General terms and conditions

Article 1. Definition
Article 2. Our data
Article 3. General terms and conditions
Article 4. The offer
Article 5. The Agreement
Article 6. Termination and notice periods
Article 7. Liability
Article 8. Force majeure
Article 9. Consequences of delivery
Article 10. Warranty
Article 11. Prices
Article 12. Payment & invoicing
Article 13. Complaints
Article 14. Transfer
Article 15. Additional work
Article 16. Intellectual property
Article 17. Management
Article 18. Confidentiality
Article 19. Employee clause
Article 20. Applicable law
Article 21. Survival
Article 22. Changes or additions

Article 1. Definitions

For the purposes of these general terms and conditions, the following definitions apply:

1. Monkey Vision (we-form): the company defined in article 2 of these general terms and conditions;
2. Client (you-form): the party with whom Monkey Vision has entered into an Agreement or the party negotiating one with Monkey Vision;
3. Agreement: any agreement between Monkey Vision and you;
4. Written(e): notification by e-mail, by message via electronic device or by post;
5. Third party/parties: persons who are not parties to the Agreement;
6. Service: the services offered by Monkey Vision which could include, for example, developing a brand identity, website, online shop and/or web application and then hosting and maintaining it and performing marketing activities;
7. Product: the website, online shop, web application, brand identities and graphic designs we develop for you.

Article 2. Our data

Name: Monkey Vision B.V.

Address: Kerkenbos 1226 B

Postcode and place of business: 6546 BE London

Companies House number: 71714960

Article 3. General terms and conditions

1. These general terms and conditions apply to all (legal) actions taken as a result of the Agreement entered into between you and Monkey Vision .
2. Unless we have jointly agreed otherwise in writing, the applicability of your or other (general) terms and conditions is excluded.
3. All deviations and additions made to these terms and conditions are only valid if we have agreed this together In Writing.
4. If together we sometimes deviate from these terms and conditions, that does not mean you can expect a deviation from us by default. We always have the right to 'just' hold you to the accepted terms and conditions.
5. We will always do our utmost and endeavour to fulfil the Agreement fully and correctly. Unfortunately, it may happen that the desired result is not achieved. We therefore conclude an Agreement that leads to an obligation of effort and not to an obligation of result.
6. We have the right to engage Third Parties to execute the Agreement. We do this to execute the Agreement as well and as quickly as possible.
7. The effect of article 7:407 paragraph 2 of the Civil Code is excluded. This means that if you give a project partly to us and at the same time partly to another contractor, and we have to work together, we are not and cannot be held liable for the shortcomings of the other contractor. For the parts of the Agreement performed by him, you must be with that contractor himself.

Article 4. The offer

1. Sometimes our offers are only valid for a certain period of time. When this is the case, it will be mentioned in the offer.
2. The offer contains a sufficiently accurate description of the offered services and digital content. With this description you can make a good assessment of the offer. Any errors or mistakes in the offer do not bind us.

Article 5. The Agreement

1. Our Agreement is established the moment the offer and its terms and conditions are accepted.
2. When one of the provisions of these general terms and conditions cannot be invoked, we will consult together to come to a valid provision that is closest to the invalid provision. The invalidity or nullification of a provision therefore does not affect the validity of the entire general terms and conditions.
3. When we have doubts about your ability to fulfil your side of the Agreement, for example payment, we have the right not to execute the Agreement.
4. The right of set-off and suspension are excluded if you are acting in the course of your profession or company.
5. You grant us the exclusive right to carry out the assigned assignment, unless we jointly agree otherwise In Writing.
6. Does our Agreement result in an additional or follow-up assignment? Then these general terms and conditions also apply to it.
7. We will always try to meet the agreed delivery time. It is only possible that something goes wrong or that we or you may experience some delay due to heavy workload. If the agreed delivery time is moved, there is no right to compensation. These deadlines are always an indication, unless we have explicitly agreed a final binding date together In Writing and by way of exception. If this is the case this will be clearly stated by us.
8. For the execution of the Agreement, we also depend on information from your side. When you provide information too late or not in the right form, this can influence the delivery time.

Article 6. Termination and notice periods

1. If you fail to fulfil one or more of its obligations, fail to fulfil them on time or properly, are declared bankrupt, apply for (provisional) suspension of payments and/or deferral of payments, go into liquidation of the company, as well as when all or part of your assets are seized Monkey Vision has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default in full or in part by a Written Statement, all this at its discretion and always with the retention of any right to compensation for costs, damages and interest.
2. Monkey Monkey Vision 's outstanding claims do not logically expire by termination or dissolution of the Agreement.
3. When the Agreement ends due to force majeure, see Article 8, we are entitled to payment for the hours worked, investments made and costs incurred at the time of termination.
4. It is possible for both of us to terminate the Agreement. However, we both have to take into account a notice period of one month.
5. We may buy certain things like licences and domain names for you. We often buy this for a certain period, such as 1 (one) year. We will always let you know when we are going to purchase a licence or domain name for a certain period. You have until one month before (automatic) renewal to terminate this part of the Agreement, after which it is not possible to terminate it prematurely. This is because we already have to pay these costs for the entire period in advance. This situation therefore expressly constitutes an exception to the right in paragraph 3 of this article (the possibility of early termination).

Article 7. Liability

1. We are not liable for any direct or indirect damage. Not limited is our liability for damages resulting from intent or deliberate recklessness on our part.
2. Monkey Monkey Vision 's total liability is limited to compensation for damages up to the amount of our Agreement. In no case will the total compensation for damages exceed the amount paid out by our liability insurance.
3. Does the Agreement last for several months, and do you make several payments over those months? Then we only reimburse an amount equal to the payments you made over the past 6 (six) months.
4. You must report any damage in writing to us in time. When you report the damage to us one year after it occurred, the claim expires and we will no longer compensate any damage.
5. We are not liable for damage caused by auxiliary persons as set out in Article 6:76 of the Civil Code.
6. We are not liable for damages of any kind, because we have relied on incorrect and/or incomplete data you have provided us with, or when you provide data too late.
7. Are we still liable for direct damage? Then the following applies as direct damage:
   1. The reasonable costs you would have to incur to have our performance comply with the Agreement; this substitute damage will not be compensated if the Agreement is terminated by on or claim of you;
   2. Reasonable costs you have incurred for keeping the old system(s) and associated facilities operational longer, because we have not been able to deliver on an explicitly and Written binding delivery deadline agreed between us. These reasonable costs shall be reduced by any savings resulting from delayed delivery. This explicitly does not apply to the regular delivery deadlines, as these are only indicative, see article 5 paragraph 7 of these general terms and conditions.
   3. Reasonable costs incurred by you to establish the cause and extent of your damage;
   4. Reasonable costs you have incurred to prevent and/or limit the damage, insofar as you can demonstrate that these costs have actually prevented or limited the damage.
8. Both Parties indemnify each other for any claims of Third Parties, who suffer damage in the execution of the Agreement. This explicitly includes claims of trademark rights registered with BOIP or any other authority.
9. Monkey Vision is never liable for Third Party errors.
10. Due to a change in a search engine's algorithm, for example, your ranking may drop. Unfortunately, there is nothing we can do about this and we do not accept any liability.
11. You are responsible for what you execute on what we have delivered. Of course, before we start working together, we briefly check if we fit together. As soon as you start using what we have delivered and, for example, offer services via a website, this is your own responsibility. As soon as a Third Party asks us to take the website offline, we will in principle not comply, unless it concerns a government body.

Article 8. Force majeure

1. Something may happen that is beyond our control. This could be a pandemic or government-imposed measures that prevent us from doing our work properly. But also, for example, strikes, computer viruses, hacks, (major) cable breaks, power failures, excessive incapacity for work on our part or the failure or complete breakdown of Third Party tools. No matter how hard we work, in such cases we unfortunately cannot fulfil our promises. We rely on your understanding. It is therefore not possible to claim compensation in such cases.
2. When such a situation arises, we will do our utmost to deliver as soon as possible. Is there still a force majeure after 30 (thirty) days? Then we both may dissolve the Agreement. In that case, it is not possible to be compensated for any damages. However, we are entitled to be paid for the costs, hours and investments already incurred.

Article 9. Consequences of delivery

1. When performing our Services and creating our Products, we work to a schedule. Our Agreement also imposes obligations on you. For example, you may have certain deadlines by which you have to deliver information to us or carry something out.
2. We will inform you about this planning in advance and distinguish between a number of phases, namely:
   1. We present the front page of the website;
   2. Then follow for you to give feedback;
   3. Then we will process your feedback;
   4. Then you will have one more opportunity to give feedback;
   5. We present the new front page and remaining template pages of the web design;
   6. Then follow for you to give feedback;
   7. Then we will process your feedback;
   8. Then you will have one more opportunity to give feedback;
   9. Finally, the final delivery of our web design follows.
   10. We convert the complete web design to a working website
   11. Feedback can be given on the differences between the web design and the website
   12. We finalise the project
3. We use different feedback deadlines for the phases mentioned above. For phases b, f and k you have a feedback period of 7 (seven) working days after we have sent you the concept. For phases d and h, the feedback period is 5 (five) working days. Have you still not responded after these deadlines? Then we will contact you by telephone and/or e-mail, after which the feedback period is extended once by 4 (working days).
4. Our deadline for the phase referred to in paragraph 2 under b of this article (the feedback deadline) is 7 (seven) working days after we have sent you the concept. The term we use for the phase as referred to in paragraph 2 under d of this article is 5 (five) working days. Have you still not responded after expiry of these periods? Then we will contact you (by telephone and/or e-mail), after which the feedback period is extended once by 4 (four) working days.
5. Have you not provided us with feedback within the aforementioned period? Then the presented Product is deemed to comply with the Agreement. We will then close the project.
6. Do you want to make changes to the Product after the feedback period has expired? Then we will spend extra time reopening and resuming the project. For this reason, we will consider any requested changes after the feedback period has expired as 'additional work'.
7. In case of additional work, we will make the requested adjustments at our hourly rate. In addition, we are forced to charge you for start-up costs.

Article 10. Warranty

1. We guarantee that our Services and Products are as agreed and comply with the legal provisions and government regulations applicable at the time the Agreement is made.
2. You are prohibited from editing (or having edited) a Service and/or Product delivered by us. After all, you engage us to perform a certain task. In addition, an adaptation may impair a Service and/or Product developed by us. In addition, you are allowed to make changes that do not involve a change in the appearance of the Product and/or Service. For example, you may change a photo or text, but not the fonts we have used or the specific place where the photo is placed. If you are in doubt whether you may make a particular change? Then you can ask Schritelijk permission from us whether you are entitled to make this change to the Product and/or the Service.
3. Do you nevertheless infringe the obligation as mentioned in the previous paragraph? Then you are obliged to remove our copyright from the Product/Service provided by us. You are aware that all guarantees will lapse. In addition, in that case we are no longer obliged to perform work and all licences granted to you within the framework of our Service/our Product will lapse.
4. The guarantee in paragraph 1 expressly does not apply when:
   1. You edit the delivered Products yourself or have this done by Third Parties;
   2. You have exposed the delivered Products to abnormal conditions or failed to follow the instructions for use or otherwise handled them carelessly;
   3. The defectiveness is entirely or partly the result of regulations that the government has set or will set about the nature or quality of materials.

Article 11. Prices

1. All amounts shown are in pounds and exclusive of sales tax and other government levies, unless otherwise agreed.
2. We work with a 50% deposit before the start of the Agreement and a remaining 50% payment after delivery.
3. We have the right to apply an inflation correction once a year.
4. Our prices are based on cost factors at the time of the offer. We are allowed to charge you 3 (three) months after the conclusion of the Agreement for changes in cost price, which we cannot reasonably influence. This may be up to a maximum of 20% of the original amount.
5. Does our quote consist of several parts? Then we are not obliged to carry out only part of it if you accept only part of the parts.

Article 12. Payment & invoicing

1. In some cases you will checkout immediately. Is this not the case? Then you must pay the amount due within 30 (thirty) days after the invoice date, unless otherwise agreed in writing.
2. Is there an error in the payment details we provide? Then you have the duty to report this to us as soon as possible.
3. When you do not pay in time, we will always let you know first. Then we will give you another 14 (fourteen) days to pay your invoice. Still not successful? Then we will unfortunately have to transfer the claim to a collection agency. You will have to pay the costs of the collection agency. You can always contact us for payment arrangements.
4. In case you have not paid after the extension of the payment term, as referred to in the previous paragraph, we will close the project for which the Agreement was concluded. Have you paid and want to reopen the project? Of course, we are happy to help, but then we will spend extra time reopening and restarting the project. In that case, we will therefore also charge you a start-up fee.
5. Is there a (reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt restructuring under the WSNP? Then our claims on you and your obligations to us are immediately due and payable.
6. Any payment(s) made by you are first intended as payment of the interest and costs we owe you. Are there none? Then the payment applies to the longest outstanding invoices. This also applies if you indicate that the payment relates to another invoice.

Article 13. Complaints

1. If there is something wrong with the execution of the Agreement and therefore a defect? Then you have to let us know within 2 (two) months after you discovered the defect. Is there a visible defect? Then you must let us know a lot faster, namely within 48 (forty-eight) hours.
2. The above terms are deadlines. This means that your right to complain expires after these deadlines. You can then no longer claim the defect.
3. When you agree to a concept, it also means you really agree. We will no longer change the concept free of charge. So always judge the concept carefully!
4. After you notify us of the complaint, we immediately start working for you. After receiving the complaint, we have 4 (four) weeks to try to solve the defect.
5. A submitted complaint from you will not cause your payment obligation to be suspended.

Article 14. Transfer

1. Rights and obligations always follow from an Agreement. The rights and obligations from our Agreement cannot be transferred by you to another party, unless we agree otherwise In Writing. This provision has so-called property law effect (article 3:83 paragraph 2 of the Civil Code).

Article 15. Additional work

1. When we provide a Service, a situation may arise where it takes more time and money to execute the Agreement than we thought beforehand. For example, because you agree to a concept design delivered by us, but during the design a lot of changes come from your side. We call this additional work. After all, an agreement on a concept design is an agreement. If additional work is the case, we will communicate this with you as soon as possible. The starting point is then to complete the Service according to the usual rates. We will discuss the financial consequences.
2. By agreeing to additional work as described above, you agree that the objectives and expectations of the Agreement may be affected.

Article 16. Intellectual property

1. When intellectual property rights are obtained in the execution of the Agreement, these rights always come with us. You only get the non-exclusive and non-transferable use and processing rights granted by these terms and conditions or by law.
2. Also, this usage and editing right does not transfer to you yet, until the full invoice amount is paid.
3. In the event of persistent non-payment, we may take back or take offline what has been delivered. You must give us, or a Third Party appointed by us, every opportunity to do so. We determine when we make use of this option. Of course, we always assess this in all reasonableness.
4. Unless we have agreed otherwise, you are not authorised to sublicense to Third Parties.
5. Do you want to stop using our Product and/or Service and switch to another provider of this Product and/or Service? This is only allowed if the full invoice amount is paid. In addition, all warranties as stipulated in article 10 lapse immediately. You retain the user and processing rights as agreed in the second paragraph of this article. If you switch before the full invoice amount has been paid, the third paragraph of this article applies.
6. You indemnify us against any claims by Third Parties about intellectual property rights.
7. We have the right to use the knowledge gained during the execution of your Agreement for other Agreements and purposes, as long as of course no confidential information is shared here.
8. We have the right to use your name and logo for reference and promotion.
9. Do you violate this article? Then we can immediately claim a fine from you equal to three times the amount of our Agreement. Besides this fine, we always have the right to claim full compensation.
10. When we have copyright on a portrait of you, we can publish it with your permission. By agreeing to these terms and conditions, you give us this permission. This is therefore not an infringement of your portrait right.
11. Do third parties seize what we supply? Please let us know as soon as possible.

Article 17. Management

1. We always have the right to change both our technical and non-technical facilities. You cannot then claim compensation, damages or a termination of the Agreement.
2. For technical services to work properly, maintenance is obviously very important. We assess whether maintenance is needed, if there are any malfunctions and/or delays. If this is the case, we may temporarily shut down the Service to rectify the problems.
3. We will always let you know changes, strikes and deletions of the software in advance as much as possible. However, this is not always possible. You are therefore not entitled to advance notice.
4. You are personally responsible for the use of the given usage and access rights, even in case of unauthorised use. You will behave as a responsible and careful user, as may be expected under a similar Agreement. If we give instructions on the use of the Product, you must always follow them.
5. When you do not act according to the provisions in this article, we may deny your use and access to the Product.

Article 18. Confidentiality

1. It may happen that certain matters of the Agreement between us as Parties are must be kept secret. We are then both obliged to keep this information secret. This is the case when it is obvious that the information must be kept secret or when one of us has communicated this.
2. Does one of these Parties act in breach of this article? Then this Party shall owe a penalty of three times the amount of our Agreement.

Article 19. Employee clause

1. Until 1 (one) year after the Agreement, you do not have the right to employ any of our employees who have been involved in the execution of the Agreement or otherwise directly/indirectly work for you or approach you. Unless we have given written consent to do so.
2. We will be obliged to consent when we are indemnified by you. An appropriate indemnification is a compensation of 10 (ten) gross monthly salaries.

Article 20. Applicable law

1. Our Agreement and these general terms and conditions are exclusively governed by Dutch law.
2. If unfortunately any problems arise between us, we will first consult as much as possible to come to a solution. Don't we come to a solution together? Then only the Dutch court in the place where we are located can be engaged.

Article 21. Survival

1. The provisions of the General Terms and Conditions and the Agreement that purport to remain valid after the end of the Agreement will remain valid after the end of the Agreement.

Article 22. Changes or additions

1. We have the right to unilaterally amend or supplement these terms and conditions. Should this actually happen? No worries, you will be informed in time.
2. There will be 30 (thirty) days between this notification and the entry into force of the amended or supplemented terms and conditions.