Article 1   General

  1. These terms and conditions apply to every offer, quotation, Agreement and delivery between StudioSmids, Wielsterdyk 33, 9024bd Weidum, hereinafter referred to as: “user”, and a client to whom user has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing.
  2. These terms and conditions also apply to agreements with the user, for the execution of which the user must involve third parties.
  3. These general terms and conditions are also written for the employees of user and its management.
  4. The applicability of any purchase or other conditions of the client is expressly rejected.
  5. If one or more provisions in these general terms and conditions are at any time completely or partially void or destroyed, then the remaining provisions in these general terms and conditions remain fully applicable. The user and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and scope of the original provisions.
  6. If there is ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place “in the spirit” of these provisions.
  7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions. 8. If the user does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the user would lose to any extent the right to demand in other cases the strict compliance with the provisions of these terms and conditions.

Article 2  Ǫuotations and offers

  1. All quotations and offers of the user are without obligation and, unless otherwise stated, have a validity period of up to thirty (30) days. A quotation or offer expires if the product or service to which the quotation or Offer relates is no longer available in the meantime.
  2. The user cannot be held to his quotations or offers if the client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
  3. An offer, quotation or quotation does not bind the user and only applies as an invitation to place an order by the client, unless expressly stated otherwise.
  4. If an offer contains a non-binding offer and this offer is accepted by the subscriber, the user has the right to revoke the offer within two (2) working days after receipt of the acceptance.
  5. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
  6. If the acceptance (whether or not on minor points) deviates from the offer included in the offer or the offer, the user is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
  7. A composite quotation does not oblige the user to perform part of the assignment at a corresponding part of the specified price. Offers or quotations do not automatically apply to future orders.

Article 3        contract duration; delivery periods, execution and amendment of agreement

  1. The agreement between the user and the client is entered into for an indefinite period, unless the nature of the agreement indicates otherwise or if the parties expressly agree otherwise in writing.
  2. If a deadline has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a deadline. If a period is exceeded, the client must therefore notify the user in writing. The user must be offered a reasonable period to still implement the agreement.
  3. If the user requires data from the client for the execution of the agreement, the execution period does not begin earlier than after the client has made it correctly and completely available to the user.
  4. The user has the right to have certain activities carried out by third parties.
  5. The user is entitled to execute the agreement in several stages and to invoice the part thus executed separately.
  6. If the agreement is executed in phases, the user may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the previous phase in writing.
  7. If during the execution of the agreement it turns out that for its proper execution it is necessary to change or supplement it, then the parties will timely and by mutual agreement adjust the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or direction of the client, of the competent authorities, etc., and the agreement is thereby changed in qualitative and / or quantitative terms, this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The user will quote the price as much as possible in advance. By amending the agreement, the originally specified term of execution may also be changed. The client accepts the possibility of changing the agreement, including the change in price and term of execution.
  8. If the agreement is amended, including a supplement, then the user is entitled to implement it only after approval has been given by the person authorized within the user and the client has agreed to the price and other conditions specified for the implementation, including the time to be determined at that time when it will be implemented. The non-performance or non- immediate performance of the amended agreement does not result in a breach of contract by the user and is also not grounds for the client to terminate the agreement. Without failing to do so, the user may refuse a request to amend the agreement, if this could have a qualitative and / or quantitative consequence, for example, for the work to be performed or the goods to be delivered in that context.
  9. If the client should be in default in the proper fulfillment of what he is obliged to do towards the user, the client is liable for all damage (including costs) on the part of the user arising directly or indirectly as a result.
  10. If the user agrees a fixed price with the client, the user is nevertheless entitled at all times to increase this price without the client being entitled in that case to dissolve the agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or finds its cause in an increase in the price were foreseeable.
  11. If the price increase, other than as a result of a change to the agreement, amounts to more than 10% and takes place within three (3) months after the conclusion of the agreement, then only the client who has recourse to Title 5 Section 3 of Book 6 of the civil code is entitled to dissolve the agreement by a written statement, unless, or if the price increase results from an authority or an obligation on the user under the law or if it is stipulated that the delivery will take place longer than three months after the purchase.

Article 4        suspension, dissolution and early termination of the agreement

  1. The user is entitled to suspend the fulfilment of the obligations or to dissolve the agreement, if: – the client does not fulfill the obligations under the agreement, not in full or not in time; – circumstances that have come to the user’s attention after the conclusion of the agreement give good reason to fear that the client will not fulfill the obligations; – the client has been requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is missing or insufficient; – If, due to delay on the part of the client, the user can no longer be required to fulfill the agreement under originally agreed conditions.
  2. Furthermore, user is entitled to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if there are otherwise circumstances that are of such a nature that unchanged maintenance of the agreement cannot reasonably be required of user.
  3. If the agreement is dissolved, the user’s claims against the client are immediately due and payable. If the user suspends the fulfillment of the obligations, he retains his claims under the law and agreement.
  4. If the user proceeds to suspension or dissolution, he is in no way obliged to compensate for damage and costs incurred as a result in any way.
  5. If the dissolution is attributable to the client, the user is entitled to compensation for the damage, including the costs, caused directly and indirectly.
  6. If the client does not fulfil his obligations arising from the agreement and this non-fulfilment justifies dissolution, then the user is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the client, on account of non-performance, is obliged to compensation or compensation.
  7. If the agreement is terminated prematurely by USER, User will, in consultation with the client, arrange for the transfer of work to be performed to third parties. This is unless the termination is attributable to the client. If the transfer of the work entails additional costs for the user, these will be charged to the client. The client is obliged to pay these costs within the aforementioned period, unless the user indicates otherwise.
  8. In the event of liquidation, of (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three (3) months – at the expense of the client, of debt restructuring or any other circumstance whereby the client can no longer freely dispose of his assets, the user is free to terminate the agreement immediately and to pay any compensation or damages. In that case, the user’s claims against the client are immediately due and payable.
  9. If the client cancels a placed order in whole or in part, the goods ordered or prepared for this purpose, plus the possible delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged to the client in full.

Article 5       Force Majeure

  1. User is not obliged to fulfill any obligation towards the client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not at his expense under the law, a legal act or generally accepted views.
  2. Force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which the user cannot exert any influence, but as a result of which the user is unable to fulfill his obligations. Including strikes in the company of the user or of third parties. The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after the user should have fulfilled his obligation.
  3. The user can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without obligation to compensate damage to the other party.
  4. Insofar as, at the time of the occurrence of force majeure, the user has already partially fulfilled his obligations under the agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the user is entitled to invoice the already fulfilled or to be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 6         payment and collection costs

  1. Payment must be made within fourteen (14) days after the invoice date, in a manner to be indicated by the user in the currency in which the invoice was made, unless otherwise indicated in writing by the user. The user is entitled to invoice periodically.
  2. If the client is in default in the timely payment of an invoice, the client is in default by operation of law. The client then owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the client is in default until the moment of payment of the full amount due.
  3. The user has the right to have the payments made by the client first of all deducted from the costs, then deducted from the outstanding interest and finally deducted from the principal sum and the current interest.
  4. The user may, without being in default as a result, refuse an offer for payment if the client designates a different order for the attribution of the payment. The user may refuse full

repayment of the principal if the outstanding and current interest and collection costs are not

also paid.

Article 7        (intellectual) property rights

  1. Intellectual property rights to all software, equipment or other materials developed or made available, such as analyses, designs, documentation, reports, quotations, are vested exclusively in the user. The client only obtains the rights of Use and powers that are expressly granted to him/her in these terms and conditions or otherwise.
  2. Unless otherwise agreed, the assignment does not include conducting research into the existence of patent rights, trademark rights, drawing or Model rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
  3. The user cannot be held liable for the use, duplication or redistribution of material on which patent rights, trademark rights, drawing or Model rights, copyrights and portrait rights are based that the client has provided without notifying the user of the existence of the relevant right or rights.
  4. User retains all intellectual property rights with regard to the designs and works created by it within the meaning of the Copyright Act. This also includes explicit (internet)activities. Unless expressly agreed otherwise, the agreement does not include any transfer or obligation to transfer an intellectual property right of the user to the client.
  5. The user reserves the rights and powers that belong to him on the basis of the Copyright Act and other intellectual laws and regulations. The user has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the client is brought to the attention of third parties.
  6. All goods delivered by user within the framework of the agreement remain the property of user until the client has properly fulfilled all obligations under the agreement(s) concluded with user.

Article 8        warranties, investigations and complaints, limitation period

  1. The client is obliged to examine the delivered goods immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the client must examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the user in writing within seven (7) days after delivery. Any non-visible defects must be reported to the user in writing immediately, but in any case no later than fourteen (14) days after discovery thereof. The notification must contain as detailed a description of the defect as possible, so that the user is able to respond adequately. The client must give the user the opportunity to investigate a complaint.
  2. In the case of printed matter, more or less deliveries in relation to the agreed number are permitted if they do not exceed or fall below the following percentages: circulation up to 20,000 units: 10%, circulation of 20,000 and more: 5%. The more or less delivered quantity will be charged, respectively settled. However, with regard to more or less deliveries of packaging printing, labels and chain forms, a percentage of 10% is always permitted. The more or the less delivered quantity will be charged respectively settled.
  3. Deviations between, on the one hand, the work delivered and, on the other hand, the original design, drawing, copy or model, or the typesetting, printing or other test, cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation, if they are of little significance.
  4. If the client complains in time, this does not suspend his payment obligation. In that case, the client also remains obliged to purchase and pay for the other ordered goods.
  5. If it is established that an item is defective and has been complained about in a timely manner, then the user will replace the defective item within a reasonable period of time after written notification of the defect by the client, at the choice of the user, or provide for its repair or replacement compensation to the client.
  6. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, on the part of the user as a result, will be fully borne by the client.
  7. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against user and the third parties involved by user in the execution of an agreement is one (1) year.

Article G       typesetting, printing or other tests

  1. De the client is obliged to carefully examine the typesetting, printing or other tests received by him, whether or not at his request, from the supplier for errors and defects and to return them to the supplier promptly corrected or approved.

Article 10      domain names, rental and registration

  1. User takes care of the registration and registration for the use of the domain name.
  2. After payment by the client of the user’s invoices, the domain name will be put in the name of the client.
  3. After payment of the costs associated with the registration of the domain name, the rightful owner becomes.
  4. Domain names can optionally be linked to a server room, intended for the placement of a website, or representation of the client.
  5. The registration costs of the listed domain names have a registration period of twelve (12) months, unless the parties have agreed otherwise in writing. The aforementioned term or the otherwise agreed term in writing will be tacitly extended for the same period, if the subscriber has not given notice by registered letter Thirty (30) days before the expiration date.
  6. Server rooms have a rental period of at least twelve (12) months, unless expressly agreed otherwise by agreement.

Article 11      Web Hosting and access

  1. In the case of hosting an internet site or internet service for the client, the user can (temporarily) disable and/or restrict this website/internet service if: – The client does not fulfill a contractual obligation or acts in violation of these general terms and conditions. – The content or use violates (international) regulations / customs, infringes the rights of third parties, is offensive or discriminatory, or otherwise violates net etiquette.
  2. The user is not liable for the content, the security (for example in the event of a hack (attempt)), or the data processing of (personal)data under the personal data Registration Act or the personal data protection act (WBP), unless expressly agreed otherwise in writing.
  3. The client indemnifies the user against any claims from third parties related to the way in which the client uses the hosting services provided by the user.
  4. If, in the case of hosting, an internet site or internet service fails or is otherwise disturbed as a result of a significant temporary or sudden increase in data traffic, power failure, destruction, damage and any other cause beyond the user’s sphere of influence, as well as in the case of

(regular) maintenance, this does not constitute an attributable shortcoming in the performance of the user and therefore does not lead to liability for the damage that the client may thereby cause.

Article 12      development, delivery, installation and acceptance of software

  1. The parties will specify in writing which software will be developed and in what way this will be done. The user shall carry out the software development with care on the basis of the data provided by the client, for the accuracy, completeness and consistency for which the client is responsible.
  2. The user is entitled, but not obliged, to examine the correctness, completeness or consistency of the data or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the client has eliminated the imperfections in question.
  3. The user shall deliver and install the software to be developed to the client in accordance with the specifications laid down in writing, the latter only if an installation to be carried out by the user has been agreed in writing.
  4. If an acceptance test has been agreed in writing, the test period shall be fourteen (14) days after delivery or, if an installation to be carried out by the user has been agreed in writing, after completion of the installation.
  5. The software will be deemed accepted between the parties: – If an acceptance test has not been agreed between the parties: upon delivery or, if an installation to be carried out by the user has been agreed in writing: after completion of the installation, or – If an acceptance test has been agreed in writing between the parties: on the first day after the test period, or if the user receives a test report as referred to in paragraph 7 before the end of the test period: at the moment that the errors mentioned in that test report have been corrected, without prejudice to the presence of imperfections that do not prevent acceptance according to Paragraph 8. Notwithstanding the foregoing, if the client makes any use of the software for productive or operational purposes before the moment of acceptance, the software will already be considered fully accepted from the start of that use.
  6. If during the execution of the agreed acceptance test it turns out that the software contains errors that impede the progress of the acceptance test, the client will inform the user about this as soon as possible in detail, in writing, in which case the test period will be interrupted until the software has been adapted in such a way that this obstacle has been lifted.
  7. If during the execution of the agreed acceptance test it appears that the software contains errors other than those referred to in paragraph 6, the client will inform the user of this in writing in the form of a detailed test report in good time, no later than the last day of the test period. The user will make every effort to correct the reported errors within a reasonable period of time, whereby the user is entitled to make temporary solutions or program detours or problem- avoiding restrictions in the software.

Article 13      liability

  1. The user is not liable for damage, of whatever nature, caused by the fact that the user is based on incorrect and/or incomplete information provided by or on behalf of the client.
  2. User’s liability in any case is limited to a maximum of the invoice value of the order, at least to that part of the invoice value of the order to which the liability relates.
  3. The liability of the user is in any case always limited to the amount of the payment of his insurer where appropriate.
  4. The user is only liable for direct damage.
  5. Direct damage is understood exclusively to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, the possible reasonable costs incurred to ensure that the defective performance of the user corresponds to the agreement, insofar as these can be attributed to the user and reasonable costs incurred, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
  6. User is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
  7. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the user or his managerial subordinates.

Article 14      indemnification

  1. The client indemnifies the user against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than the user.
  2. If the user should be addressed by third parties, the client is obliged to assist the user both outside and in court and to do without delay all that may be expected of him in that case. If the client fails to take adequate measures, the user is entitled to do so himself without notice of default. All costs and damage incurred by the user and third parties as a result are entirely at the expense and risk of the client.

Article 15     applicable law and disputes

  1. Dutch law applies exclusively to all legal relationships to which the user is a party, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship has its domicile there. The applicability of the Vienna sales convention is excluded.
  2. The Leeuwarden District Court is exclusively competent to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.
  3. The parties will appeal to the court after they have made every effort to resolve a

dispute by mutual agreement.

Article 16     location and change of conditions

  1. These terms and conditions have been filed with the Chamber of Commerce in Leeuwarden under number 55696171
  2. The most recently filed version or the version as it applied at the time of the establishment of the legal relationship with the user always applies.
  3. The Dutch text of the general terms and conditions always determines the interpretation thereof.