Terms and conditions
Definitions
Client: The party who commissions Artemis to perform certain work.
Artemis: The company as registered with the Chamber of Commerce Noordwest Holland under number 37105189.
General Provisions
3) The following terms and conditions apply to all offers made by Artemis. They apply to all agreements concluded by Artemis, all services and/or actions performed by Artemis, and all products supplied by Artemis. These terms and conditions are expected to be known to the client and agreed upon between Artemis and the client.
4) Agreements and provisions that deviate from these general terms and conditions are only binding if they have been confirmed in writing by Artemis to the client. Any agreed provisions deviating from these terms and conditions do not entitle the client to apply those provisions to future assignments.
5) The applicability of any purchase or other general terms and conditions of the client is expressly rejected.
6) If one or more provisions in these terms and conditions prove to be null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Artemis and the client shall then consult to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the (annulled) provision shall be scrupulously observed.
Offers and Rates
7) Offers are without obligation unless expressly agreed otherwise in writing.
8) All offers submitted by Artemis are based on the wages and rates applicable on the day of the respective offer. Price increases due to changed taxes, social charges, or legal measures, arising after the time of the offer but before the time of delivery or service provision, will be charged by Artemis to the client.
9) If the acceptance deviates (on minor points) from the offer included in the quotation, Artemis is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Artemis indicates otherwise.
10) A composite quotation does not oblige Artemis to perform a part of the assignment against a corresponding part of the stated price. Every offer from Artemis forms an indivisible whole and can only be accepted in its entirety - and not partially.
11) Offers or quotations do not automatically apply to future assignments.
12) All quoted prices are exclusive of VAT, unless stated otherwise.
13) If an offer or quotation made by Artemis is not accepted by the client within 8 days after it has been sent by Artemis, the offer from Artemis shall lapse.
Execution of the Agreement
14) If and insofar as a proper execution of the agreement requires it, Artemis has the right to have certain work performed by third parties.
15) The client shall ensure that all data, which Artemis indicates are necessary or which the client can reasonably understand to be necessary for the execution of the agreement, are provided to Artemis in a timely manner. If the data required for the execution of the agreement are not provided to Artemis in a timely manner, Artemis has the right to suspend the execution of the agreement and/or to charge the client for the extra costs resulting from the delay according to the usual rates.
16) Artemis is not liable for damage of any kind caused by Artemis relying on incorrect and/or incomplete data provided by the client, unless this inaccuracy or incompleteness should have been apparent to Artemis.
17) If it has been agreed that the agreement will be executed in phases, Artemis 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.
18) If Artemis or third parties engaged by Artemis perform work at the client's location or a location designated by the client in the context of the assignment, the client shall provide the facilities reasonably desired by those employees free of charge.
19) The client indemnifies Artemis against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the client.
Liability
20) Artemis is only liable for damage that is a direct result of a shortcoming attributable to Artemis in the performance of the agreement, if and insofar as the damage would have been avoided with the application of normal professional knowledge and experience, and furthermore if the damage would have been avoided with due observance of normal attentiveness and method of professional practice.
21) If the client has had a website, extranet, intranet, or other web application produced by Artemis in accordance with the instructions provided by the client or using the materials provided by the client, the client indemnifies Artemis against all claims from third parties due to infringements of their patent or copyright, unlawful act, or breach of contract, arising from the method of execution instructed by the client. The client indemnifies Artemis against all claims for compensation that third parties may assert due to damage caused by unlawful, or at least careless, use of the products and/or services delivered by Artemis to the client.
22) The client must immediately notify Artemis and inform them extensively about any event or situation related to an agreement entered into between Artemis and the client that may give rise to a claim or request against Artemis by a third party.
23) Artemis is not liable for damage to third parties caused by actions and/or conduct of the client in violation of these general terms and conditions, except in cases where damage was also caused by gross negligence or intent on the part of Artemis.
24) Artemis cannot be held liable for damage suffered by the client as a result of a modification to the delivered product by the client themselves, an Internet user, or someone who was not employed by Artemis at the time of the modification. To prevent such damage, the client is expressly prohibited from making or having modifications made to the product without the express written consent of Artemis. This means, among other things, but not exclusively, that the client has no write rights via FTP or HTTP to the available disk space belonging to the purchased hosting package, unless otherwise agreed in writing.
25) If Artemis should be liable, this liability is limited to what is regulated in these terms and conditions. If Artemis is liable for direct damage, this liability is limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates. Liability is at all times limited to a maximum of the amount of the payment to be provided by Artemis's insurer in the relevant case. Notwithstanding the provisions above, for an assignment with a duration longer than six months, liability is further limited to the fee portion due over the last six months.
26) Direct damage exclusively means: the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to make Artemis's defective performance conform to the agreement, unless these cannot be attributed to Artemis; reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
27) Artemis is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption.
28) Artemis is not responsible or liable for the content of promotional material provided by the client.
29) Given the large number of nodes with human intervention on the Internet, the use of local networks and wireless communication, the client must take into account that information obtained or sent via the Internet is freely accessible. Artemis accepts no liability for damage in any form whatsoever caused by the transmission of confidential or secret information. Artemis is not liable for the security or misuse by third parties of the stored data.
30) The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Artemis or its subordinates.
Amendments
31) If a client wishes to make changes to the execution of a given assignment, Artemis is only obliged to implement these if and insofar as this is reasonably possible in connection with the state of the work, agreements concluded with third parties, and the agreed delivery time. In that case, the client is obliged to reimburse Artemis for costs already incurred by it, even if these were unnecessarily incurred for the execution of the client's assignment in its definitive form. In no case shall the client, who has changed an assignment while Artemis had already started its execution, be entitled to claim any price reduction or compensation on the grounds that the change was not fully or timely realized.
32) If a client wishes to change the assignment such that the costs thereof are reduced, the amount of that reduction must be agreed upon between the parties simultaneously with the change. Failing this, Artemis is only obliged to a price reduction equal to the costs less paid by Artemis to third parties.
33) If a client wishes to shorten the delivery time of an assignment, Artemis is entitled to charge any higher costs associated therewith above the agreed price.
Contract Duration; Execution Period
34) The agreement commences on the date of conclusion of the agreement and has a duration of 1 year, unless otherwise agreed in writing. The fixed-term agreement is tacitly renewed for a period of 12 months, unless one of the parties has terminated it at least 2 months before the end of the agreed fixed term. This termination only has legal effect if terminated in a timely manner by registered letter or fax, against the correct day.
35) Artemis has the right to terminate the agreement with immediate effect without notice of default or judicial intervention if the client has been declared bankrupt, has applied for a moratorium, the Natural Persons Debt Rescheduling Scheme has been declared or obtained over the client, or has otherwise lost the free management or its assets. The latter party then has no right to any compensation.
36) If a term has been agreed upon within the term of the agreement for the completion of certain work, this is never a strict deadline. If the execution period is exceeded, the client must therefore give Artemis written notice of default.
37) The agreement can be terminated by parties if the agreement has been entered into for an indefinite period. The notice period is 3 months. If the agreement has been entered into for a fixed period, interim termination is not possible.
Payment
38) If an assignment is executed in parts, Artemis has the right to invoice for each partial delivery. Unless otherwise agreed in writing, invoices from Artemis must be paid within 14 (fourteen) calendar days after the invoice date. If an invoice is not paid on time by the due date, the client owes Artemis interest of 2 percent per month on the gross invoice amount, whereby parts of a month are counted as a full month.
39) In the event of liquidation, bankruptcy, attachment, or moratorium of the client, Artemis's claims against the client are immediately due and payable.
40) If an invoice is not paid after a reminder and notice of default, and Artemis has other assignments from the same client in progress, Artemis is entitled to cancel those assignments or cease its work, without the client concerned being able to claim compensation.
41) Artemis has the right to have payments made by the client serve primarily to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest. Artemis may, without thereby being in default, refuse an offer of payment if the client designates a different order for allocation. Artemis may refuse full repayment of the principal sum if the accrued and current interest as well as the costs are not also paid.
42) If the client is in default or in breach of one or more of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the client. If the client fails to pay a sum of money on time, he forfeits an immediately due and payable penalty of 15% of the amount still due. This with a minimum of € 150.00. Any reasonable legal and execution costs incurred shall also be borne by the client. The client owes interest on the collection costs incurred. The collection and/or information costs incurred by Artemis can always be claimed in addition to the aforementioned penalty. Collection costs will then be calculated in accordance with the collection rate of the Dutch Bar Association.
Investigation, Complaints
43) Complaints about the work performed and/or execution of the agreement must be reported by the client to Artemis in writing within 8 days after discovery, but no later than 14 days after completion of the relevant work. The notice of default must contain as detailed a description of the shortcoming as possible, so that Artemis is able to respond adequately.
44) If a complaint is well-founded, Artemis will still perform the work as agreed, unless this has demonstrably become meaningless for the client. The latter must be made known by the client in writing.
45) If performing the agreed work is no longer possible or useful, Artemis will only be liable within the limits set in these general terms and conditions.
Suspension and Dissolution
46) Artemis is authorized in the following cases to suspend the fulfillment of obligations or to dissolve the agreement, without the client acquiring any right to compensation:
the client fails to fulfill its obligations under the agreement, or fails to fulfill them completely.
after the conclusion of the agreement, circumstances have come to Artemis's knowledge that give good reason to fear that the client will not fulfill its obligations. In the event that there is good reason to fear that the client will only partially or improperly fulfill its obligations, the suspension is only permitted insofar as the shortcoming justifies it.
the client was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient.
the client makes improper use of the Internet;
Furthermore, Artemis is authorized to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be reasonably and fairly demanded, or if other circumstances arise that are of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
If the agreement is dissolved, Artemis's claims against the client are immediately due and payable. If Artemis suspends the fulfillment of obligations, it retains its claims under the law and the agreement.
Artemis always retains the right to claim damages.
Force Majeure
50) Parties are not obliged to fulfill any obligation if they are hindered from doing so as a result of a circumstance that is not due to fault, and which is not for their account by virtue of law, a legal act, or generally accepted views.
51) In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Artemis has no influence, but which prevent Artemis from fulfilling its obligations. Strikes in Artemis's company are included therein.
52) Artemis also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Artemis should have fulfilled its obligations.
53) Parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without obligation to compensate the other party for damages.
54) Insofar as Artemis has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure, or will be able to fulfill them, and independent value accrues to the fulfilled or to be fulfilled part, Artemis 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.
Intellectual Property and Right of Use
55) Artemis has and retains all intellectual property rights that rest on or can be established on the delivered software.
56) When Artemis grants the client the right to use one of its products, this is only granted for those domain names, locations, products, and/or servers as indicated on the quotation.
57) Without prejudice to the other provisions in these general terms and conditions, Artemis reserves the rights and powers that accrue to Artemis on the basis of the Copyright Act.
58) All documents provided by Artemis, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced, made public, or disclosed to third parties by him without the prior consent of Artemis, unless the nature of the provided documents dictates otherwise.
59) Artemis reserves the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.
Disputes, Applicable Law
60) The court in Artemis's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, Artemis has the right to submit the dispute to the court competent according to the law.
61) Dutch law applies to every agreement between Artemis and the client.
Amendment, Interpretation, and Place of Filing of the Terms and Conditions
62) These terms and conditions have been filed with the Chamber of Commerce Noordwest-Holland.
63) In the event of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always be decisive.
64) The most recently filed version or the version that applied at the time the agreement was concluded shall always apply.
Confidentiality/Non-Compete Clause
65) Artemis and Client mutually commit to confidentiality of all data and information about each other's organization, clients, and files, of which parties become aware during work for each other or for clients of the Client. Data and information may only be used for the execution of the agreement concluded between the parties.
66) Artemis is entitled to place the name and logo of the Client or its clients, to whom rights to the Products have been granted, on the Artemis website and/or a reference list and to make these available to third parties for information.
