Sweet Selesa Design Agency terms of trade

Definitions – article 1

In these terms of delivery, the following definitions apply:

Sweet Selesa Design Agency, established and having its registered office in Maassluis, hereinafter referred to solely by its trade name: Sweet Selesa.
Counterparty: any natural person or legal entity that has entered into, or wishes to enter into, an agreement with Sweet Selesa, including, in addition to this party, its representative(s), authorized agent(s), legal successor(s), and heirs.

General – article 2

These general terms and conditions apply to all offers, assignments, subscriptions, transactions, sales agreements, and other agreements, as well as to their performance, in which Sweet Selesa is a party.
These general terms and conditions shall at all times take precedence, even if priority has been stipulated otherwise, unless expressly agreed otherwise in writing in advance. Any reference by the counterparty to its own terms and conditions is expressly rejected by Sweet Selesa and shall therefore in no way be binding on Sweet Selesa.
Oral commitments made by, or arrangements agreed with, employees of Sweet Selesa shall only be binding, insofar as they deviate from written agreements or these terms and conditions, if they are confirmed in writing by an employee of Sweet Selesa who is authorized to sign.
The invalidity or non-applicability of one or more provisions contained in these general terms and conditions, or part of a provision, whether in general or in a specific case, shall not affect the operation and validity of the remaining provisions.
Sweet Selesa does not intend, by means of these general terms and conditions, to contravene any mandatory provisions of law.
These terms and conditions shall cease to apply once new terms and conditions have been filed with the Chamber of Commerce in Rotterdam.

Offers, Quotations – Article 3

All quotations issued by Sweet Selesa, in whatever form, are non-binding and remain valid for up to 14 days after the date of issue, unless expressly stated otherwise. Sweet Selesa may still revoke offers promptly in writing, even after acceptance.
All quotations issued by Sweet Selesa to a counterparty are intended solely for that counterparty. These quotations may not be reproduced and/or made available or disclosed to third parties in any way without the consent of Sweet Selesa.
Sending quotations and/or documentation does not oblige Sweet Selesa to accept an order, unless acceptance is confirmed in writing to the counterparty by Sweet Selesa within 14 days by means of an order confirmation or an invoice.
The information stated in catalogs, images, and similar materials shall not be binding on Sweet Selesa, unless it has been expressly included in a contract signed by both parties or in an order confirmation signed by the counterparty.
Each offer is based on the performance of the agreement under normal circumstances and during normal working hours.

Agreements – article 4

Subject to the provisions set out below, an agreement with Sweet Selesa shall only come into existence once Sweet Selesa has accepted an order in writing or has confirmed it accordingly (by means of an order confirmation or invoice), whereby the date of the written confirmation shall be decisive.
1. Hosting subscriptions are invoiced annually in advance, and internet marketing subscriptions are invoiced monthly in advance. A notice period of 12 months must be observed, unless otherwise agreed in writing by the parties.
2. If notice is not given in time, the subscription will be automatically renewed for the same period. The order confirmation shall be deemed to reflect the agreement accurately and in full, unless the counterparty objects to it immediately in writing.
Any additional agreements made later or any amendments introduced shall only be valid and binding if they have been confirmed in writing by Sweet Selesa within 14 days and the counterparty has not objected to them in writing within 5 working days.
For transactions for which, by their nature and scope, no written quotation or order confirmation is sent, the invoice shall be deemed to reflect the agreement accurately and in full, unless a written objection is made within 5 working days of the invoice date.
Every agreement entered into by Sweet Selesa is subject to the suspensive condition that Sweet Selesa is entitled to assess the counterparty’s creditworthiness in connection with the financial performance of the agreement. If, in Sweet Selesa’s opinion, based on reasonable grounds, the counterparty is not sufficiently creditworthy, Sweet Selesa shall have the right to temporarily suspend its obligations. In the event of such suspension, Sweet Selesa shall notify the counterparty thereof in writing without delay and shall offer the counterparty the opportunity to provide security.
Sweet Selesa is entitled, either upon entering into the agreement or thereafter, before performing or continuing to perform its obligations, to require the counterparty to provide security that both the payment obligations and the other obligations will be fulfilled.
If urgent and necessary events occur, which were unforeseeable by the parties and therefore fall outside the scope of the agreement, Sweet Selesa shall be entitled, for the proper performance of the assignment, to engage third parties without prior consultation with the counterparty. The costs thereof shall be charged to the counterparty in accordance with the provided quotations.
Deviations within the customary and/or reasonable tolerance levels accepted in the industry with respect to delivery shall not entitle the counterparty to make any complaint, demand replacement, claim compensation for damages, or assert any other right.
The agreement is not transferable

Domain name – article 5

The counterparty must have a domain name issued and registered by a competent authority.
Sweet Selesa may apply for a domain name on behalf of the counterparty with the authority that issues and/or registers the relevant domain name, in accordance with the conditions of that authority. In this regard, the counterparty shall indemnify Sweet Selesa against claims from both third parties and the counterparty itself.
For foreign domain names, a right of use is granted for “.org / .net / .com / .biz / .info,” which shall lapse upon termination of the agreement.
One month after termination of the agreement, Sweet Selesa will cancel the domain name(s) registered by/through Sweet Selesa with the relevant authority or authorities, whereby Sweet Selesa notes that any resulting costs shall be borne by the counterparty.

Obligations of the Counterparty – Article 6

With regard to the disk space made available by Sweet Selesa, the counterparty shall refrain from any use that is contrary to statutory provisions, public morals, public order, the relevant agreement, and/or these terms and conditions, such as: spamming; gaining unauthorized access to other computers on the Internet by circumventing security measures and/or obtaining access through technical interference using false signals or a false key, or by assuming a false identity; giving instructions to services that carry out postings in newsgroups or engage in sending more than one hundred emails. Warez sites, illegal software sites, MP3 sites, chat sites, and webcam sites are likewise not permitted.
The counterparty shall furthermore refrain from any conduct or actions that may result in damage to Sweet Selesa’s systems, and shall take due care to prevent such damage.
Any damage to Sweet Selesa or to third parties caused by actions in violation of this article may be recovered from the counterparty.
Subletting or renting out the service is not permitted.
The above list is not exhaustive.

Confidentiality – Article 7

Both Sweet Selesa and the counterparty shall be obliged towards third parties to maintain the confidentiality of information of a confidential nature, in whatever form, obtained from and concerning Sweet Selesa and the counterparty.
The parties shall have no obligation of confidentiality under the agreement with regard to information that:Partijen hebben in het kader van de overeenkomst geen plicht tot geheimhouding ten aanzien van informatie die:
1. was already known to the party;
2. has been lawfully obtained by the party independently of the counterparty;
3. has been lawfully obtained by the party from a third party without any obligation of confidentiality; and
4. has already been made public by the rightful owner.
Disclosure of confidential information to third parties may only take place in the following cases:
1. A. to other employees and staff members within its own organization who are not involved in the disclosure of the information, and to third parties, if this is necessary in connection with the agreement;
2. B. to third parties, if the party that provided the information has given prior written consent for this.
3. C. to third parties, if the party is required to do so pursuant to a statutory provision, and after immediate notification of such request has been given to the counterparty.
Insofar as third parties are involved in the performance of the agreement, both Sweet Selesa and the counterparty shall ensure that equivalent confidentiality obligations are imposed on such third parties and their staff.
If either party culpably fails to comply with the provisions of this article, that party shall forfeit, without the need for judicial intervention, an immediately payable penalty of EUR 15,000.00 (say: fifteen thousand euros) per incident, without prejudice to all further rights, including the right to performance and/or compensation for the damage suffered.

Services, Maintenance and Inspection – Article 8

If a malfunction occurs, it must be reported to Sweet Selesa by or on behalf of the counterparty as soon as possible. Malfunctions will be investigated as soon as possible after they have become known to Sweet Selesa. If this is necessary for a proper investigation of the malfunction, the counterparty shall cooperate with the investigation.
A malfunction will be remedied by Sweet Selesa to the best of its ability and as quickly as possible. The costs of investigating the malfunction and the costs of remedying it shall be borne by Sweet Selesa, unless one of the following circumstances applies:
Sweet Selesa uses third parties for data storage. Liability for malfunctions resulting in indirect damage, consequential damage, loss of profit, lost savings, diminished goodwill, damage due to business interruption, damage resulting from claims by the Client’s customers, damage related to the use of items, materials, or third-party software prescribed by the Client to the Supplier, and damage related to the engagement of suppliers prescribed by the Client to the Supplier is excluded.
Also excluded is the Supplier’s liability for the corruption, destruction, or loss of (backup) data, files, documents, domain names, and/or other types of (property) rights.
1. A. the counterparty has made improper use of the service provided;
2. B. the counterparty has acted in violation of the agreement or the general terms and conditions with regard to the use of the service provided;
3. C. the costs can otherwise be attributed to the counterparty.

Force Majeure – Article 9

For the purposes of this article, “force majeure” shall mean any circumstance beyond the control of Sweet Selesa — even if it was already foreseeable at the time the agreement was concluded — that permanently or temporarily prevents performance of the agreement, including, insofar as not already covered by the above, war, threat of war, civil war, riot, strike, lockout, transport difficulties, fire, or other serious disruptions in the business operations of Sweet Selesa or its suppliers.
If such a force majeure situation occurs with a natural person or legal entity engaged by Sweet Selesa, and that party invokes force majeure against Sweet Selesa, this shall likewise be regarded as a force majeure situation affecting Sweet Selesa itself vis-à-vis the counterparty.
If, in the opinion of Sweet Selesa, the force majeure situation is of a temporary nature, Sweet Selesa shall have the right to suspend the performance of the agreement for as long as the circumstance giving rise to the force majeure continues to exist.
If, in the opinion of Sweet Selesa, the force majeure situation is of a permanent nature, the parties may make arrangements regarding the termination of the agreement and its consequences.
The party that considers itself to be, or expects to be, in a force majeure situation must notify the other party thereof immediately in writing.
All consultations and any new agreements in the event of force majeure must be made in writing. Full or partial termination or cancellation of an agreement in the event of a permanent force majeure situation must be communicated by registered letter, unless the termination or cancellation has taken place in another manner and the other party has indicated in writing that it agrees to this.
Sweet Selesa is entitled to claim payment for the services performed in the execution of the relevant agreement before the circumstance causing the force majeure became apparent.
If the performance of an agreement is suspended on the grounds of force majeure, or if in the event of a permanent force majeure situation the agreement is terminated by Sweet Selesa or the counterparty, Sweet Selesa shall not be liable for any compensation for damages.

Termination and Cancellation – Article 10

All agreements, including assignments, are irrevocable for the counterparty. The counterparty undertakes to make full payment.
Interim termination may only take place if the counterparty complies with the conditions to be determined by Sweet Selesa.
Termination of agreements relating to subscriptions must be made by registered letter. In doing so, the counterparty must observe a notice period of twelve months.
Upon termination, the counterparty will receive the final invoice in advance for the twelve-month notice period. Until the end of that notice period, the counterparty may have a new website developed elsewhere hosted by Sweet Selesa.

Consequences of Termination – Article 11

In the event of termination of the agreement, in whatever manner, Sweet Selesa shall immediately take possession of the identification details, address details, and/or codes. Sweet Selesa shall at all times be entitled to charge termination fees.
Unless otherwise agreed in writing, no refund of paid subscription fees will be made.

Liability – Article 12

Sweet Selesa, or any third parties engaged by or on its behalf for that purpose, shall make every effort towards the client to fulfill the obligations arising from the agreement and cannot be held liable for any business loss or delay damage resulting therefrom, except insofar as such damage is the result of gross negligence or willful misconduct on the part of Sweet Selesa or the assistants and suppliers it engages in the performance of the agreement.
If Sweet Selesa is liable, the total amount to be compensated by Sweet Selesa shall never exceed the relevant invoice amount, unless Sweet Selesa’s insurers provide coverage beyond that amount.
Compliance with applicable warranty obligations and payment of the damage as determined and acknowledged by Sweet Selesa’s insurers shall be regarded as the sole and full compensation for damages, unless mandatory law provides otherwise.
The counterparty shall at all times guarantee to Sweet Selesa that the use of the data or other documents provided by the counterparty will not cause Sweet Selesa to act in violation of any statutory provisions or any protected rights of third parties.
The counterparty shall fully indemnify Sweet Selesa against all direct and indirect consequences of any claims that third parties may assert against Sweet Selesa on the grounds of a breach of the warranty referred to in paragraph 5 of this article. The counterparty must nevertheless inform Sweet Selesa immediately if the counterparty is held liable or receives claims relating to the counterparty’s internet activities.
The counterparty shall indemnify Sweet Selesa against any claims by third parties in respect of damage that may in any way have arisen from the counterparty’s use of Sweet Selesa’s systems and connections. In addition, Sweet Selesa may never be joined in indemnity proceedings, whether by the counterparty or by companies affiliated with the counterparty.
If, through the use of the service, the customer transfers data, personal data, information, and/or computer programs across national borders, the counterparty shall indemnify Sweet Selesa against all claims, costs, or damages by third parties in the event that such data, personal data, information, and/or computer programs are exported in violation of the applicable laws and regulations of the Netherlands and/or the country of export.

Payment Terms – Article 13

Unless otherwise agreed in writing, invoices must be paid within 14 days of the invoice date into a bank or giro account designated by Sweet Selesa, without any discount or set-off whatsoever, or payment shall be made in cash upon collection or delivery. The value date stated on Sweet Selesa’s bank/giro statements shall be decisive and shall therefore be regarded as the date of payment.
Unless expressly agreed otherwise in writing, payment shall be made in euros.
All payments made by the counterparty shall first be applied toward the settlement of any interest and costs owed.
All payments made by the counterparty shall first be applied toward the settlement of any interest and collection costs incurred by Sweet Selesa, and thereafter toward the payment of the oldest outstanding invoices.
Where special discounts or other non-standard terms favorable to the counterparty have been agreed, these shall lapse automatically if payment is not made within the applicable payment term.
Sweet Selesa reserves the right, without stating reasons, to require full or partial payment upon delivery of movable goods or completion of work, before returning the item on which the work has been performed to the counterparty. If Sweet Selesa requires cash payment, it shall not be obliged to deliver in the absence thereof, and Sweet Selesa shall have a right of retention over items on which it has carried out work.
Sweet Selesa will proceed with the delivery of the relevant service only after receipt of payment.
Sweet Selesa shall have the right, upon the mere occurrence of any of the circumstances listed below, either to suspend its obligations arising from the concluded agreement, or to terminate the agreement in whole or in part, or to demand immediate payment in full of any amount owed by the counterparty on the basis of the services provided by Sweet Selesa, without any warning, notice of default, or judicial intervention being required, all without prejudice to Sweet Selesa’s right to compensation for costs, damages, and interest, and without any obligation on the part of Sweet Selesa towards the counterparty to pay any compensation or provide any guarantee. These circumstances shall in any case include the following if the counterparty:
1. A. is declared bankrupt, transfers its assets to the bankruptcy estate, applies for a suspension of payments, ceases operations, enters into liquidation, transfers its business in whole or in part, or has all or part of its assets seized;
2. B. dies or is placed under guardianship;
3. C. fails to comply with any obligation imposed on it by law or under these terms and conditions;
4. D. nalaat een factuurbedrag of een gedeelte daarvan binnen de daarvoor gestelde termijn te voldoen.
During the period of suspension, the counterparty shall at all times remain liable for the subscription fee. Reconnection shall only take place after receipt of the overdue payments and following a one-time payment of EUR 100.00.

Interest and Costs – Article 14

If payment has not been made within the period stated in the previous article, the counterparty shall be in default by operation of law and shall owe interest of 2% per month, or part of a month, on the outstanding amount from the due date onward.
All judicial and extrajudicial costs to be incurred shall be borne by the counterparty. The judicial costs shall also include all actual legal and procedural assistance costs incurred during court proceedings that exceed the applicable court scale of costs. The extrajudicial collection costs shall amount to at least 15% of the sum due, including the aforementioned interest, with a minimum of EUR 150.00 excluding VAT.

Changes to Data – Article 15

Changes to the billing and/or business address, as well as other administrative details, must be communicated to Sweet Selesa in writing as soon as possible.

Modification of the Service – Article 16

The technical characteristics of the service may be modified by Sweet Selesa at any time.
Where possible, Sweet Selesa shall endeavor to implement the changes referred to in paragraph 1 without affecting the counterparty’s ability to use the service.
Sweet Selesa shall announce the relevant modification in writing, observing a reasonable notice period, unless this cannot reasonably be required of Sweet Selesa.
If the changes referred to in paragraph 1 result in an unacceptable change for the counterparty in the operation of its business and/or the functionality of the service, the counterparty shall have the right to terminate the agreement with immediate effect.
If Sweet Selesa is compelled, for technical or other reasons, to terminate or modify the service, it shall at all times be entitled to do so without being liable to pay any compensation to the counterparty and/or third parties.
Any modification and/or relocation of a service at the request of the counterparty must be made in writing. If Sweet Selesa agrees to such a request, Sweet Selesa may charge additional costs in connection with the modification and/or relocation of the service.

Price, Price Changes – Article 17.1

All prices are exclusive of VAT.
In the event of an increase in one or more cost price factors, Sweet Selesa shall be entitled to increase the order price accordingly, all with due regard to the relevant statutory provisions, on the understanding that any known future price increases must be stated in the order confirmation. The counterparty shall accept such price increase, provided that a period of at least three months has elapsed between the conclusion of the agreement and its performance.
The prices of subscriptions will be adjusted annually in accordance with the guidelines of Statistics Netherlands (CBS). Where applicable, the prices will be indexed without prior notice.

Intellectual Property – Article 18

All designs, (technical) descriptions, web designs, drawings, catalogs, images, samples, models, procedures, schedules, and everything related thereto, all in the broadest sense of the word, produced by or on behalf of Sweet Selesa in the performance of the agreement, shall be subject to copyright and other related rights vested in and remaining the inalienable property of Sweet Selesa, and may only be used by the counterparty for internal and strictly confidential purposes. At Sweet Selesa’s request, the counterparty shall immediately return the aforementioned items and/or documents to Sweet Selesa.
The counterparty shall be responsible for ensuring that the aforementioned items and/or documents are not copied, altered, reproduced, and/or provided or disclosed to third parties.
In the event of the termination of subscription services, any texts written by Sweet Selesa shall at all times remain the property of Sweet Selesa.

Special Provisions Relating to Suppliers – Article 19

Without prejudice to the provisions set out in the preceding articles of these terms and conditions, the following shall apply with regard to natural persons and legal entities — hereinafter referred to as suppliers — whose services Sweet Selesa engages in the performance of the agreement:

The supplier accepts liability for any damage suffered by Sweet Selesa and/or its counterparty, where such damage has arisen as a result of the supplier’s acts or omissions. This shall also include any failure, or late failure, to fulfill the obligations incumbent upon the supplier.
Sweet Selesa shall make every effort towards the supplier to fulfill the obligations arising from the agreement concluded between Sweet Selesa and the supplier, and it cannot be held liable for any business loss or delay damage resulting therefrom, except insofar as such damage is the result of gross negligence or willful misconduct on the part of Sweet Selesa.
With regard to the agreements concluded between Sweet Selesa and the supplier — in their respective capacities as client and contractor — all time periods applied by Sweet Selesa shall be deemed strict deadlines, unless the parties have agreed otherwise in writing.
Sweet Selesa shall at all times be entitled to set off any amounts owed to the supplier.
Sweet Selesa shall proceed to payment within sixty working days of invoices relating to printing and distribution activities or courier services.

Applicable Law – Article 20

Dutch law shall apply exclusively to all obligations entered into by Sweet Selesa with third parties.

Dispute Resolution – Article 21

All disputes, including those regarded as such by only one of the parties, arising from or related to the obligations to which these terms and conditions apply, or to these terms and conditions themselves and their interpretation or performance, whether of a factual or legal nature, shall be decided exclusively by the competent court in Rotterdam.

info@sweetselesa.nl

+316 24 94 38 98

Maassluis