ARTICLE 1.
Definitions
Yummygum B.V. (“Yummygum,” “we,” “us,” or “our”)
General Terms and Conditions:These general terms and conditions relate to the services provided by Yummygum, with its registered office in Amsterdam at Wilgenweg 22D, entered in the Amsterdam register of companies under number 84977701.
Client:The natural person or legal entity with whom or which the agreement to supply Yummygum's products and services has been concluded.
Products and Services:The products and services to be supplied or performed by Yummygum, including but not limited to the design, production and publication of a website, HTML email, desktop application, web application, mobile application, icons, illustrations, taking, branding, workshops, consultancy, devops, and supplying photographs and all other additional and supporting products and services.
Agreement:Any mutual acceptance, confirmed either verbally, in writing, on the website using a digital form or by email, of the provision of one or more of Yummygum's products or services.
ARTICLE 2.
Applicability
2.1These General Terms and Conditions relate to all agreements and legal relationships between Yummygum and the Client. Deviations to these General Terms and Conditions shall only be valid if and to the extent that they have expressly been agreed in writing or electronically. In all cases not fully or partially covered by these General Terms and Conditions, the general terms and conditions of the Federation of Dutch Trade Associations for Information Technology (FENIT) shall apply.
2.2Any general terms and conditions of the Client or third parties shall not be binding for Yummygum and shall not apply unless stated otherwise and agreed upon in writing or by email.
Basically…
These Terms & Conditions apply to all legal documents you share with us and we share with you, unless agreed upon otherwise.
ARTICLE 3.
Quotations and acceptance
3.1All quotations and estimates issued by or on behalf of Yummygum shall be free of obligation, unless stated otherwise by Yummygum in writing or by email.
3.2An offer or quotation issued by Yummygum shall be valid for a period of 30 days, unless stated otherwise.
ARTICLE 4.
Duration and termination
4.1The termination of the Agreement must take place in writing, taking the following stipulations into account:
The Client shall be obliged to pay 15% of the total amount if the Agreement is terminated before Yummygum has delivered the products or services.
The Client shall be obliged to pay 50% of the total amount if the Agreement is terminated once Yummygum has already started to deliver (parts of) the products or services.
The Client shall be obliged to pay 80% of the total amount if the Agreement is terminated once Yummygum has already started to deliver (parts of) the products or services and the Client has failed to communicate with Yummygum.
4.2Yummygum shall be entitled to terminate the agreement without formal notice or judicial intervention and with immediate effect if the Client is declared bankrupt, has requested or been granted a suspension of payment or has otherwise lost the free disposal of its assets. In this case, the latter party shall not be entitled to any compensation.
4.3Without prejudice to the stipulations of the remaining articles, Yummygum shall be entitled to terminate the agreement with immediate effect and without judicial intervention if:
The Client is disseminating information which contravenes (inter)national legislation and regulations
The Client is disseminating information which is discriminatory in respect of appearance, race, religion, gender, culture or ethnic origin or could otherwise be regarded as offensive
The Client acts unlawfully towards Yummygum
The Client carries out other activities as a result of which Yummygum suffers a loss or is in danger of doing so
Basically…
We have set a few financial conditions to help benefit a healthy realtionship with you, the client. These conditions help us make the right decisions in the unlikely event of a project being terminated prematurely because of reasons on the client's side.
ARTICLE 5.
Force majeure
5.1With regard to the agreement, force majeure shall be taken to mean everything which is implied by this term by virtue of the law and in case law.
5.2Yummygum shall not be obliged to comply with its obligations arising by virtue of the agreement if such compliance is rendered impossible as a result of force majeure.
Basically…
Just like in most legal constructions that exist, we can't be held liable in case of unavoidable events/catastrophes that keep us from finalizing design/development deliverables.
ARTICLE 6.
Prices and payment
6.1All prices stated by Yummygum, as well as the agreed prices, exclude 21% VAT and any other charges arising by virtue of legal stipulations. The Client shall furthermore owe the payments which arise by virtue of these terms and conditions.
6.2The Client's payment obligation shall enter into force on the day on which the agreement is concluded.
6.3The costs owed shall be charged subject to the advance payment of 50% of the total invoice amount, unless agreed otherwise, and must be paid within 7 days of the invoice date, failing which Yummygum reserves the right to stop providing products and services either temporarily or otherwise.
6.4For each payment period, Yummygum shall send the Client an invoice for the costs connected with the agreement and these terms and conditions.
6.5Payment must always be made within 30 days of the invoice date, with the exception of the advance payment.
6.6If the Client has not paid on time, the Client shall be notified of this fact and another payment deadline shall be established. If payment is not made before this new deadline expires, the Client shall be in default without any formal notice being required. From then on, all judicial and extrajudicial collection costs shall be borne in full by the Client.
6.7If the Client feels that the costs which have been charged are incorrect, the Client may make its objections known to Yummygum within 7 working days of the invoice date by means of a registered letter. After receiving the objection, Yummygum will investigate whether the invoice amount is correct.
6.8The Client shall be in default as soon as the payment which is owed has not been paid to Yummygum through the fault of the Client.
6.9If the amounts owed are not received through the fault of the Client, Yummygum shall charge interest for late payment which is equal to the statutory interest rate and shall be owed from the moment the Client enters into default up to the moment of collection.
Basically…
We have a few payment conditions that follow industry standard such as VAT (if applicable), payment due dates and possible consequences of late payments.
ARTICLE 7.
Reservation of Title
7.1All intellectual property rights, including but not limited to all existing and future rights and claims relating to, or with regard to the use of, copyrights and related rights, trade name rights, brand rights, domain names, patent rights, model rights and database rights with regard to the Products and Services or matters connected therewith, shall exclusively rest with Yummygum. See paragraph 7.6 how to transfer IP rights.
7.2The client is not permitted to reproduce material prepared or supplied by Yummygum for commercial purposes without having first received written consent to this end from Yummygum.
7.3If the Client infringes any stipulations of the previous articles, including but not limited to the reuse of material or parts thereof, optionally after (copying) operations, the Client is acting in an unauthorized manner and shall therefore automatically be in default. Yummygum shall be entitled to demand a payment for the transfer of the property rights, the level of which is specified in article 7.3.
7.4All source files shall remain the property of Yummygum unless agreed otherwise. Yummygum is not obliged to supply these source files. See paragraph 7.6 how to obtain source files.
7.5Yummygum shall be entitled to include the supplied (end) products, in full or in part and not limited to, its portfolio or in other communication, unless agreed otherwise in writing.
7.6The Client is permitted to claim all the property rights referred to in paragraph 7.1 and source files mention in paragraph 7.4, as long as the Client makes a reasonable payment for these rights. Reasonable payment is the equivalent of the first estimate that has been agreed upon that has a minimum total amount of € 25,000.— (fifteen thousand Euros), unless stated otherwise on the estimate.
Basically…
Unless agreed upon otherwise IP rights remain with us for smaller projects (for which the estimated sum is € 25,000.— or less). This is to justify the value of our applied experience and delivery of design/development into your project and motivate the longevity of our relation.
ARTICLE 8.
Liability
8.1In the event of attributable shortcomings in the fulfillment of the agreement, Yummygum shall only be liable for replacement compensation, i.e. payment of the value of the product or service which was not supplied. Any liability on the part of Yummygum for any other form of loss is excluded.
8.2In no case shall Yummygum be liable for indirect losses, including consequential loss, loss of profit, anticipated profit, loss of income, loss of savings, anticipated savings, losses as a result of business stagnation or the loss of goodwill and reputation, the loss, exchange or damage of electronic data or any other losses.
8.3The Client shall indemnify Yummygum against all claims for compensation by third parties in respect of losses caused in any way whatsoever through the unlawful or negligent use of the Yummygum products and services which have been supplied to the Client.
8.4In view of the large number of interfaces with human intervention on the internet, the use of local networks and wireless communication, it is necessary to take into account the fact that the information which is obtained or sent via the internet is freely accessible. Yummygum cannot be held liable for losses of any kind whatsoever caused by the sending of confidential or secret information. Yummygum shall not be liable for the security or misuse by third parties of the data which is stored.
8.5Yummygum shall not be responsible or liable for the content of the material supplied by the Client.
8.6In no case can Yummygum be held responsible for the content of the Product and Services which have already been delivered, irrespective of whether the Product and Services come in the form of a coded or programmed product, has a Content Management System.
8.7The Client shall be liable for all losses suffered by Yummygum as a result of a shortcoming in the fulfillment of the obligations arising from the agreement and these terms and conditions, which shortcoming can be attributed to the Client.
8.8The Client must immediately inform Yummygum in writing of any changes to the Client's details. If the Client does not do so, the Client shall be liable for any losses suffered by Yummygum as a result.
8.9 By default we offer a support period of 1 calender month (30 days) after delivery to fix development bugs within reason. Beyond the agreed upon support period Yummygum offers support through an hourly rate.
8.10 The Client shall be liable and responsible to keep any 3rd party servers running for their own products and services.
8.11 Yummygum is not liable for any changes, deletions, or loss of design files, or parts thereof, that reside within the client’s environment. The client is solely responsible for managing, securing, and backing up these files.
Basically…
Although we maintain a very high standard of care, production and delivery of the Products and Services, some unlikely events we can't (in)directly control will waive our liability.
ARTICLE 9.
Unavailability and/or limited use
9.1Yummygum shall have the right to (temporarily) make the supplied Products and Services and the sharing availability unavailable and/or limit the use thereof if the Client, with regard to the agreement, fails to comply with an obligation towards Yummygum or contravenes these general terms and conditions. Yummygum shall notify the Client of this fact in writing in advance, unless this cannot reasonably be required of Yummygum. The obligation to pay the amounts owed shall also continue to exist during the period of unavailability and/or limited use.
9.2The products supplied will once again be made available if the Client, within a period stipulated by Yummygum, has fulfilled its obligations and has paid an amount (to be specified) for renewed access.
9.3In respect of perceptible shortcomings, the Client must issue a claim in writing by means of a registered letter at the latest within 8 days of delivery, failing which any claim against Yummygum shall lapse.
9.4Claims in respect of any shortcomings which are not immediately obvious must take place in writing by means of a registered letter within 8 days after the shortcoming has been observed, could have been observed or ought to have been observed. If this is not the case, any claim against Yummygum shall lapse.
9.5If the claim is justified, the supplied products or services will be modified, replaced or reimbursed after mutual discussion.
9.6A claim shall not suspend the obligations of the client.
Basically…
In case something happens that keeps you, the client, from following through the obligations as mentioned in these General Terms & Conditions, we'll get in touch with you, yet we reserve the right to take legal measures.
ARTICLE 10.
Provision of information
10.1Details and promotional material which are required for the performance of the contract must be supplied to Yummygum by the Client within 30 days of the conclusion of the agreement. If the client fails to supply these details and/or promotional material, Yummygum shall inform the Client of this fact, unless this cannot reasonably be required of Yummygum. If the stipulations of article 10.1 are not met, Yummygum reserves the right to (temporarily) place the contract on hold.
10.2Yummygum shall maintain confidentiality in respect of all information which it receives from the Client and in the case of which it is possible to deduce the confidential status from the nature of the information.
10.3If the agreed deadline is in danger of being exceeded, Yummygum shall notify the Client of this fact as soon as possible. In the case of force majeure on the part of Yummygum, the deadline shall be extended by the duration of the said force majeure. Excessive overrunning of the agreed delivery deadline as a result of force majeure on the part of Yummygum shall not form grounds for the annulment of the agreement. Yummygum shall retain its obligation to supply the client.
Basically…
We often require your input (which we treat confidentially) to start a project. In case we don't hear back from you for a very long time we reserve the right to take measures.
ARTICLE 11.
Amendment of the terms and conditions
11.1Yummygum reserves the right to amend or supplement these terms and conditions; however, the amendments shall only enter into force for new quotations.
11.2Yummygum shall be obliged to supply the most up- to-date version of the general terms and conditions with a new quotation.
Basically2…
In case we make any edits to these Terms and Conditions we will tell you. Besides that they only go into effect in case we create a new estimate for you.
ARTICLE 12.
Disputes and applicable law
12.1If as the result of a judicial act, one or more articles of these terms and conditions should be declared invalid, the remaining stipulations of these general terms and conditions shall remain in full force and Yummygum and the Client shall enter into discussions in order to agree upon new stipulations to replace the invalid or void stipulations, whereby the aim and purpose of the invalid or void stipulations shall be taken into account to the greatest possible extent.
12.2The agreement is exclusively subject to Dutch law.
Basically…
In the improbably event of legal actions these General Terms and Conditions serve as a legal fallback where possible (and within the confines of Dutch law).
ARTICLE 13.
Content
13.1In case the Products and Services apply to a website, HTML email and or any other product that is coded or programmed by Yummygum; Yummygum’s activities shall be limited to entering the first version of text-based content for the website without extensive layout work.
13.2Yummygum cannot be held liable for the content, or for any incorrect content, of the Product and Services created by Yummygum.
13.3Yummygum will keep a copy of files that have been produced by Yummygum, and not have been altered in any way by a third party nor client, up to twelve months after initially having shared the files with the client.
Basically…
We want to make sure both you, the client, and we know who does what and when in terms of content. The initial content (for which we can't be held liable) will be applied by us in case the Product and Services concern development.
ARTICLE 14.
Calculation of hours
13.1Yummygum shall invoice in whole and/or half hours; activities which take less than half an hour shall be calculated as half an hour.
Basically…
We round our clocked time to the nearest next 30 minutes slot.
ARTICLE 15.
Other payments
15.1If Yummygum is required to spend time traveling on the Client's behalf in order to perform activities on location or to hold talks, Yummygum shall be entitled to charge travel expenses which are 50% of the hourly rate multiplied by the number of hours spent traveling.
15.2For discussions with the Client or representatives of the Client, the hourly rate multiplied by the duration of the discussion (in hours) shall be charged for.
ARTICLE 16.
Privacy
16.1 It is possible that, as part of the Assignment, the Agency will process personal data for the Client within the meaning of the Dutch Personal Data Protection Act. Supplementary to the provisions in Article 12.2 of the MOA Terms and Conditions, the Client guarantees that it complies, in full, with all applicable laws and regulations and that it is entitled to engage the Agency to process the personal data concerned.
16.2 Supplementary to the provisions of Article 12.4 of the MOA Terms and Conditions, the Client will fully indemnify the Agency against any third-party claims which in any way ensue from or relate to the Agency's processing of personal data and/or result from a breach of the aforementioned guarantees by the Client.