WHERE TERMS
MEETS ITS CONDITIONS
1 Definitions
1.1 Studio by Nas: Studio by Nas, established in Berg en Dal, Chamber of Commerce no. 76836193
1.2 Customer: the party which Studio by Nas has entered into an agreement with.
1.3 Parties: Studio by Nas and customer together.
1.4 Consumer: a customer who is an individual acting for private purposes.
2 Applicability
2.1 These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Studio by Nas.
2.2 Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
2.3 The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
3 Offers and quotations
3.1 Offers and quotations from Studio by Nas are without engagement, unless expressly stated otherwise.
3.2 An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation.
3.3 If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
3.4 Offers and quotations do no apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
4 Acceptance
4.1 Upon acceptance of the quotation or offer without engagement, Studio by Nas reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
4.2 Verbal acceptance of the customer only commits Studio by Nas after the customer has confirmed this in writing (or electronically).
5 Prices
5.1 All prices used by Studio by Nas are in Euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated or agreed otherwise.
5.2 Studio by Nas is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
5.3 The parties agree on a total price for a service provided by Studio by Nas. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
5.4 Studio by Nas is entitled to deviate up to 10% of the target price.
5.5 If the target price exceeds 10%, Studio by Nas must let the customer know in due time why a higher price is justified.
5.6 If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
5.7 Studio by Nas has the right to adjust prices monthly.
5.8 Studio by Nas will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
5.9 The consumer has the right to terminate the contract with Studio by Nas if he does not agree with the price increase.
6 Payments and payment terms
6.1 Studio by Nas may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
6.2 The customer must have paid the full amount within 14 days, after delivery.
6.3 Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Studio by Nas having to send the customer a reminder or to put him in default.
6.4 Studio by Nas reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
7 Consequences of late payment
7.1 If the customer does not pay within the agreed term, Studio by Nas is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
7.2 When the customer is in default, he is also due to extra judicial collection costs and may be obliged to pay any compensation to Studio by Nas.
7.3 The collection costs are calculated on the basis of the Reimbursement for extra judicial collection costs.
7.4 If the customer does not pay on time, Studio by Nas may suspend its obligations until the customer has met his payment obligation.
7.5 In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Studio by Nas on the customer are immediately due and payable.
7.6 If the customer refuses to cooperate with the performance of the agreement by Studio by Nas, he is still obliged to pay the agreed price to Studio by Nas.
8 Suspension of obligations by the customer
8.1 The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
9 Settlement
9.1 The customer waives his right to settle any debt to Studio by Nas with any claim on Studio by Nas.
10 Insurance
10.1 The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
goods delivered that are necessary for the execution of the underlying agreement
goods being property of Studio by Nas that are present at the premises of the customer
goods that have been delivered under retention of title.
10.2 At the first request of Studio by Nas, the customer provides the policy for these insurances for inspection.
11 Guarantee
11.1 When parties have entered into an agreement with services included, these services only contain best-effort obligations for Studio by Nas, not obligations of results.
12 Performance of the agreement
12.1 Studio by Nas executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
12.2 Studio by Nas has the right to have the agreed services (partially) performed by third parties.
12.3 The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
12.4 It is the responsibility of the customer that Studio by Nas can start the implementation of the agreement on time.
12.5 If the customer has not ensured that Studio by Nas can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
13 Duty to inform by the customer
13.1 The customer shall make available to Studio by Nas all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
13.2 The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
13.3 If and insofar as the customer requests this, Studio by Nas will return the relevant documents.
13.4 If the customer does not timely and properly provides the information, data or documents reasonably required by Studio by Nas and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
14 Duration of the service agreement
14.1 The agreement between Studio by Nas and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
14.2 If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term.
14.3 If the parties have agreed upon terminates the agreement, the agreement is automatically terminated.
15 Cancellation of the contract for an indefinite period of time
15.1 The customer can terminate an indefinite service agreement immediately.
16 Intellectual property
16.1 Studio by Nas retains all intellectual property rights (including copyrights, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
16.2 The customer may not copy or have copied the intellectual property rights without prior written permission from Studio by Nas, nor show them to third parties and / or make them available or use them in any other way.
17 Non-Disclosure Agreement
17.1 The client keeps any information he receives (in whatever form) from Studio by Nas confidential.
17.2 The same applies to all other information concerning Studio by Nas of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Studio by Nas.
17.3 The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
17.4 The obligation of secrecy described in this article does not apply to information:
which was already made public before the customer heard this information or which later
became public without being the result of a violation of the customer’s duty to
confidentiality.
which is made public by customer due to a legal obligation.
17.5 The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
18 Penalties
18.1 If the customer violates the articles of these general terms of conditions about secrecy or intellectual property, then he forfeits on behalf of Studio by Nas an immediately due and payable fine of €1.000,00 if the customer is a consumer and €5.000,00if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
18.2 No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
18.3 The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Studio by Nas including the right to claim compensation in addition to the fine.
19 Idemnity
19.1 The customer indemnifies Studio by Nas against all third-party claims that are related to the products and/or services supplied by Studio by Nas.
20 Complaints
20.1 The customer must examine a product or service provided by Studio by Nas as soon as possible for possible shortcomings.
20.2 If a delivered product or service does not comply with what the customer could
reasonably expect from the agreement, the customer must inform Studio by Nas of this as soon as possible, but in any case within 14 days after the discovery of the shortcomings.
20.3 The customer gives a detailed description as possible of the shortcomings, so that Studio by Nas is able to respond adequately.
20.4 The customer must demonstrate that the complaint relates to an agreement between the parties.
20.5 If a complaint relates to ongoing work, this can in any case not lead to Studio by Nas being forced to perform other work than has been agreed.
21 Giving notice
21.1 The customer must provide any notice of default to Studio by Nas in writing.
21.2 It is the responsibility of the customer that a notice of default actually reaches Studio by Nas (in time)
22 Joint and several Client liabilities
22.1 If Studio by Nas enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Studio by Nas under that agreement.
23 Liability of Studio by Nas
23.1 Studio by Nas is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
23.2 If Studio by Nas is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
23.3 Studio by Nas is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
23.4 If Studio by Nas is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
23.5 All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
24 Expiry period
24.1 Every right of customer to compensation from Studio by Nas shall, in any case, expire within 12 months after the event from the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.
25 Dissolution
25.1 The customer has the right to dissolve the agreement if Studio by Nas imputable fails in the fulfilment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
25.2 If the fulfilment of the obligations by Studio by Nas is not permanent or temporarily impossible, dissolution can only take place after Studio by Nas is in default.
25.3 Studio by Nas has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give Studio by Nas good grounds to fear that the customer will not be able to fulfil his obligations properly.
26 Force majeure
26.1 In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Studio by Nas in the fulfilment of any obligation to the customer cannot be attributed to Studio by Nas in any situation independent of the will of Studio by Nas, when the fulfilment of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required by Studio by nas.
26.2 The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disaster, etc.); defaults and force majeure of suppliers, deliverymen, or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
26.3 If a situation of force majeure arises as result of which Studio by Nas cannot fulfil one or more obligations towards the customer, these obligations will be suspended until Studio by Nas can comply with it.
26.4 From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
26.5 Studio by Nas does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
27 Modification of the agreement
27.1 If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
28 Changes in the general terms and conditions
28.1 Studio by Nas is entitled to amend or supplement these general terms and conditions.
28.2 Changes of minor importance can be made at any time.
28.3 Major changes in content will be discussed by Studio by Nas with the customer in advance as much as possible.
28.4 Consumers are entitled to cancel the agreement in the event of substantial change to the general terms and conditions.
29 Transfer of rights
29.1 The customer cannot transfer its rights deferring from an agreement with Studio by Nas to third parties without the prior written consent of Studio by Nas.
29.2 This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
30 Consequences of nullity or annullability
30.1 If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
30.2 A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Studio by Nas had in mind when drafting the conditions on that issue.
31 Showcasing Design Work
31.1 Studio by Nas reserves to right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. The customer reserves the right to issue an Non-Disclosure Agreement between themselves and Studio by Nas, which in turn would void the right of Studio by Nas to share or discuss customers’ work publicly.
32 Subscription Service
32.1 The subscription is automatically renewed unless the customer cancels the subscription within the notice period before the renewal date. No refunds will be granted after renewal.
32.2 Cancellation of the subscription must occur before the renewal date. Upon cancellation, the customer retains the right to use the remaining days for design requests.
32.3 When pausing the subscription, the remaining days remain valid for up to one year after the pause. After this year, the remaining days expire.
32.4 In the event of absence reported by Studio by Nas, these days will be applied at the end of the subscription period before the renewal date.
33 Applicable law and competent court
33.1 Dutch law is exclusively applicable to all agreements between the parties.
33.2 The Dutch court is district where Studio by Nas is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.