General terms and conditions

Binary Scapes VOF

These general terms and conditions apply to all offers and agreements arising therefrom between Binary Scapes VOF, Chamber of Commerce 6515739 and its counterparties (“Client”).

Provisions or conditions set by the Client that deviate from or do not appear in these general terms and conditions are only binding for Binary Scapes if and insofar as they have been explicitly accepted in writing.

Article 1 Quotation and acceptance

1. Binary Scapes draws up a quotation in which Binary Scapes indicates which activities (“the Services”) offers to perform, what is included in the Services and what amount will be owed for this. Only the description of the Services stated in the quotation is binding.
2. In general, the Services comprise the making of custom software at the request of the Client, and everything related thereto. Other activities are only performed if this is stated in the quotation.
3. A quotation is without obligation and valid for 14 days after sending, unless stated otherwise in the quotation. After this period, Binary Scapes is not obliged but may still accept the assignment approval.
4. The agreement is concluded at the moment when the notification of acceptance of the quotation by the Client is received by Binary Scapes. The quotation must be accepted in writing by the Client.
5. Changing the Services agreed upon is only possible with the consent of both parties, unless otherwise provided in these terms and conditions.
6. Binary Scapes will issue a suitable quotation for requests for additional work.

Article 2 Delivery of the Services

1. After the agreement has been concluded, the Services will be performed by Binary Scapes as soon as possible in accordance with the quotation, taking into account the reasonable wishes of the Client.
2. The Client is obliged to do everything that is reasonably desirable and necessary to enable a correct and timely performance of the Services. In particular, the Client will ensure that all data, of which Binary Scapes indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the performance of the Services, are provided to Binary Scapes in a timely manner.
3. Client will give Binary Scapes access to all places, services and accounts under its control (such as web hosting accounts) that Binary Scapes reasonably needs to provide the Services.
4. Binary Scapes guarantees that the Services are performed carefully and as well as possible. If required for the proper execution of the Services, Binary Scapes has the right to have certain activities performed by third parties. Binary Scapes is and remains the responsible party towards the Client.
5. Binary Scapes is entitled, but is never obliged, to investigate the correctness, completeness or coherence of source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the moment that the Client has the relevant imperfections. taken away.
6. Unless otherwise agreed, Binary Scapes is not a party to the provision of services from third parties, such as software licenses or hosting that are required for Services, not even if Binary Scapes purchases these services for the benefit of the Client.
7. Binary Scapes has the right to (temporarily) not provide the Services or to provide them to a limited extent if the Client does not fulfill an obligation towards Binary Scapes in respect of the agreement or if it acts in violation of these general terms and conditions.
8. Binary Scapes will make every effort to respond to a request from the Client within 48 hours during office hours, unless otherwise agreed in the quotation.

Article 3 Development of works

1. If a Service extends to the development, configuration and/or adaptation of Works such as websites, data files, software, documentation, advice, reports, analyzes, designs, texts, photos, films, sound recordings, images, audiovisual material, logos or house styles (hereinafter : “Works”), Binary Scapes has the right, unless otherwise agreed, to use images, software and components of third parties in the development, configuration or modification of Works.
2. Binary Scapes is allowed to use open source software whose rights lie with third parties. This means, among other things, that Binary Scapes may supply open source software to the Client and may process open source software in Works that Binary Scapes makes or modifies in the context of a Service. If the license of certain open source software means that the Client can only distribute (parts of) the software as open source, Binary Scapes will provide the Client with adequate information about all applicable license conditions.
3. After delivery, the responsibility for correct compliance with the relevant third-party licenses, when using the developed Works, lies at the Client.

Article 4 Delivery and acceptance

1. Binary Scapes will deliver the result after the performance of Work or parts thereof if, in its professional opinion, this meets the specifications or is suitable for use.
2. The client must then evaluate and approve or reject the work delivered within 14 days after delivery. If the Client does not reject the delivery within this period, the delivery will be deemed to have been accepted.
3. If Work is completed in phases, the Client must approve or reject the part of the work of that phase after completion of each phase, in the manner stipulated in the previous paragraph. The Client may not base an approval or rejection at a later stage on aspects that were approved in an earlier stage.
4. If the Client rejects the delivered goods in whole or in part, Binary Scapes will make every effort to remove the reason for rejection as soon as possible. Binary Scapes can do this by revising the result or by stating reasons why the reason does not apply. The client then has another 30 days to approve or reject the revision or motivation.
5. If, after the first revision or motivation, the Client has completely or partially rejected the delivered items, a reasonable number of revision rounds will follow. If a party indicates that it does not consider further revisions to be useful (any longer), both parties will be entitled to cancel the agreement for the relevant Service. In that case, the Client will reimburse Binary Scapes for their workhours, with a maximum of the amount originally quoted. However, this does not entitle the Client to use the rejected item in any way whatsoever.
6. After acceptance of the delivered, any liability for defects in the delivered expires, unless Binary Scapes knew or should have known about the defect at the time of acceptance. In any case, any liability for defects lapses after 1 year after termination of the Agreement for whatever reason.

Article 5 Intellectual property rights

1. All intellectual property rights to all Services or Works developed or delivered under the agreement rest exclusively with BinaryScapes or its licensors. Rights can only be transferred to the Client if explicitly stated in the quotation or explicitly agreed separately.
2. The Client only obtains the rights of use and powers that arise from the scope of the agreement or that are granted in writing and for the rest, the Client will not reproduce or publish the Works or other results of Services materials. Any use, reproduction or disclosure of the materials that falls outside the scope of the agreement or granted rights of use is considered a violation of copyright. The Client will pay an immediately payable and not subject to judicial moderation of Pay €50,000 per infringing act to BinaryScapes. This does not affect the right of BinaryScapes to receive compensation for damage caused by the infringement or to take other legal measures in order to have the infringement terminated.
3. The Client is entitled to make changes to Works that it receives in the right of use.
4. BinaryScapes will make the source files (such as, but not limited to, PSD, HTML / CSS or PHP code) of the delivered Works available to the Client after payment of the relevant invoice or invoices.
5. The Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.

Article 6 Prices and payment

1. The Client owes the fixed amount(s) stated in the quotation for the Services. The client owes 30% at the start of the work and the remaining amount when the work is performed. Down payments are due as soon as Binary Scapes reports that the work will start. Other amounts will only be charged if stated elsewhere in these general terms and conditions.
2. Client agrees to electronic invoicing. Invoices will be sent per digital PDF file. Amounts due must be paid by Client to Binary Scapes within the time specified in the invoice.
3. The payment term for invoices is 30 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, it will be in default by operation of law after the expiry of this period without notice of default being required. If an amount due is not paid within the payment term, statutory interest is due on the outstanding invoice amount.
4. If the Client is of the opinion that (part of) an invoice is incorrect, it must report this to Binary Scapes within the payment term. The payment obligation of the disputed (but not the rest) will be suspended until Binary Scapes has investigated the report. If after investigation by Binary Scapes it appears that the dispute was unjustified, the Client must still pay the disputed amount within seven days.
5. In the event of late payment, the Client is obliged, in addition to the amount due and the interest accrued on it, to a full compensation of both extra judicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. In particular, Binary Scapes is in this case entitled to charge administration costs of € 50.
6. The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a moratorium on payments or if the Client's assets are seized in full, the Client dies, goes into liquidation or is dissolved.

Article 7 Confidentiality

1. The parties will treat information that they provide to each other before, during or after the performance of the agreement confidentially when this information is marked as confidential or when the receiving party knows or should know that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the agreement.
2. Binary Scapes will make every effort to prevent itself of gaining any knowledge of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless it is necessary for the proper performance of the agreement or the Service Provider is obliged to do so under a legal provision or court order. In that case, the Service Provider will make every effort to limit the knowledge of the data as much as possible, insofar as this is within its power.
3. Binary Scapes may use the knowledge we have gained in the performance of the agreement for other assignments, insofar as no information from the Client becomes available to third parties in violation of confidentiality obligations.
4. The obligations under this article continue to exist even after termination of the agreement for whatever reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

Article 8 Liability

1. Binary Scapes is only liable towards the Client in the event of an attributable shortcoming in the fulfillment of the agreement and only for alternative compensation, i.e. compensation of the value of the non-performance.
2. Any liability of Binary Scapes for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage due to exceeding of installments as a result of changed circumstances
3. In the event of liability under the first paragraph, the maximum amount that Binary Scapes is obliged to reimburse will be equal to the amount owed for the relevant Service. This maximum amount will lapse if and insofar as the damage is the result of intent or gross negligence by Binary Scapes.
4. The liability of Binary Scapes due to an attributable shortcoming in the fulfillment of the agreement only arises if the Client immediately and properly declares Binary Scapes' fault in writing, whereby a reasonable term is set to remedy the shortcoming, and Binary Scapes is also attributable to it after that term or continues to fail to fulfill its obligations. The notice of faultiness must contain a description of the shortcoming that is as detailed as possible, so that Binary Scapes is able to respond adequately.
5. In the event of force majeure, which in any case includes malfunctions or failures of the Internet, the telecommunications infrastructure, power failures, civil commotion, mobilization, war, transport disruptions, strike, lockout, business interruptions, stagnation in supply, fire, flooding , import and export restrictions and in the event that Binary Scapes is not able to deliver by its own suppliers, regardless of the reason, so that fulfillment of the agreement cannot reasonably be required of Binary Scapes, the performance of the agreement will be suspended, or the agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

Article 9 Duration and cancellation

1. The agreement is valid for as long as necessary for the provision of the Services.
2. The agreement can only be terminated prematurely as stipulated in these general terms and conditions, or with the consent of both parties.
3. After cancellation, termination or dissolution for whatever reason, Binary Scapes may delete all data stored by itself for the benefit of the Client from the moment on which the agreement expires. Binary Scapes is not obliged in that case to provide the Client with a copy of this information.
4. The agreement ends automatically if a party is declared bankrupt, applies for a moratorium on payments or if assets are seized in full, dies, goes into liquidation or is dissolved.

Article 10 Changes in agreement

1. After acceptance, the agreement may only be changed with mutual consent.
2. However, if the agreement is a continuing performance agreement, Binary Scapes may amend or expand these general terms and conditions once per calendar year. It must notify the Client of this at least 1 month before the modifications or extensions take effect. However, changes in the general terms and conditions can never set aside a specific agreement.
3. If the Client objects within this period, Binary Scapes will consider whether or not it wishes to withdraw the objectionable adjustments or extensions. Binary Scapes will notify the Client of this decision. If Binary Scapes does not wish to withdraw objectionable modifications or extensions, the Client has the right to cancel the agreement on the date that these will take effect.
4. Binary Scapes may make changes to these general terms and conditions at any time if these are necessary due to changed legal regulations. The Client cannot object to such changes.
5. The above adjustments also apply to prices.

Article 11 Final provisions

1. Dutch law applies to this agreement. Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of this agreement will be submitted to the competent Dutch court for the district in which Binary Scapes is established.
2. If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. In that case, the parties will determine (a) new provision(s) as a replacement, by which the intention of the original agreement and these general terms and conditions is given shape as much as legally possible.
3. In these terms and conditions, “in writing” also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties will endeavor to confirm the receipt and content of communication by e-mail.
4. The version of any communication received or stored by Binary Scapes is considered authentic, subject to proof to the contrary to be provided by the Client.
5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Contrary to this, Binary Scapes is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.