terms and
conditions

Last updated June 14, 2024.

In these general terms and conditions, the definitions mentioned in the following article are used either in singular or plural.
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1. Solidaze: the user of these terms and conditions, having its registered office in (1017 DR) Amsterdam at the address Keizersgracht 555 registered with the Trade Register of the Chamber of Commerce under number 64212416.

2. Client: the other party with whom Solidaze has entered into an agreement.

3. Parties: Solidaze and the Client together.

4. Assignment: An assignment given by the Client to Solidaze to perform certain work for payment, through an Agreement.

5. Agreement: the agreement entered into between Solidaze and the Client on the basis of which Solidaze will provide one or more services to the Client through the execution of an Assignment.

1. These terms and conditions apply to all quotations, offers, work, orders, assignments, agreements and deliveries of services or products by or on behalf of Solidaze to the Client and are deemed accepted at the time Solidaze commences with the execution of the Assignment.

2. The parties may deviate from these terms and conditions only if they have expressly agreed to do so in writing.

3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the Client or third parties.

1. Offers and quotations of Solidaze are without obligation, unless otherwise expressly stated therein.

2. An offer or quotation is valid for a maximum of one (1) month, unless another acceptance period is stated in a specific offer or quotation.

3. If the Client does not accept an offer or quotation within the applicable time period, the offer or quotation shall lapse automatically.

4. A combined quotation for the performance of multiple activities that together constitute the entire Assignment does not oblige Solidaze to perform a portion of the Assignment at a corresponding portion of the quoted price.

5. The delivery times and schedules in Solidaze's quotations are indicative and if exceeded do not entitle the Client to dissolution, termination or compensation, unless expressly agreed otherwise.

6. Offers or quotations do not automatically apply to future orders.

1. An agreement comes into full force and effect from the moment the Client communicates to Solidaze in some way regarding the acceptance of Solidaze's offer.

2. If the Client's acceptance, whether or not on subordinated matters, deviates from Solidaze's offer, the agreement will not be concluded until Solidaze has agreed to such deviation(s) in writing.

3. In cases where the Client issues an Assignment to Solidaze without a prior offer or quotation, the agreement comes into full force and effect as soon as Solidaze has confirmed the Assignment in writing or as soon as Solidaze has commenced with the execution thereof.

4. If during the performance under the agreement it appears that for proper execution it is necessary to modify or supplement the contract, Solidaze will inform the Client as soon as possible. Parties will timely and by mutual agreement endeavor to adjust the Agreement.

5. If the Client wishes to dissolve or cancel the Agreement with Solidaze, the Client will only have this right if he simultaneously (offers to) pay(s) for the work already performed by Solidaze. In case of cancellation, Solidaze is entitled to charge a cancellation fee of 50% of the fee agreed upon for the Assignment. If a downpayment was made by the Client, this downpayment will count as a cancellation fee.

1. All prices charged by Solidaze are in Euros, do not include VAT and do not include any other costs such as administration fees, printing costs, travel or accommodation costs, unless otherwise expressly stated in an offer or quotation or explicitly agreed upon between the Parties.

2. Solidaze has the right to increase the prices for its services annually. For ongoing Assignments, prices can be modified only if agreed in writing between the Parties.

3. Prior to the effective date of any price increase, Solidaze will notify the Client in writing.

4. Solidaze has the right to request a downpayment of the fee agreed upon with the Client for the Assignment upon entering into the contract.

5. All invoices from Solidaze must be paid within 30 days of the invoice date, unless the Parties have agreed otherwise in writing.

6. If the Client does not pay an invoice (in full) within the invoice due date, the Client will be in default by operation of law, without the need for any reminder or notice of default (ingebrekestelling). From that moment Solidaze is entitled to suspend its obligations until the Client has (fully) fulfilled his payment obligations.

7. In case of liquidation, bankruptcy, seizure or suspension of payments of the Client, Solidaze's claims against the Client are immediately due and payable without a court order.

1. Solidaze will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Solidaze has the right to have all or part of the agreed services for an Assignment performed by third parties.

3. The execution of the Agreement will commence and take place by mutual agreement between the Parties and after written agreement and payment of any agreed downpayment by the Client to Solidaze.

4. It is the responsibility of the Client to ensure that Solidaze can commence with the execution of the Agreement in a timely fashion.

5. If the Client has not ensured that Solidaze can commence with the execution of the Agreement in a timely fashion, any resulting additional costs and/or additional hours will be due and payable by the Client to Solidaze.

1. The Client shall make all information, data and records relevant for the proper performance of the Agreement available to Solidaze in a timely fashion and in the desired form and manner. This includes, but is not limited to, all digital information, data and records (data) that Solidaze can reasonably request from the Client for proper execution of the Agreement.

2. The Client shall, for the duration of the Agreement, grant to Solidaze, with respect to any data referred to in the preceding paragraph, a free of charge non-transferable and sub-licensable license to use such data only to the extent necessary for the performance of the Agreement, to the extent necessary for the provision of the services by Solidaze.

3. The Client guarantees the accuracy, completeness and reliability of the information, data and documents referred to in paragraph 1 of this article that are made available, even if they originate from third parties, insofar as the nature of the Agreement does not dictate otherwise.

4. Insofar as the consent of a natural person is required for the performance of an Assignment, for example pursuant to the General Data Protection Regulation, the Client shall ensure that such consent of each natural person who will be involved in the performance of the Assignment has been given to the Client prior to the commencement of the performance of the Assignment. Upon Solidaze's first request, Client shall confirm this in writing to Solidaze.

5. If and to the extent requested by the Client, Solidaze will return the relevant information, data and records referred to in paragraph 1, unless the nature or character of such information, data or records makes it impossible to return them to the Client. In such case, Solidaze shall destroy such information, data or records upon the Client's first request.

6. If the Client does not make available the information, data or documents reasonably required by Solidaze, or does not do so in a timely or proper manner, and the execution of the Agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the Client.

1. The Parties shall keep confidential all information (in any form) received from each other in connection with the execution of the Agreement.

2. The same applies to any other information that a party knows or can reasonably suspect to be secret or confidential, or that he can expect that its dissemination may harm the other party.

3. The Parties shall take all necessary measures to ensure that they also keep the information referred to in paragraphs 7.1 and 7.2 confidential.

4. The duty of confidentiality described in this article does not apply to information:
   - which was already in the public domain before a party learned such information or which was already in the public domain before a party learned such information or which subsequently became public without such party's violation of the provisions of this article;
   - disclosed by a party pursuant to a legal requirement.

5. The confidentiality obligation defined in this article applies for the duration of the Agreement and for a period of 3 years after its expiration.

1. Unless the parties agree otherwise in writing, Solidaze retains all of its intellectual property rights including goodwill with respect to Solidaze's activities, including, for example, domain names, copyrights, neighboring rights, trade names, trademarks, patents, design rights, marketing materials, presentations, trade secrets, databases. know-how, and all (other) rights to, among other things, documents, (software) products, works and/or services, intangible assets and variations of the foregoing that belong to Solidaze and/or were created during the execution of the Agreement with the Client, unless otherwise agreed upon in writing. The Client also reserves all rights to its intellectual property rights that it makes available to Solidaze in the course of execution of the Agreement.

2. Said intellectual property rights may not be copied, shown and/or made available to third parties or otherwise used without written permission from Solidaze.

3. Upon full payment of the compensation agreed upon with Solidaze for the Assignment and the costs incurred, the Client will acquire an exclusive right of use to the intellectual property rights resulting from Solidaze's performance under the Agreement. This exclusive right of use means that the Client is entitled to publish and reproduce any result produced by Solidaze in the manner agreed upon by the parties at the conclusion of the Agreement.

4. Notwithstanding the provisions of this Article, Solidaze has the right to use a Client’s trademark, logos, content, and any materials created by or with the assistance of Solidaze during an Assignment in Solidaze's portfolio. This right includes, but is not limited to, using, advertising, promoting, displaying and making available any materials or content created by or with the assistance of Solidaze on Solidaze's website and social media channels. To the extent necessary, the Client grants Solidaze a free of charge non-exclusive and non-transferable user right for the purposes mentioned in this paragraph.

5. If the Client violates any provision of this clause, then for each violation he shall forfeit to Solidaze an immediately payable penalty of EUR 10,000 per violation and EUR 1,000 for each day or part of a day that the violation continues, without prejudice to Solidaze's right to recover damages actually incurred.

1. The Client must notify Solidaze in writing of any complaints regarding the Assignment performed by Solidaze as soon as possible but no later than 14 days after delivery.

2. The right to complain lapses if the Client has not complained within the aforementioned period and/or the Client has not given Solidaze the opportunity to investigate the complaints, if necessary on site, for their thoroughness.

3. If the Client invokes the right of claim in compliance with the provisions of this article, he shall remain fully bound to fulfill his obligations under the contract with Solidaze.

4. Invocation of the right of claim by the Client does not give the right to suspend its obligations under the Agreement with Solidaze.

5. In any event, the Client must give Solidaze 14 calendar days to resolve the complaint by mutual agreement or offer a solution.

1. Solidaze shall only be liable for any damage suffered by the Client if and to the extent such damage was caused by gross negligence or willful misconduct.

2. If Solidaze is liable for any damages, it will only be liable for direct damages arising out of or in connection with the execution of an Assignment.

3. Solidaze shall never be liable for indirect damages, such as consequential damages, lost profits, lost savings with respect to the Client or for damages to third parties.

4. If Solidaze is liable, then such liability will be limited to the amount paid out by any (professional) liability insurance taken out, and in the absence of (full) payment by any insurance company of the amount of damages, the liability will be limited to the (part of the) invoice amount to which the liability relates.

5. Upon full payment of the compensation agreed upon with Solidaze for the Assignment and the costs incurred, the Client will acquire an exclusive right of use to the intellectual property rights resulting from Solidaze's performance under the Agreement. This exclusive right of use means that the Client is entitled to publish and reproduce any result produced by Solidaze in the manner agreed upon by the parties at the conclusion of the Agreement.

6. Notwithstanding the provisions of this Article, Solidaze has the right to use a Client’s trademark, logos, content, and any materials created by or with the assistance of Solidaze during an Assignment in Solidaze's portfolio. This right includes, but is not limited to, using, advertising, promoting, displaying and making available any materials or content created by or with the assistance of Solidaze on Solidaze's website and social media channels. To the extent necessary, the Client grants Solidaze a free of charge non-exclusive and non-transferable user right for the purposes mentioned in this paragraph.

7. If the Client violates any provision of this clause, then for each violation he shall forfeit to Solidaze an immediately payable penalty of EUR 10,000 per violation and EUR 1,000 for each day or part of a day that the violation continues, without prejudice to Solidaze's right to recover damages actually incurred.

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of Solidaze to fulfill any obligation to the Client cannot be imputed to Solidaze in a situation independent of Solidaze's will, as a result of which the fulfillment of its obligations to the Client is prevented in whole or in part or as a result of which the fulfillment of its obligations to the Client cannot reasonably be required of Solidaze.

2. The force majeure situation mentioned in paragraph 1 also includes - but is not limited to - the following: state of emergency (such as civil war, insurrection, riots, pandemics, natural disasters, etc.); defaults and force majeure of suppliers, delivery companies or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather conditions and work interruptions.

3. If a force majeure situation occurs that prevents Solidaze from fulfilling one or more obligations to the Client, those obligations will be suspended until Solidaze is able to fulfill them again.

4. From the moment a force majeure situation has lasted for at least 60 calendar days, either party may terminate the Agreement in whole or in part in writing.

5. Solidaze will not owe any compensation or damages to the Client in a force majeure situation, even if as a result of the force majeure situation Solidaze enjoys any advantage.

1. No right of the Client under any agreement between the Parties can be transferred to third parties without the prior written consent of Solidaze, which consent will not be withheld on unreasonable grounds.

2. This provision counts as a clause with property law effect (goederenrechtelijke werking) as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

1. Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the remaining provisions of these terms and conditions.

2. A provision that is void or voidable shall in such case be replaced by a provision that comes closest to what Solidaze intended on that point when drafting the general terms and conditions.

3. The Client hereby grants in advance permission and cooperation to full transfer by Solidaze of the rights and obligations under the Agreement to a third party to the extent that Solidaze guarantees fulfillment of the Agreement with the Client.

4. The Client must notify Solidaze immediately in case of a possible bankruptcy, suspension of payments or debt restructuring scheme.

1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.

2. All disputes between the Parties that cannot be resolved by mutual agreement shall be submitted exclusively to the competent court of the District Court of Amsterdam.