General terms and conditions

1. "Client": any legal entity or natural person who has concluded or wishes to conclude an agreement with Roltex Studio, as well as its representative(s), authorised representative(s), assignee(s) and heirs.

2. "Contractor": Roltex Studio. Registered in the Chamber of Commerce under number 74492527.

1. All quotations are entirely without obligation, unless - and then only insofar as - Roltex Studio explicitly states otherwise in writing.
2. All quotations are valid for 30 days, unless otherwise indicated by Roltex Studio. Roltex Studio is only bound to the offer if the Client's acceptance thereof is confirmed in writing within 30 days. If acceptance occurs after 30 days, Roltex Studio is entitled to adjust the execution period or amounts. The prices in the stated offers (and quotations) are exclusive of VAT, unless otherwise indicated. The prices used will be revised periodically on the basis of wage and price developments.
3. In the absence of a written order confirmation, the work and services shall be as stated in the quotation.
4. All quotations for printing and other delivered materials are based on the format and print run as agreed upon order.
   In the absence of a written order confirmation, the layout and storage shall apply as stated in the quotation.
5. In the event of a composite offer (consisting of several items and/or services), Roltex Studio is under no obligation to deliver part of the total performance at an amount stated for this part in the offer or at a proportionate part of the price stated for the whole.
6. Offers or quotations do not automatically apply to future orders.
7. Roltex Studio will make every effort to carry out the assignment to the best of its ability and strive for a result that is usable for the Client.
8. The price quoted by Roltex Studio in the quotation for the work to be performed applies only to the performance in accordance with the specifications described. Deviations/adjustments on assignment may lead to price changes.
9. Roltex Studio is entitled to require payment security from the Client, such as a bank guarantee or by paying an advance.

1. Cancellation of the order must be made by the Client in writing.
2. If Roltex Studio has already incurred costs in connection with the assignment, these may be passed on in full to the Client.
3. In each case, the client must pay a percentage of the total offer, the amount of which will be determined according to the time of receipt of the written cancellation according to the schedule below with an absolute minimum of €1,000 per case:
   50% of the quotation amount if cancellation is made within 2 working days before the start of the assignment;
   40% of the tender amount if cancellation is made within 1 week before the start of the assignment;
   

   30% of the quotation amount if cancellation is made within 1 month before the commencement of the order; and
   10% of the tender amount in all other cases.

1. All (delivery) periods stated or agreed by Roltex Studio have been established to the best of its knowledge based on the information known to Roltex Studio when the agreement was entered into. Roltex Studio will make every effort to meet agreed (delivery) periods as much as possible. The mere fact that a stated or agreed (delivery) period has been exceeded will not cause Roltex Studio to be in default.
2. The customer cannot claim any damage caused by exceeding a stated or agreed (delivery) deadline.
3. Roltex Studio is not bound by any (delivery) periods, whether final or not, that can no longer be met due to circumstances beyond its control. Nor is Roltex Studio bound by any delivery period, final or otherwise, if the parties have agreed on a change in the content or scope of the agreement (additional work, change in specifications, etc.).
4. If any term threatens to be exceeded, Roltex Studio and the Client will consult with each other as soon as possible.
5. After delivery of the work or services, the Client shall examine whether Roltex Studio has properly performed the agreement and notify Roltex Studio in writing within eight days if it becomes apparent to the contrary. Roltex Studio shall thereafter be entitled to resume proper performance, unless a later delivery date is, within reason, impossible.
6. Roltex Studio's performance will be deemed sound if the Client has circulated, used or processed all or part of the delivered product, unless the Client has notified Roltex Studio in writing within 8 days that it does not consider the delivered product sound. The Client may then not use the delivered goods, unless expressly agreed otherwise.

1. Roltex Studio will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Roltex Studio will make every effort to perform the work and/or services properly.
2. Roltex Studio is entitled to have certain work performed by third parties.
3. The Client shall ensure that all data that Roltex Studio indicates are necessary, or that the Client should reasonably know are necessary for the execution of the agreement, are provided to Roltex Studio in good time. The Client warrants the accuracy and completeness of the data provided by it, Roltex Studio will not be liable for any damage, of whatever nature, if the Client provides incorrect and/or incomplete data. If the data required for the execution of the agreement have not been provided to Roltex Studio in time, Roltex Studio will be entitled to suspend the execution of the agreement and/or charge the Client for any additional costs arising from the delay in accordance with its usual rates.
4. If it has been agreed that the agreement will be executed in phases, Roltex Studio may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing and paid the corresponding invoices.
5. Roltex Studio shall be entitled to adjust the price of the services it provides in the event of any changes to the approved functional design, project proposal or quotation, including with regard to the set-up, functionality, completion, method, scope, analysis and/or reporting that take place in consultation with or at the request of the Client. Roltex Studio is not obliged to implement any changes, additions and/or corrections.
6. If work is performed by Roltex Studio or third parties engaged by Roltex Studio in the context of the assignment at the Client's location or a location designated by the Client, the Client will provide the facilities reasonably required by those employees free of charge.
7. The Client indemnifies Roltex Studio against any claims of third parties, who suffer damage in connection with the execution of the agreement and which can be attributed to the Client.

1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in consultation adapt the agreement accordingly.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time frame for completion of execution. Roltex Studio will inform the Client as soon as possible.
3. If the amendments or additions to the agreement have financial and/or qualitative consequences, Roltex Studio will be entitled to charge the costs thereof to the Client. Roltex Studio will inform the Client beforehand. If a fixed hourly rate has been agreed, Roltex Studio will indicate to what extent the amendment or addition to the agreement will result in an increase in the hourly rate.

1. Arrangements and agreements with employees of Roltex Studio do not bind Roltex Studio unless confirmed in writing by Roltex Studio.
2. Applying for permits and assessing whether the Client's instructions meet legal requirements is not part of Roltex Studio's duties.

1. The Client will always inform Roltex Studio immediately in writing of any changes to his or her address, e-mail address and bank or giro account number. This notification will include the effective date of the change, failing which the date of receipt of the notification by Roltex Studio will serve as the effective date.
2. The Client shall indemnify Roltex Studio against all legal claims relating to the data, information and the like stored by the Client.
3. In addition to the obligations under the law, any damage resulting from failure to act in accordance with the above shall be borne by the Principal.

1. The parties are obliged to keep confidential all confidential information, concepts, formats or ideas that they have obtained from each other or from other sources in the context of the agreement, regardless of whether it is of a written or oral nature and from whomever it originates. Information shall be considered confidential if this has been communicated by the other party or if it arises from the nature of the information. Concepts, formats and ideas shall be considered confidential at all times.
2. Roltex Studio reserves the right to use the Client's name as a reference and disclose it as such.
3. The (personal) data provided to Roltex Studio via the Client's website will be treated confidentially. The provided data will be recorded in a file. These data will not be made available to third parties.

For the duration of the agreement and subject to the provisions of the agreement, the client grants Roltex Studio the exclusive right to perform the assigned assignment.

1. Roltex Studio will not be liable in the event of force majeure. In these general terms and conditions, force majeure means, in addition to its definition in the law and case law, all foreseen or unforeseen external causes beyond Roltex Studio's control that prevent Roltex Studio from meeting its obligations. Force majeure includes in any case: strikes, fires, operational and technical failures at the office or at external parties engaged by Roltex Studio, lack of sufficient information or provision of incorrect information, or lack of sufficient cooperation by the Client.
2. In the event of force majeure, Roltex Studio will be entitled to regard the agreement (in full or in part) as dissolved or to cancel the order without being obliged to pay any compensation to the Client. In this case, Roltex Studio will be obliged to notify the Client immediately.
3. If Roltex Studio is able to partly fulfil its obligations when force majeure occurs, it will be entitled to invoice separately the part already performed or the part that can be performed and the Client will be obliged to pay this invoice.
4. Roltex Studio is not liable for any (consequential) damage resulting from force majeure.

1. Without prejudice to Roltex Studio's other rights, Roltex Studio is authorised to suspend or terminate the work without judicial intervention or notice of default if the Client:
   

   1. 1. applied for suspension of payments;

      2. declared bankrupt or filed for bankruptcy;
      3. involved in malpractices;
      4. performs activities that have a negative impact on Roltex Studio's organisation;
      5. has failed to fulfil an obligation, or it is foreseeable that it will fail to do so.
2. Roltex Studio will not be liable for any compensation or warranty in this respect.
3. All claims become immediately due and payable in full.
4. If one of the above cases occurs, the Client is no longer allowed to use the designs or products already provided.

1. Any delivery of products or services by Roltex Studio to the Client will be made subject to the retention of title by Roltex Studio until the Client has fulfilled all financial obligations to Roltex Studio for the assignment.
2. If an invoice is not paid on the due date and Roltex Studio has other orders from the relevant Client in progress, Roltex Studio is authorised to discontinue or cancel these orders. The Client cannot claim any compensation or warranty. Completed phases (design/concept) will be invoiced to the Client as partial projects.
3. Payment of invoices must be made within 14 days of the invoice date, unless Roltex Studio explicitly states a different payment term on the invoices. If payment has not been made on the due date, Roltex Studio will be entitled to claim 15% interest per year on the outstanding principal amount immediately without further notice of default.
4. If, after a reminder, the amount is not immediately transferred to Roltex Studio by the Client, Roltex Studio will immediately engage a collection intermediary.

5. All costs incurred by Roltex Studio to enforce its rights (collection, judicial and extrajudicial costs, including its seizure costs and bankruptcy petitions) will be borne by the Client who causes these costs by the fact of late payment. Extrajudicial costs will start as soon as Roltex Studio enlists the services of third parties to collect the claim(s) or enforce the rights as stated in these general terms and conditions. These extrajudicial costs are fixed at 15% of the principal sum plus interest, with a minimum of €400 per claim.

1. The copyrights and other intellectual property rights to all, relating to the services provided by Roltex Studio and to all goods developed and/or made available by Roltex Studio pursuant to the agreement, are vested in Roltex Studio,
2. All documents provided by Roltex Studio, such as (digital) reports, concepts, monitors, checklists, advice, formats, designs, sketches, software, applications, introduction pages, etc. are exclusively intended for use by the Client. The Client is not permitted to publish and/or reproduce information obtained from Roltex Studio in any form whatsoever, including selling, processing, making available, distributing and integrating it in networks, whether or not after processing, unless such publication and/or reproduction is permitted in writing by Roltex Studio and/or such publication and/or reproduction is permitted by the nature or purpose of the agreement with Roltex Studio.
3. All documents delivered by Roltex Studio to fulfil the assignment, such as documents, reports and optimised pages, shall remain the property of Roltex Studio. Upon expiry or termination of the contract, Roltex Studio may request the Client to remove documents, reports, optimised pages delivered and advice from its website or return them to it.
4. Roltex Studio reserves the right to use the knowledge gathered for the execution of the work for other purposes, insofar as no confidential information of the Client is disclosed to third parties.
5. The Client indemnifies Roltex Studio against all third-party claims regarding intellectual property rights and/or copyrights relating to the publication and/or reproduction of texts, images or other data provided to Roltex Studio by or on behalf of the Client. The parties will agree that digital images of third-party networks do not belong to the Client, subject to proof to the contrary provided by the Client.
6. Roltex Studio is permitted to take technical measures to protect the products or software or with a view to agreed restrictions in the duration of the right to use the products or software. The Client is not allowed to remove or circumvent such technical measures. If security measures result in the Client being unable to make a back-up copy of products or software, Roltex Studio will provide the Client with a back-up copy upon request.

1. If the Client has specific browsers, browser versions, other software and/or equipment in mind on which the product must work properly, the Client must make these specific details known to Roltex Studio in writing prior to issuing the order. These specific wishes of the Client will be reflected in Roltex Studio's quotation and/or order confirmation.
2. Roltex Studio does not warrant that the application will work properly in conjunction with all types or new versions of web and internet browsers and any other software. Nor does Roltex Studio warrant that the application will work properly in connection with all types of future technologies, including, but not limited to, future equipment, devices, (mobile) browsers and/or operating systems.
3. Roltex Studio does not guarantee that the application will operate without interruption, errors or other defects or that all errors and other defects will always be corrected. The Client accepts that errors and defects in an application may result from the conduct of one or more third parties.
4. Roltex Studio shall make every effort to remedy, to the best of its ability, any errors attributable to it in the reproduction of the content of the application or defects in the technical operation of the application within a reasonable period of time if these have been reported to Roltex Studio in writing, described in detail, within a period of three months after delivery or, if an acceptance test has been agreed between the parties, within one month after acceptance. The repair will be carried out free of charge, unless the application has been developed on the instructions of the Client other than for a fixed price, in which case Roltex Studio will charge the costs of repair according to its usual rates.
5. Roltex Studio can charge the costs of repair according to its usual rates in the event of user errors or injudicious use by the Client or other causes not attributable to Roltex Studio, or if the errors or defects could have been detected during the performance of the agreed acceptance test. The repair obligation will lapse if the Client makes changes to the application or has such changes made without Roltex Studio's written consent, which consent will not be withheld on unreasonable grounds.
6. Errors or defects will be repaired at a location to be determined by Roltex Studio. Roltex Studio is entitled at all times to introduce temporary solutions, programme detours or problem-avoiding restrictions in the application.
7. Roltex Studio will never be obliged to restore mutilated or lost data.
8. A claim under the guarantee is excluded if the faults or defects reported after the expiry of the guarantee period referred to in paragraph 4 of this article, unless the parties have concluded a separate maintenance agreement which includes such an obligation to repair.

1. Except in the event of intent or gross negligence on the part of Roltex Studio, Roltex Studio is not liable for any damage suffered by the Client or any third party as a result of shortcomings on the part of Roltex Studio or its subordinates or any third parties it engages, explicitly not including intent or gross negligence on the part of third parties it engages.
2. Roltex Studio will never be liable for any damage suffered by the Client as a result of
   1. errors in advice, materials and/or computerised files provided by the Client;
   2. non-availability and/or late availability on the part of the Client of the data to be provided by it and its reports, content sources, photos or (deep) links at the time of (live date) launch;
   3. photos, texts, images or other data provided by or on behalf of the Client or unlawful use thereof by the Client;
   4. errors in the design or developed products, if the Client has given his approval on the trial version, or has been given the opportunity to carry out an inspection, and has indicated that he does not require such an inspection;
   5. for the content of advertisements or publications of other Principals or third parties in the same or different edition, section and/or elsewhere in the electronic service, which may detract from the purpose of his or her publication as intended by the Principals;
   6. due to failures in the electronic services of Roltex Studio and of third parties, such as providers, network operators or other telecommunications networks and a failure to perform by Roltex Studio's suppliers;
   7. breach by the Client of its obligations, warranties or representations set out in the agreement or these general terms and conditions.
   8. Damage to hardware and software caused by the impact of software aimed at causing damage such as computer viruses.
3. Roltex Studio shall not be liable for any damages of any kind, including but not limited to loss of revenue, loss of data, breach of data protection or any other direct or indirect damages arising from the Client's use of Roltex Studio's services, whether online or offline.
4. If the Client provides information carriers, electronic files or software, etc. to Roltex Studio, the latter shall guarantee that the information carriers, electronic files or software are free of viruses and defects. Any direct or indirect damage and the costs incurred as a result of non-compliance with these provisions shall be fully borne by the Client and shall be immediately due and payable.
5. Roltex Studio reserves the right to expect its Client to have digitally stored information stored on a duplicate properly and shortly prior to the agreed work. In all other cases, Roltex Studio cannot be held liable for the loss of digitally stored information in any way.
6. If - with due observance of the previous paragraphs - Roltex Studio is liable for any damage suffered by the Client, such liability will in all cases be limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates. Liability for any form of consequential damage, including loss of profits or trading loss, is explicitly excluded.
7. Any complaint relating to the performance or failure to perform any assignment must have been clearly specified and submitted to Roltex Studio in writing by the Client within 8 days of its arising or becoming known. Claims or damage not reported within this period will no longer be eligible for processing or compensation. In any event, all legal claims of the Client against Roltex Studio shall lapse after one year, calculated from the date on which the relevant obligation under the agreement becomes due and payable or the loss-causing event occurred.
8. The Client indemnifies Roltex Studio against any liability vis-à-vis third parties in respect of damage of any nature whatsoever arising from any breach by the Client of the Client's obligations referred to in the agreement and in these general terms and conditions, or any guarantees or representations made by the Client, and it shall indemnify Roltex Studio in full, including reimbursement of any full costs of legal assistance to be incurred by Roltex Studio.

1. During the term of the agreement and for one year after its termination, the Client shall not in any way, except with the written consent of Roltex Studio, employ or otherwise, directly or indirectly, allow employees of Roltex or of companies engaged by Roltex Studio for the performance of this agreement who are or have been involved in the performance of the agreement to work for him.
2. The Client is aware that, without Roltex Studio's prior written consent, Roltex's employees are contractually prohibited from having work performed in the Netherlands in any form, either directly or indirectly, as well as financially in any form whatsoever at the Client's premises, either for compensation or free of charge, within a period of one year after termination of the employment.

1. Neither party is entitled to transfer the rights and obligations under the agreement without the written consent of the other party. Amendments and additions to this agreement shall only be valid if agreed in writing between the parties.
2. Roltex Studio is entitled to amend these general terms and conditions. An amendment will not take effect earlier than fourteen days after notification to the Client. The Client may terminate the agreement by the date the amendment becomes effective. Contracts entered into with the Client will be settled pro rata.
3. Change in management or legal form do not affect the agreement.
4. If an article of these general terms and conditions is declared inapplicable, the other articles shall remain in force. The rights and obligations arising from the part of the general terms and conditions declared inapplicable shall be determined as far as possible in the same way as they were intended in the article declared inapplicable.
5. These general terms and conditions are governed by Dutch law.
6. To the extent not otherwise prescribed by the rules of mandatory law, all disputes that may arise as a result of these general terms and conditions will be submitted to the competent Dutch court.