1. Scope of Application
These general terms and conditions apply to all quotes, orders, agreements, and invoices from LeeuwStudio, unless and insofar as deviations are explicitly agreed upon in writing. Deviations from the general or specific terms must be documented in writing and signed by LeeuwStudio. In these terms, the customer is referred to as the party placing the order, and the supplier as the party accepting the order.
The customer accepts these terms without reservation, excluding their own terms, which cannot be invoked against LeeuwStudio under any circumstances, even if they were communicated to LeeuwStudio after these terms. These general terms prevail over any terms from the customer or third parties, even if LeeuwStudio does not explicitly object to them. Any differing terms must be confirmed in writing by LeeuwStudio.
By placing an order, the customer unconditionally agrees to these general terms and conditions. Any implicit objection by the customer is explicitly excluded.
2. Proposal and Agreement
Proposals issued by LeeuwStudio are valid for 60 days and are then purely for informational purposes. All prices are inclusive of VAT unless otherwise stated. LeeuwStudio is only bound by the proposal upon explicit and written acceptance by the customer or an authorized representative, at which point an agreement is formed. If the acceptance deviates, even on minor points, from the offer, LeeuwStudio is not bound by it, and the agreement will not be established unless explicitly stated otherwise.
Start of Collaboration Without Signature: If a customer makes payment without signing the proposal, invoice, or contract, this will be considered as agreement to the general terms and commencement of collaboration. In such cases, the general terms will fully apply as if the agreement were explicitly accepted by both parties.
Proposals do not automatically apply to future assignments, and combined price estimates do not oblige LeeuwStudio to execute part of the assignment for a proportional price. An agreement is only concluded upon signing a document containing a detailed project description, pricing, and specific execution modalities, alongside these general terms. Only if the agreement explicitly references the proposal, do its provisions remain valid. Otherwise, the agreement terms prevail.
LeeuwStudio reserves the right to adjust prices at any time, even after providing a proposal, provided the customer is notified in writing and no fixed price agreement is in place.
3. Commencement, Duration, and Termination
LeeuwStudio reserves the right to terminate the agreement without notice or judicial intervention if the customer fails to fulfill their obligations to LeeuwStudio or acts in breach of the agreement. LeeuwStudio may also terminate the agreement if the customer is declared bankrupt, applies for suspension of payment, or otherwise loses control over their assets. In such cases, the customer is not entitled to compensation.
Cancellation of an order must be done in writing and is only valid with written acceptance by LeeuwStudio. In case of cancellation, a flat-rate compensation of 20% of the order price is due, without prejudice to LeeuwStudio's right to claim full compensation if actual damages are higher.
If the customer terminates the agreement prematurely, they are required to fully compensate for the work already performed, including costs incurred and preparation efforts, regardless of the project’s progress.
4. Customer Responsibilities
When placing an order, the customer is obliged to provide all necessary information for the execution of the work or delivery of goods to LeeuwStudio promptly and accurately. In cases of incomplete or incorrect information, LeeuwStudio will proceed with the work as deemed appropriate, and the customer will be billed accordingly. Delays due to incomplete information cannot result in compensation or discounts.
If the customer fails to provide required information within the agreed timeframe, LeeuwStudio reserves the right to dissolve the agreement and claim full payment for work performed and costs incurred.
5. Delivery and Delivery Times
Delivery times are indicative and non-binding unless explicitly agreed otherwise. Delivery times commence when the agreement is finalized and are extended automatically in cases of force majeure, holidays, or complications during the execution of the assignment. Delays in order execution do not entitle the customer to compensation or cancellation of the agreement.
Force majeure includes any circumstance beyond LeeuwStudio's control, such as strikes, natural disasters, war, pandemics, IT failures, staff shortages, or other unforeseen events.
6. Additional Work
If a fixed price has been agreed upon, it only applies to the services specified in the agreement. Any additional work exceeding 5% of the agreed fixed price will be charged on a time-and-materials basis. Additional work can arise due to changes in requirements or unforeseen issues. LeeuwStudio reserves the right to perform additional work without prior customer approval if deemed necessary for proper completion of the assignment, with subsequent billing.
7. Hosting, Email, and Security
LeeuwStudio cannot be held liable for temporary service unavailability or data loss, nor for damages resulting from third-party security breaches. Customers are responsible for securing their own systems that use LeeuwStudio’s services.
8. Complaints
Complaints must be submitted in writing within 8 days of delivery or completion. Late complaints will not be processed. Submitting a complaint does not suspend the customer's payment obligations.
9. Retention of Ownership
All delivered goods, software, and services remain the property of LeeuwStudio until full payment is received. Intellectual property rights on software and designs remain with LeeuwStudio unless otherwise agreed.
10. Terms of Use
LeeuwStudio’s network may not be used for illegal activities. Violations may result in immediate termination of services without refund.
11. Liability
LeeuwStudio’s liability is limited to the invoice amount of the agreement. Indirect damages, such as data loss or lost profits, are explicitly excluded.
12. Proof
Electronic communications, such as email, are considered valid evidence in disputes.
13. Payment
Invoices must be paid within 14 days. Delays will result in penalties and possible suspension of services.
14. Governing Law and Jurisdiction
These terms are governed by Dutch law. Disputes will be submitted to the court in LeeuwStudio’s jurisdiction.