Terms & conditions

Article 1. Applicability
These terms and conditions apply to all offers, assignments, execution of works, deliveries, processing, actions, and agreements of sale or otherwise, whether or not further agreements of any kind between Pixplicity B.V., hereinafter referred to as "Contractor," and its customers, hereinafter referred to as "Client."

Article 2. Formation of Agreement
2.1 All offers made by the Contractor are non-binding unless they contain a deadline for acceptance. If an offer by the Contractor is non-binding and is accepted, the Contractor has the right to withdraw the offer within two working days after receiving the acceptance.

2.2 The Client may revoke a written assignment that has not yet been accepted by the Contractor only if all costs incurred, including registrations made for the assessment of the assignment and the preparation for acceptance, are reimbursed or honored.

Article 3. Deviations
Deviations from these terms and conditions are only binding if and insofar as the Contractor has agreed to them in writing. Deviations apply exclusively to the offer, delivery, processing, agreement, or action for which they were made.

Article 4. Reporting
The Contractor may prepare contact reports for all relevant interactions with the Client, which may be sent to the Client for approval. If the Client does not respond in writing within four working days of dispatch, the report will be deemed correct, and both parties will be bound by it.

Article 5. Budgeting
At the Client’s request, the Contractor will prepare a budget for an assignment, outlining the proposed working method and estimated cost. The budget includes a specification of fees based on the Contractor's hourly rates and all additional costs. If certain costs cannot be foreseen when preparing the budget because they depend on project progress, third-party price quotes, or other unpredictable factors, they may be listed as pro memoria (tentative estimates). These costs will be charged retrospectively and reasonably. The Contractor may modify the budget if it was based on circumstances or facts that later change. If the budget clearly states an estimate or range rather than a fixed amount or number of hours, the specified amounts and hours are indicative and not binding. In such cases, the Contractor will regularly provide interim budgets to the Client, which may deviate from the original budget. The Client must approve the budget within ten working days of receipt and return it to the Contractor. Interim budgets must be confirmed by email within four working days. Work covered by budgets will not commence until the Client has accepted them as described in Article 10. If the Client requests work to be performed before the approval process is completed, the Contractor is entitled to charge its fees and costs reasonably, even if these were not included in the budget or if no approved budget was established.

Article 6. Prices
If work is not carried out based on a budget as described in Article 5, the following applies. All work performed by the Contractor, as well as work performed by suppliers and third parties engaged by the Contractor related to the project, including preparation, communication with the Client, design, development, repairs, maintenance, management, supervision, planning, and other relevant activities, will be carried out at an hourly rate of €130. Activities performed by the Contractor in establishing an agreement are excluded. All prices exclude VAT, transportation costs, and postal charges. Contrary to Article 3, the Contractor has the right to pass on third-party price increases that become known after the quote. The Contractor will strive to prevent or minimize such price increases but cannot guarantee results or bear the risk.

Article 7. Execution and Delivery
The Contractor will carry out the assignment to the best of its ability and professional judgment. If the Client’s briefing requires various options to be explored before a final proposal is made, these activities will be included in the agreement, based on the final proposal. Services and related goods will be delivered at the Contractor’s location or other locations designated by the Contractor. Ownership of any delivered goods transfers upon delivery, full payment, and mutual fulfillment of all contractual obligations. The risk transfers to the Client upon delivery.

Article 8. Scheduling
The time schedule provided by the Contractor for the assignment is indicative and not a strict deadline. Delays in delivery of any part do not entitle the Client to terminate, modify the agreement, or claim damages unless the Client has previously and explicitly stated in writing that a specific deadline is essential and the Contractor has accepted this. Even in such cases, the Contractor is not liable for late delivery due to circumstances beyond its control, as described in Article 10.

Article 9. Complaints
If the delivered work has visible defects upon delivery, the Client must submit a written complaint immediately. For defects not visible at delivery, the Client must file a written complaint immediately after discovery. Any right to complain expires at least one month after delivery. Complaints that are not submitted in writing and in a timely manner do not have to be addressed by the Contractor.

Article 10. Suspension
The Contractor is entitled at any time to suspend or temporarily halt the execution of the assignment if the Client fails to fulfill any obligation towards the Contractor, including providing the required security under Article 18 and failing to timely accept activities or budgets under Article 5.

Article 11. Accuracy of Data/Third-Party Information
The Contractor may rely on the accuracy and completeness of the data provided by the Client in the assignment/briefings. The Client is liable for any damages resulting from inaccuracies or omissions. If the Contractor executes an agreement using information, data, or images of or about third parties provided by the Client, the Client guarantees that the Contractor may use them and indemnifies the Contractor against any third-party claims.

Article 12. Production Supervision
The Contractor will oversee the execution of assignments given to developers, graphic designers, or other production companies on behalf of the Client. The Contractor retains the right to engage such companies and third parties for the project as deemed necessary and will assume responsibility and provide supervision. The Contractor may represent the Client to a production company if this is appropriate for the assignment and confirmed in writing by the Client. Final production approval must be given in writing by the Contractor. Even if production supervision costs are not separately included in the budget, they will be reimbursed by the Client.

Article 13. Copyright and Intellectual Property
All work related to software development, ideas, plans, methodologies, and/or working methods specifically executed for the Client becomes the Client’s property after delivery as defined in Article 7. However, the Contractor retains the right to reuse generic and non-company-specific concepts, techniques, processes, and procedures developed by its employees.

Article 14. Originality
The Contractor guarantees that the works it creates are original and that it holds the rights for their use as described in the assignment.

Article 15. Attribution
Unless explicitly excluded in writing, the Contractor is entitled to sign its work or have its name mentioned in a colophon, title roll, or otherwise, provided it is done in a customary manner. If the Contractor wishes, reproductions or adapted work may, where applicable, include the © symbol with the Contractor's name and the year of first publication.

Article 16. Promotional Use
Unless otherwise agreed in writing, the Contractor is entitled to use its work and its relationship with the Client for its own promotional purposes. The Client may only refuse consent for promotional use if previously agreed upon in writing, such as in a confidentiality agreement.

Article 17. Termination of Assignment
17.1 The Client may revoke the assignment only if:
a) all reasonable costs incurred by the Contractor up to the time of revocation, including fees, are immediately paid, and
b) the Client compensates the Contractor for the expected profit margin, fixed at 25% of the total assignment amount.

17.2 If circumstances beyond the Contractor’s control make execution unreasonably impossible, the Contractor may return the assignment with the right to compensation as per 17.1.a.

17.3 In the event of bankruptcy or suspension of payment by either party, the other party may immediately terminate the agreement, applying 17.1.
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Article 18. Payment
All payments must be received within 8 days of the invoice date, unless otherwise agreed in writing. If and as long as the Client fails to make timely payment of all amounts due, the Client shall be in default and will be liable for a "penalty interest" consisting of the statutory interest, plus €50 in administrative costs and a penalty of 2%. All extrajudicial costs incurred by the Contractor in collecting outstanding payments shall be borne by the Client. In any case, the Client shall owe the Contractor at least the amount determined by the fee schedule of the Bar Association, regardless of whether actual costs are higher, in which case the Client shall also be liable for the excess amount. Payments must be made to the bank account announced or otherwise specified by the Contractor. The Contractor is entitled at any time, regardless of what has been agreed regarding payment, to require security for the fulfillment of the Client's financial obligations, including but not limited to a bank guarantee, and the Client shall reasonably cooperate.

Article 19. Handover of Materials
All materials related to the assignment that are to be made available to the Client within the scope of the assignment shall be handed over to the Client upon the Client’s first request, but only after the Client has fulfilled all its obligations towards the Contractor. The same applies to the Contractor’s materials (such as working drawings, artwork, etc.), unless otherwise agreed.

Article 20. Liability/Limitation of Damages
The Client indemnifies the Contractor against any liability towards third parties for defects in any product produced based on the Contractor's design, except in the case of a defect in the design that was reasonably foreseeable for the Contractor at the time of creation. In any event, the Contractor shall never be liable to either the Client or third parties for any consequential or other damages. Notwithstanding the foregoing, the Contractor shall never be liable for damages exceeding the amount involved in the assignment. Without prejudice to the provisions of Article 12, the Client remains responsible at all times and indemnifies the Contractor against any damages or claims arising from incorrect or incomplete descriptions or specifications of products or components thereof within the scope of the assignment.

Article 21. Confidentiality
The Contractor shall make every effort to treat all information from the Client that is explicitly and clearly designated in writing as confidential with confidentiality. The Contractor shall handle with the utmost care all data made available to or acquired by its employees in confidence in the course of executing the work and shall not make such data available to third parties without the Client’s permission. This applies only to information that was not already known to the Contractor or could not be obtained through other channels than via the Client.

Article 22. Transfer
The rights and/or obligations arising from agreements concluded under these terms and conditions may not be transferred to third parties without prior written consent from the other party.

Article 23. Governing Law/Jurisdiction
Dutch law shall apply exclusively, to the exclusion of any other law. All disputes arising from any agreement between the Contractor and the Client shall be submitted to the competent court in the district where the Contractor is established

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