Terms & Conditions

1. Applicability

1.1 These general terms and conditions apply to all proposals and contracts pursuant to which The Terrace provides services (and/or delivers goods) to a client.

1.2  Departures from and additions to these general terms and conditions shall only be valid if they are agreed between the parties in writing.

1.3  The applicability of the client’s purchasing or other conditions is specifically excluded.

2. Proposals

2.1  All of The Terrace’s proposals and other forms of communication are without obligation, unless The Terrace should indicate otherwise in writing.

3. Fees and Payment

3.1  All fees are exclusive of turnover tax (VAT).

3.2  Expenses, including travel costs, are not included in any fee(s) which client owes The Terrace. These are therefore charged separately.

3.3  In case The Terrace engages third parties for the execution of a certain project/assignment for the client, The Terrace will have the right (unless expressly agreed otherwise) to charge a surcharge (i.e. mark-up) of 10% on the full costs such a third party charges The Terraces.

3.4 Amounts owed must be paid by the client in accordance with the agreed payment terms, in the absence of which a payment term of 30 days applies. The client may not suspend any payment or set off any amounts owed.

4. Termination

4.1  A contract can be terminated with immediate effect, and without a notice of default, by either party if the other party is declared bankrupt, granted a suspension of payment, or goes into liquidation, is closed down or otherwise ceases, or threatens to cease to carry on its business.

4.2  Apart from the grounds for termination in 4.1, each party can terminate a contract in accordance with Dutch law (with the exception/exclusion of Article 7:408(1) of the Dutch Civil Code). For the avoidance of doubt: in case of termination, the client remains bound to pay for any fees or other expenses that have become due up to the moment of termination.

5. Liability

5.1  The total liability of The Terrace vis-à-vis the client (on any legal basis whatsoever), is limited to the total amount of fees paid by the client under the relevant project/assignment, unless the liability is due to willful intent or gross negligence of The Terrace.

6. Intellectual Property Rights

6.1  Unless agreed otherwise in writing, all intellectual property rights to any works created in connection

with the performance of a contract will vest exclusively in The Terrace (or, as the case may be, its licensors or suppliers).

6.2  Subject to final confirmation by The Terrace, The Terrace will grant the client a license to use any intellectual property rights referred to in 6.1, provided (and to the extent) The Terrace has the right to grant a license with respect to such rights.

7. Confidentiality and Personal Data

7.1  Except where necessary for the performance of a contract, The Terrace and client undertake not to use of disclose any information it obtains from the

other party which is known or may reasonable be assumed to be confidential.

7.2  If at any moment a client foresees that The Terrace will process personal data with regard to which the client is the controller, the parties will enter into a data processing agreement.

8. Applicable law and Jurisdiction

8.1 Any proposal or contract is governed by the laws of the Netherlands, with the exclusion of the CISG.

8.2  Any dispute in connection with a proposal or contract shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.

These general terms and conditions have been drawn up in Dutch and English. In the event of a dispute regarding the content or intent of these general terms and conditions, the Dutch version will be binding.