These General Terms and Conditions have been filed with the Registry of the District Court of Zwolle-Lelystad under number 25026290.
Last updated on April 20, 2018.
i-Design B.V., having its registered office and principal place of business in Deventer, the Netherlands
A natural person, legal entity, partnership without legal personality, as well as its representative and / or agent, who has entered into an agreement with I-DESIGN or wishes to enter into an agreement
I-DESIGN and Customer
The supporting service provision or assistance to the customer, regarding the services offered by I-DESIGN
Software and/or websites provided by I-DESIGN
Internet Service Provider
2. Applicability of General Terms and Conditions
2.1 These General Terms and Conditions apply to all requests, offers, assignments and agreements whereby I-DESIGN provides goods and/or services to the Customer.
2.2 Deviations from these terms and conditions are only valid if they are explicitly agreed upon in writing with I-DESIGN.
2.3 Purchase conditions and other conditions which the Customer declares to be applicable shall not bind I-DESIGN unless and to the extent that it has expressly accepted them in writing.
2.4 If any provision of these general terms and conditions is invalid or is annulled, the other provisions of these general terms and conditions shall remain in full force and effect.
2.5 I-DESIGN has the right to amend these General Conditions. Amendments also apply to agreements already entered into subject to the following provisions: amendments that affect a Customer with whom an agreement has already been entered into shall be announced in a timely fashion and in the appropriate manner. They will take effect 30 days after the announcement, or on a later date specified in the announcement, unless the Customer indicates within this period that it does not accept the amendment.
3. Offers and Quotations
3.1 All offers and quotations made by I-DESIGN, whether in the form of price lists, printed matter, brochures, or otherwise, including oral offers / quotations and other statements made by employees of I-DESIGN, are always without engagement, unless otherwise indicated in writing.
3.2 The customer guarantees the accuracy and completeness of the data provided by or on behalf of him to I-DESIGN on which I-DESIGN bases its offer. The customer shall always exercise the utmost care to ensure that the requirements to which the performance of I-DESIGN must meet are accurate and complete.
4.1 An agreement is only established after I-DESIGN has accepted or confirmed an order in writing or if it is executed on this order. The order confirmation is deemed to reflect the agreement accurately and fully; the date of confirmation is thus decisive.
4.2 If the Customer disagrees with the contents of the order confirmation, he must do so in writing, by registered mail and within 5 working days.
4.3 For agreements for which, according to their nature and scope, no offer or order confirmation is sent, the invoice shall be deemed to reflect the agreement correctly and completely, subject to a complaint within 5 working days.
4.4 The Customer is not authorized to transfer its rights and obligations under the agreements entered into with I-DESIGN to third parties, unless written consent is given by I-DESIGN.
5. Duration of Agreements.
5.1 Agreements with regard to hosting or maintenance shall be entered into for a minimum of one year. Interim termination of the agreement by the Customer during the first year is not possible.
5.2 The agreements referred to in 5.1 will be renewed after one year under the same conditions for a period of 12 months each time, unless notice has been given in accordance with the provisions below.
5.3 The Customer is bound by a notice period of three months; termination of the agreement must therefore take place at least three months before the end of the contract period. Termination of the agreement must always take place in writing.
5.4 If the agreement ends before the time for which it was entered into has expired, the Customer shall owe I-DESIGN the full compensation for the expiry of that time; all this in compliance with any relevant statutory regulations. Any savings and benefits arising for I-DESIGN from premature termination shall be deducted from the amount of the compensation.
6. Prices, billing and payment
6.1 Unless otherwise specified, I-DESIGN’s prices are expressed in Euros and are exclusive of VAT and any other charges arising from statutory regulations. Unless otherwise agreed, all prices are always in Euros and the Customer must make all payments in Euros.
6.2 If I-DESIGN has made any advance estimates and/or budgets, they shall only be of an indicative nature, unless agreed otherwise in writing. An available budget indicated by the Client to I-DESIGN shall not count as an agreed price between the parties for the performances to be carried out by I-DESIGN. I-DESIGN shall not be obliged to inform the Client in the event of an imminent overrun of the advance estimate and/or budget issued.
6.3 If the Customer consists of several natural persons and/or legal entities, each of those persons shall be jointly and severally bound to pay the amounts due under the agreement.
6.4 With respect to the services rendered by I-DESIGN and the amounts owed by the Customer for them, the data from I-DESIGN’s administration will provide full proof, without prejudice to the Customer’s right to provide evidence to the contrary.
6.5 In case of a periodic payment obligation of the Customer, I-DESIGN is entitled to increase the rates charged – subject to a period of three months.
6.6 If the Customer does not agree with an adjustment as referred to in Article 6.5, the Customer is entitled, within thirty days of the said notification, to terminate the agreement in writing as from the date on which the price or rate adjustment would take effect, or to cancel the agreement. The Customer will not be entitled to this right of cancellation if the parties have agreed that the applicable prices and rates will be adjusted in accordance with an index or other criterion agreed between the parties.
6.7 The customer shall pay the payments due to I-DESIGN within a period to be determined by I-DESIGN after the invoice date. The Customer shall not be entitled to suspend or set off amounts owed to I-DESIGN.
6.8 Objections to invoices sent by I-DESIGN must be submitted in writing, specifying the nature and grounds for the complaint. They shall only be handled if they reach I-DESIGN within 5 working days after the invoice date. After this period, claims are no longer processed, unless the customer is a natural person not exercising a profession or business.
6.9 If the Customer does not pay for the services provided by I-DESIGN within the agreed term of payment, I-DESIGN may (possibly temporarily) halt execution of the agreement. After the term of payment has expired, the customer shall owe statutory commercial interest on the outstanding amount, without any reminder or notice of default being required.
6.10 If the Customer fails to pay the claim after a reminder or notice of default, I-DESIGN may pass on the claim. In that case, the customer, in addition to the amount already due, shall be obliged to pay the (extra) judicial costs, including any costs for experts and costs of any unsuccessful mediation.
6.11 The compensation regarding extrajudicial costs is fixed at 20% of the owed principal amount, with a minimum of € 125,-, if it amounts to less than € 1.250,-. If the principal sum owed is more than € 1,250 but less than € 3,250, a percentage of 15% shall apply. For amounts of € 3.250,- and higher a percentage of 10% shall be applied. This fee shall always be charged and payable by the Client without any further proof, as soon as I-DESIGN has called in legal assistance, or as soon as the claim has been passed on for collection.
7. Confidential data
7.1 The parties shall ensure that all information received from the other party that is known or should reasonably be known to be confidential is kept secret. Confidential data will only be used for the purpose for which they have been provided. Data will in any case be considered confidential if it has been designated as such by one of the parties.
8. Takeover clause
8.1 The parties shall not employ any employees, involved in the execution of this agreement or who were involved in the execution less than 1 year before, of the other party without the prior written consent of that other party.
9. Privacy, data processing and security
9.1 If I-DESIGN considers it relevant for the execution of the agreement, the Customer shall, upon request, inform I-DESIGN in writing without delay about the way in which the Customer implements its obligations under legislation on the protection of personal data.
9.2 The Customer shall indemnify I-DESIGN against claims by persons whose personal data have been registered or are processed as part of a personal data register held by the Customer or for which the Customer is otherwise responsible under the law, unless the Customer proves that the facts underlying the claim are solely attributable to I-DESIGN.
9.3 The responsibility for the data processed using a service provided by I-DESIGN lies solely with the Customer. The Client warrants to I-DESIGN that the content, use and/or processing of the data are not unlawful and do not infringe any right of a third party. The customer indemnifies I-DESIGN against any legal claim by third parties, on any grounds whatsoever, in connection with these data or the execution of the agreement.
9.4 If I- DESIGN is obligated under the Agreement to provide some form of information security, that security shall comply with the specifications regarding security as agreed upon in writing between the parties. I- DESIGN never guarantees that the information security is effective under all circumstances. If an explicitly described security is lacking in the agreement, the security will meet a level that, given the state of the technology, the sensitivity of the data, and the costs associated with implementing the security is not unreasonable.
9.5 If computer, data or telecommunications facilities are used in the execution of the agreement or otherwise, I- DESIGN is entitled to assign the Customer access or identification codes. I- DESIGN is entitled to change assigned access or identification codes. The Customer shall treat the access and identification codes confidentially and with care and shall only disclose them to authorized staff members. I- DESIGN shall never be liable for damages or costs resulting from the use or misuse of access or identification codes, unless the misuse was possible as a direct result of an act or omission on the part of I- DESIGN.
9.6 I-DESIGN is authorized to have access to the Customer’s data files if and insofar as this is necessary for the assessment and fulfillment of a request for access, as well as for the proper management and operation of the system.
10. Reservations and right of retention
10.1 Ownership of goods sold by I-DESIGN to the Customer will only pass from I-DESIGN to the Customer after full payment of the fees owed to I-DESIGN.
10.2 The contract between I-DESIGN and the Customer does not relate to the IP address granted to the Customer by I-DESIGN, or the disposal thereof. The right of use of the IP address – neither being the subject of the agreement nor dependent on it – shall remain exclusively reserved to I-DESIGN after the termination of the contractual relationship between the parties, as well as I-DESIGN’s free disposal thereof.
10.3 I-DESIGN is entitled to retain items in its possession from and for the Customer until all payment obligations that the Customer has towards it have been fulfilled, unless the Customer has provided adequate security for the fulfilment of those payment obligations.
10.4 Rights, including rights of use, are only granted or transferred under the condition that the Customer has paid in full all fees due under the agreement.
11. Domain Names
11.1 Domain name applications under the .nl domain will only be processed by I-DESIGN after the Customer has signed the “Declaration of Indemnity associated with the application of a domain name”; all in accordance with the requirements of the Stichting Internet Domeinregistratie Nederland (SIDN).
11.2 Domain name applications under the .nl, .com, .net, .org and .edu domain are submitted by I-DESIGN on behalf of the Customer to the relevant, regulatory authorities.
11.3 I-DESIGN does not provide any guarantee regarding the availability of the domain name prior to the domain name application. The time of the domain name application is the time when the ISP submits the domain name application to the regulatory authority.
11.4 The assessment of a grant or rejection of a domain name application lies entirely with the regulatory body. I-DESIGN shall never be liable for any loss of business or other indirect damages, including damages for loss of use time, lost profits and lost savings, resulting from a rejection of a domain name application by the regulatory authority.
11.5 Transfer of a domain name from I-DESIGN to another ISP is only permitted if the Customer, as holder of the domain name, has fulfilled all its payment obligations to I-DESIGN.
12. Intellectual Property Rights
12.1 All intellectual property rights to the graphic products, hardware, software, websites, applications, documentation, reports, offers and other goods – such as analyses, functional designs and reports – developed on the basis of the agreement or made available to the Customer, and all changes and additions made thereto as well as any copies of the aforementioned goods and preparatory materials thereof, are the exclusive property of I-DESIGN, its licensors or its suppliers. The purchaser shall only acquire the rights of use expressly granted to it in writing by I-DESIGN. These user rights are non-exclusive, non-transferable, and non-sub-licensable.
12.2 If I-DESIGN is prepared to undertake to transfer an intellectual property right, then this undertaking must be made in writing and explicitly. If the parties agree in writing that an intellectual property right in respect of software, websites, data files, equipment or other materials developed specifically for the Customer will pass to the Customer, this shall not affect the right or the possibility of I-DESIGN to use and/or exploit the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like underlying that development, either for itself or for third parties, without any restriction. Nor does the transfer affect I-DESIGN’s right to do developments for itself or a third party that are similar or derived from those done for the benefit of the Customer.
12.3 The Customer is not permitted in any way to modify, reproduce (other than necessary for the intended use), lend (parts of) the software, websites, data files, equipment or materials or otherwise provide them to third parties, except in so far as this is necessary for the use that is explicitly permitted in the agreement.
12.4 I-DESIGN is permitted to introduce technical provisions to protect the software, equipment, data files, websites and the like in connection with an agreed restriction on the content or duration of the right to use these objects. The Customer is not allowed to circumvent or remove such a provision.
12.5 When copying or otherwise reproducing the software, the Customer is not allowed to change or remove any indications in the software regarding the authorship or confidential nature of the software, or any other reference to I-DESIGN.
12.6 With regard to the concepts, semi-finished products, graphic designs, applications and other types of work created by I-DESIGN, the parties mark I-DESIGN as being the sole creator and/or designer within the meaning of the Copyright and the Drawing and Design Rights.
12.7 The goods to be delivered or supplied by I-DESIGN according to its design, such as copy, manuscripts, typesetting, design drawings, models, working and detail drawings, data carriers, data files, computer software, photographic recordings, lithographs, films and similar means of production and aids, as well as a part of the design belonging to the essence of that design, may not be reproduced within the scope of any production process without I-DESIGN’s written consent, even if or insofar as the design in question is not protected by copyright or any other legal protection for I-DESIGN.
12.8 In the case of copyright protected works, mentioning the name of I-DESIGN is obligatory, unless other arrangements have been made in writing and/or there are preponderant objections against it in execution. These objections must be brought to the attention of I-DESIGN when granting the order and accepted by I-DESIGN in writing. The fact that mentioning one’s name is unusual in a given circumstance is not an overriding objection. I-DESIGN may demand that its name not be used, or that use be made of another designation.
12.9 If I-DESIGN has rendered a performance in accordance with designs, drawings or other instructions provided by or on behalf of the Client, the Client guarantees that this will not affect any intellectual property rights of third parties. The customer indemnifies I-DESIGN against claims by third parties in this respect.
12.10 If I-DESIGN has promised the Customer any right of exclusivity with respect to the products and/or services provided, I-DESIGN shall not be liable for any breaches thereof by third parties, which have occurred through no fault of I-DESIGN.
12.11 The Client may only claim the exclusivity right promised by I-DESIGN if the Client has fully fulfilled all obligations arising from the agreement.
12.12 I-DESIGN shall indemnify the Customer against any action based on the allegation that the software, websites, data files, equipment or other materials developed by I-DESIGN itself infringe on a copyright or other intellectual property right applicable in the Netherlands, and shall pay the costs arising therefrom provided that the Customer notifies I-DESIGN in writing immediately after such action is instituted and provides the Customer with copies of all relevant correspondence and the defense against such action as well as all negotiations in order to reach a settlement are conducted exclusively by I-DESIGN.
12.13 The obligation to indemnify referred to in 12.12 shall cease to apply if the alleged infringement is related:
- with materials made available to I-DESIGN by the customer for use, adaptation, processing or incorporation, or
- with changes that the Customer has made to the software, websites, databases, equipment or other materials without the prior written consent of I-DESIGN or has had a third party make them.
12.14 If it is irrevocably established in law that the software, websites, databases, equipment or other materials developed by I-DESIGN itself infringe any intellectual property right belonging to a third party or if, in the opinion of I-DESIGN, there is a reasonable chance that such an infringement will occur, I-DESIGN shall, if possible, ensure that the Customer may continue to use the software, websites, databases, equipment or other materials delivered or functionally equivalent. Any other or further indemnification obligation of I-DESIGN is excluded.
12.15 The customer guarantees that the equipment, software, material intended for websites, databases or other materials made available by it for the purpose of use, adaptation, installation or incorporation to I-DESIGN do not infringe on the rights of third parties. The customer indemnifies I-DESIGN against any claim by a third party based on the allegation that such provision, use, adaptation, installation or incorporation infringes any right of that third party.
12.16 I- design is not liable for any action based on the combination, operation or use of the software with equipment or software not provided or recommended in writing by I-DESIGN, or on a change made by the Customer to the software, unless I-DESIGN has given prior written consent.
12.17 Only if and insofar as agreed in writing, shall the source code of the software and the technical documentation created in the development of the software be made available to the Customer, in which case the Customer shall be entitled to make changes to this software. If I-DESIGN is ordered by a court of law to make the source code and/or technical documentation available to the Customer, I-DESIGN may demand reasonable compensation for doing so.
12.18 Unless otherwise agreed in writing, I-DESIGN is not obliged to provide the auxiliary software and program or data libraries required for the use and/or maintenance of the software. If, contrary to the foregoing, I-DESIGN also needs to make auxiliary software and/or program or data libraries available, I-DESIGN may require that the Customer enter into a separate written agreement for that purpose. If necessary, such provision shall be charged separately at I-DESIGN’s customary rates.
12.19 If there is any uncertainty between I-DESIGN and the Customer as to who is the rightful owner of any intellectual property right, it shall be assumed that I-DESIGN is the rightful owner. The Client is authorized to prove the contrary.
13. Duty to Cooperate
13.1 The Client shall always provide I-DESIGN with all data and/or information deemed useful, necessary or desirable by I-DESIGN and shall provide all cooperation. If the Client uses personnel or third parties to provide this cooperation or information, the Client guarantees that these persons have the necessary knowledge, expertise and experience.
13.2 The customer bears the risk of the selection, use, application and management of the equipment, software, websites, databases and other products and materials and of the services to be provided by I-DESIGN. The customer is responsible for the proper installation, assembly and use and for the correct settings of the equipment, software, websites, databases and other products and materials.
13.3 If the Client does not provide I-DESIGN with the data, documents, equipment, software, materials or employees deemed useful, necessary or desirable for the execution of the agreement, or does not provide them on time or in accordance with the arrangements, or if the Client fails to meet its obligations in any other way, I-DESIGN has the right to suspend the execution of the agreement in whole or in part and to charge the ensuing costs to the Client. This right is without prejudice to the exercise of any other statutory and/or agreed right of I-DESIGN.
13.4 If employees of I-DESIGN perform work on location of the customer, the customer shall provide the necessary facilities free of charge. The customer indemnifies I-DESIGN for claims by third parties, including employees of I-DESIGN, which may arise during the implementation of the agreement by acts or omissions of the customer and / or unsafe situations in its organization. The customer shall make the house and security rules applicable to its organization known before the start of the work.
14. Delivery Terms
14.1 Interim (completion) dates mentioned by I-DESIGN or agreed upon between parties shall always be target dates, shall not bind I-DESIGN and shall only be of an indicative nature. I-DESIGN does its utmost to respect the deadlines and dates as much as possible. I-DESIGN is not bound by a deadline or date if it is due to a cause beyond its control – which occurred after entering into the agreement – can no longer be met. I-DESIGN is also not bound by a date and / or term if the parties have agreed to change the content, scope and / or approach to the implementation of the agreement. If a term threatens to be exceeded, the parties shall consult with each other to discuss the consequences of exceeding the term for further planning.
14.2 Exceeding a period mentioned by I-DESIGN or agreed upon between the parties shall not cause I-DESIGN to be in default. In all cases, I-DESIGN shall only be in default on account of a failure to meet a time limit after the Client has given it written notice of default. This notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that I-DESIGN is given the opportunity to respond as adequately as possible.
15. Dissolution and termination
15.1 Each of the parties is entitled to dissolve the agreement due to an attributable failure in the performance of the agreement, provided that the other party has failed attributably in the performance of essential obligations under the agreement, after that party has been given proper written notice of default. The Customer’s payment and/or cooperation obligations always count as essential obligations under the agreement.
15.2 If I-DESIGN has already performed for the Customer at the time of dissolution as referred to in Article 15.1, such performance and the associated payment obligation shall not be subject to cancellation, unless the Customer proves that I-DESIGN is in default with regard to the essential part of such performance. Amounts which I-DESIGN has invoiced before the dissolution in connection with what it has already properly performed or delivered in execution of the agreement shall remain due in full (subject to the foregoing) and shall become immediately payable at the time of dissolution.
15.3 If an agreement which by its nature or content does not end in completion (for example hosting or maintenance) has been entered into for an indefinite period, it may be terminated by both parties in writing after proper consultation and with a statement of reasons. If no notice period has been agreed, a reasonable notice period must be observed. The parties will never be obliged to pay damages as a result of termination.
15.4 The Customer is not entitled to terminate a service agreement or assignment contract entered into for a definite period of time in the interim.
15.5 Either party is authorized to terminate the Agreement with immediate effect, without notice of default and without prior judicial intervention, if:
- the other party applies for a suspension of payment;
- the other party has been declared bankrupt;
- the other party is liquidated or terminated as a legal entity, other than for the purpose of reconstruction or merger of companies;
- changes the decisive control of the Customer’s business;
- Customer is a natural person and dies.
15.6 I-DESIGN is not liable for any compensation or restitution of funds received due to this termination. In the event of the Customer’s bankruptcy, the right to use software, websites and the like made available to the Customer shall lapse by operation of law.
16. Liability I-DESIGN
16.1 I-DESIGN’s total liability on account of an attributable failure to perform the contract or on any other grounds, explicitly including any failure to perform the guarantee obligation agreed upon with the Customer, is limited to compensation of direct damages up to a maximum of the amount of the price stipulated for that contract (excluding VAT). This limitation of liability applies mutatis mutandis to I-DESIGN’s indemnification obligation referred to in Article 12.12 of this agreement. If the agreement is primarily a continuing performance agreement of more than one year, the price stipulated for the agreement shall be set at the total of the fees (excluding VAT) stipulated for one year. In no event, however, shall I-DESIGN’s total liability for direct damages, for any reason whatsoever, exceed € 10,000.
16.2 I-DESIGN’s liability for damages resulting from death, bodily injury or material damage to property shall not exceed the amount paid out by I-DESIGN’s liability insurer in such a case. If the liability insurer unexpectedly fails to pay out, the total liability of I-DESIGN for the damage referred to in this paragraph never exceed € 10,000.
16.3 The liability of I-DESIGN for indirect damages, consequential damages, lost profits, lost savings, decreased goodwill, damage due to business interruption, damage due to claims by customers of the customer, damage related to the use of items, materials or software of third parties prescribed by the customer to I-DESIGN and damage related to the involvement of suppliers prescribed by the customer to I-DESIGN is excluded. Also excluded is the liability of I-DESIGN because of mutilation, destruction or loss of data or documents.
16.4 Unless fulfillment by I-DESIGN is permanently impossible, the liability of I-DESIGN for attributable failure in fulfilling an agreement arises only if the customer I-DESIGN immediately in writing in default, giving a reasonable time to remedy the failure, and I-DESIGN also after that period remains attributable to failure to fulfill its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that I-DESIGN is given the opportunity to respond adequately.
16.5 The condition for the existence of any right to compensation is always that the Customer reports the damage in writing to I-DESIGN as soon as possible after its occurrence. Any claim for damages against Supplier shall expire by the mere lapse of twenty-four months after the claim arose.
16.6 The purchaser indemnifies I-DESIGN against all third party claims due to product liability as a result of a defect in a product or system supplied by the purchaser to a third party which partly consisted of equipment, software or other materials supplied by I-DESIGN, unless and insofar as the purchaser proves that the damage was caused by that equipment, software or other materials.
16.7 The provisions in this article as well as all other limitations and exclusions of liability mentioned in this agreement also apply in favor of all (legal) persons which I-DESIGN uses in the implementation of the agreement.
16.8 The limitations and exclusions of liability set out in this article will lapse if and insofar as the damage is the result of intentional or deliberate recklessness on the part of I-DESIGN or its managers.
17. Force Majeure
17.1 The parties are not obliged to comply with any obligation (including a guarantee obligation) if he is prevented from doing so as a result of force majeure. This includes:
- force majeure of suppliers of I-DESIGN;
- failure to properly fulfill obligations of suppliers prescribed by the Customer to I-DESIGN;
- defectiveness of items, equipment, software or materials of third parties, the use of which has been prescribed by the Customer to I-DESIGN;
- government measures;
- power outage
- failure of internet, computer network or telecommunication facilities;
- work force;
- general transportation problems;
- the unavailability of one or more staff members.
17.2 If a situation of force majeure lasts longer than ninety days, either party shall be entitled to dissolve the agreement. What has already been performed under the agreement shall be settled proportionately, without the parties owing each other anything else.
18. Modification and additional work
18.1 If I-DESIGN has, at the request or with the prior consent of the Customer, performed activities or other performances which fall outside the content or scope of the agreed activities and/or performances, these activities or performances shall be compensated by the Customer according to the agreed tariffs and, failing that, according to I-DESIGN’s usual tariffs. I-DESIGN is not obliged to comply with such a request and may require that a separate written agreement be entered into for this purpose.
18.2 The Customer accepts that activities or performances as referred to in this article may affect the agreed or expected time of completion of the services and the mutual responsibilities of the Customer and I-DESIGN. The fact that additional work occurs during the execution of the agreement shall never be a ground for the Customer to cancel or dissolve the agreement.
18.3 To the extent that services are agreed upon at a fixed price, I-DESIGN shall, upon request, inform the Customer in writing of the financial consequences of the additional work or performances referred to in this article.
19. Transfer of rights and obligations
19.1 In order to properly and fully fulfill its obligations under the agreement existing between the parties, I-DESIGN is authorized to engage third parties. The costs thereof shall be passed on to the Customer, if no fixed price has been agreed upon for the services in question.
19.2 I-DESIGN is entitled to transfer its rights and obligations towards the Customer to a third party.
19.3 The Customer is not permitted to transfer the rights and/or obligations under the agreement to a third party without the prior written consent of I-DESIGN.
20. Statute of limitations
20.1 All legal claims of the Customer by virtue of an agreement subject to these Conditions shall – subject to mandatory provisions – lapse after one year, calculated from the day on which the fulfilment of obligations under the agreement existing between the parties has become due and payable.
21. Applicable law and disputes
21.1 All offers, agreements and the execution thereof shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is excluded.
21.2 All disputes – including those which are only considered as such by one of the parties – arising from or related to the agreement to which these General Conditions apply, or the relevant Conditions and their interpretation or implementation, both factual and legal in nature, shall be decided by the competent court in the district in which I-DESIGN is established.