Terms and Conditions
10 Januari 2021
v1.0
Definitions
Agreement: the offer, the general terms and conditions, and all other attached documents.
Project: the specified project scope and the results to be delivered on behalf of the signed quote.
Services: all services and the work product that are delivered by CVS-Gaming to the client as described and that is further defined in the agreement.
End result: the final versions of all documents supplied by CVS-Gaming and accepted by the client.
Results: the services and documents specified in the agreement and delivered to the client by CVS-Gaming
Client content: all materials, notebooks, photos, and creative content that the client has supplied to achieve the results.
Third-party materials: proprietary material from third parties that is included in the end result, including but not limited to stock photography or illustration.
Tools: all design tools developed and/or used by CVS-Gaming in the execution of the project, including existing and newly developed software, including source code, Web authoring tools, fonts, and application tools, together with other software or other inventions, or non-patentable, and general non-copyright concepts such as website design, architecture, layout, navigation, and functional elements.
Project rate: the agreed rate stated on the agreement.
Services
CVS-Gaming or third parties perform the services specified in the agreement.
Compensations
Fees: the client agrees to pay CVS-Gaming for the fees specified in the agreement, including all taxes.
Costs: the client pays CVS-Gaming ‘s expenses related to the project, including but not limited to:
(a) incidental and cash expenses at cost plus standard markings from designers with fifteen percent; (b) Travel allowance other than normal commuting, at fifty-five (0.45) Eurocent per kilometer; (c) Travel expenses, other than normal commuting, but including airline tickets and rental cars, with the client’s approval.
Additional costs: prices in the project proposal only include design costs. All other costs such as hosting, art licenses, photography, domain purchase are charged to the client.
Hosting end result: CVS-Gaming organizes the end result on an internal domain while the project is under construction. If the final results are not completed on the delivery date specified in the agreement and the delay is not caused by CVS-Gaming, the client agrees to pay CVS-Gaming forty-five euros per month for hosting until the end result is moved to another hosting party .
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Payment
Advance: CVS-Gaming may request an advance, if the project does not go ahead, CVS-Gaming may keep the advance, this is as compensation for the hours already worked.
Late payment: a monthly service surcharge of 1.5 percent is payable on all outstanding balances.
Crediting late payments: payments are first credited to late payments and then to unpaid balances.
Collection costs: the client pays all collection costs or legal costs that are caused by late payments.
Withholding delivery: CVS-Gaming can refuse the delivery and transfer of ownership of current work if the invoices are not current or if overdue invoices are not paid in full.
Movable License: All grants for the use of or ownership of intellectual property rights under this agreement are subject to full payment, including all outstanding costs of other projects and/or services provided by CVS-Gaming and third parties.
Changes
Change Request: If the Client wishes to change the scope of the work after acceptance of this agreement, the client must send CVS-Gaming a written change order describing the requested changes in detail. Within five days after receiving a change order, CVS-Gaming will respond with a statement that makes available, additional costs, changes in delivery dates, and any changes to the agreement. CVS-Gaming will evaluate every change of order according to the project rate and costs.
Major change: If the client’s requests are at or nearly ten (10%) percent of the time required to produce the results, or the value of the range of services, CVS-Gaming has the right to request a new and submit a separate proposal to the client for written approval. CVS-Gaming will only start the revised services if it receives a fully signed revised proposal and any additional costs.
Minor change: if the client requests are not major changes, the client will be invoiced based on time and materials at CVS-Gaming’s hourly rate of fifty euros per hour. Such charges are in addition to all the other amounts due under this Agreement, despite the maximum amount set, the contract price, or the final price. CVS-Gaming may extend or change any delivery schedule or delivery period in the Agreement if such changes require it.
Delays
CVS-Gaming ‘s delays: CVS-Gaming will make all reasonable efforts to contain the project scope and follow the agreed schedule. CVS-Gaming can extend the expiration date of an agreement by written notice to the client. The total of all extensions may not exceed ninety days.
Client Delays: The client will use all reasonable endeavors to provide the required information, materials, and approvals. Any delay by the client will result in a daily extension of the expiration date for the agreement, these delays will not be included in the calculation for maximum extensions of CVS-Gaming ‘s delays.
General Delays: Any delay caused may be circumstances beyond the control of the parties and will not be considered a violation and will result in a daily extension of any service due. Each party will make reasonable efforts to notify the other party in writing of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power outages, fire, floods, force majeure, labor disputes, riots, acts of war, terrorism, and epidemics.
Evaluation and acceptance
Testing: CVS-Gaming will test and correct the results with commercially reasonable efforts before delivering the end result to the client.
Approval period: the client must inform CVS-Gaming in writing within five working days of receipt of each result of any non-compliance with the specification of the project proposal or of any other objections, corrections, or changes that are required. CVS-Gaming will deliver the revised result to the client within five working days of receiving the client’s notification. The client must approve the corrected version or make further changes within five working days of receiving a revised result. If after three corrections by CVS-Gaming the client finds that the result is not acceptable, the client can terminate this agreement with due observance of the termination clauses of this agreement. If the client has no approval or comments during any approval period, those results are considered approved and accepted. All objections, corrections, and changes are subject to the terms and conditions of this agreement.
Responsibilities
The client acknowledges that he is responsible for performing the following in a reasonable and timely manner: (a) Delivering client content in a form suitable for use in the results without further preparation by CVS-Gaming, unless otherwise specified in the agreement; (b) Proofreading all results. The costs for correcting errors after acceptance of a result are charged to the client; (c) Take decisions with regard to other parties.
Accreditation and promotion
Copyright: CVS-Gaming has the right, as a hyperlink or otherwise, to place copyright in the form, size and location as CVS-Gaming serves, in consultation with the client. Promotion: CVS-Gaming reserves the right to reproduce, publish and display the results in CVS-Gaming’s portfolios and websites, in galleries, design periods and other media or exhibitions for the purpose of recognizing creative excellence or professional progress, and to be credited with authorship of the results related to such use.
Promotional approval: each party, subject to the reasonable approval of the other, can describe its role in the project on its website and in other promotional and marketing material and, if not expressly objected to this, include a link to the website of the other party.
Confidential information
“Confidential information” of the client contains information that CVS-Gaming should reasonably assume is confidential. The “Confidential Information” from CVS-Gaming includes the source code of all Tools. All material that is considered confidential by both parties is considered confidential. Confidential information will not be disclosed to third parties and will only be used if necessary to implement this agreement. Confidential information does not include information that is already known to the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Relationship between the parties
Independent contractor: CVS-Gamin is an independent contractor. CVS-Gaming will determine, in its sole discretion, how and how the services are performed. No relationship with an agency, partnership, joint venture or employee-employer is intended or created by this agreement. Neither party is entitled to act as an agent or to bind the other party, except as expressly stated in this agreement. CVS-Gaming and the results prepared by CVS-Gaming are not considered a work for rent as defined in copyright law. All rights granted to the client are contractual in nature and are expressly determined by this agreement.
Consultations: CVS-Gaming may use third parties as independent contractors in connection with the services. CVS-Gaming remains fully responsible for compliance by third parties with this agreement.
No exclusivity: This agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature as CVS-Gaming’s and CVS-Gaming has the right to offer design services and to provide them to others, to recruit other clients and to advertise in other ways for the services that CVS-Gaming offers.
Representation and guarantee
By the client: the client declares and guarantees to CVS-Gaming that: (a) To the client’s knowledge, the use of third-party materials does not infringe the rights of a third party; (b) the client must adhere to the terms and conditions of any license agreements that apply to the use of third-party materials; (c) the client obtains all necessary and appropriate rights and licenses to grant CVS-Gaming a license to use materials from third parties.
By CVS-Gaming: CVS-Gaming represents and guarantees to the client that: (a) CVS-Gaming will deliver the services identified in the agreement in a professional and competent manner; (b) CVS-Gaming will provide all necessary rights, titles and interests in and to the end result, including CVS-Gaming Tools, sufficient guarantees for CVS-Gaming to grant the intellectual property rights offered in this agreement; (c) To the knowledge of CVS-Gaming, the results will not violate the rights of third parties; (d) If the client or third parties change the results or use the results outside the scope or purpose of this agreement, all statements and guarantees of CVS-Gaming are invalid with the exception of the express statements and guarantees mentioned in this agreement, gives absolutely no guarantee whatsoever. CVS-Gaming explicitly disclaims all other warranties, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or governmental rules or rules that apply to the project.
Disclaimer and liability
By client: the client indemnifies CVS-Gaming for all damages, liabilities, costs, losses, costs or lawyers’ fees that arise from any claim, claim or action from a third party that results from a breach of the client’s responsibilities or obligations, representations or guarantees under this agreement. CVS-Gaming will immediately inform the client in writing of any claim or lawsuit from third parties. The client has the right to fully control the defense and possible settlement of such a claim or lawsuit.
By the developer: in the event of a lawsuit or proceeding based on a claim that the results violate the intellectual property rights of the third party and it is determined that such an infringement has occurred, CVS-Gaming may replace all infringing content with infarct at its own expense content.
Limitation of liability: the services and work product of CVS-Gaming are sold “as is”, under all circumstances, the maximum liability of CVS-Gaming, its directors, officers, employees, consultants and partners, to the client for damage to any and all causes and the maximum legal remedy of the client, regardless of the form of action, whether in contract, tort or otherwise, are limited to the net profit of CVS-Gaming. CVS-Gaming is in no way liable for lost data or content, loss of profit, business interruption or for indirect, incidental, special, consequential, exemplary or criminal damage as a result of or in connection with the materials or services provided by CVS-Gaming.
Term and termination
Duration: this agreement starts when both parties sign and will continue until the project is completely delivered, or until the agreement is terminated.
Termination due to one of the reasons: either party may terminate this agreement at any time, fourteen days’ prior written notice if the other party does not fulfill its material responsibilities or obligations under this agreement and does not remedy this breach within that fourteen-day period.
Termination due to insolvency: either party may terminate this agreement at any time, provided that the other party is notified of this in writing, if the other party ceases the normal course of its activities; carries out an assignment for the benefit of creditors; is liquidated or otherwise resolved; becomes insolvent; submit a bankruptcy application; or a recipient, administrator or depositary is appointed for it.
Termination by mutual agreement: this agreement can be terminated by the mutual consent of the parties.
Termination for convenience: either party may terminate this agreement at any time and for any reason on fourteen days’ prior written notice to the other party. If the client terminates the agreement under this section, CVS-Gaming will, at the client’s discretion, complete all work assigned or planned during the notice period in accordance with the terms and conditions of this agreement.
Termination fees: In the event of termination, the client pays CVS-Gaming for the services performed up to and including the date of termination amounting to a proportional part of the fees due. The client will pay all costs, fees and additional costs incurred by and up to the date of termination.
Intellectual property: if the client cancels and receives full payment of the fee, CVS-Gaming grants the client’s right and title as provided in this agreement with respect to those results and materials provided and accepted by the client from the date of termination.
Confidential information: when this agreement expires or ends: (a) each party shall return the confidential information of the other party or destroy it at the request of the disclosing party; and (b) all rights and obligations with regard to confidential information remain.
Rights end result
License: CVS-Gaming grants the client a non-exclusive, perpetual and worldwide license to use and display the end result in accordance with this agreement. The rights granted to the client only apply to the use of the end result in its original form. The client may not change, create derivative works or extract parts of the end result.
Liquidation for use without license: additional use of the specified files by the client outside the scope of the license granted above requires additional costs. CVS-Gaming is entitled to a further reimbursement equal to fifty percent of the total original project amount, unless otherwise agreed in writing by both parties. In the event of non-payment, CVS-Gaming has the right to use all legal remedies and fairness.
Support Service
No adjustments: CVS-Gaming does not provide a guarantee period or maintenance period if adjustments are made to the end result outside normal circumstances.
Warranty period: during the first twelve months after the expiry of this agreement, CVS-Gaming will provide a maximum of five hours of support services without additional costs for the client. Supporting services means commercially reasonable technical support and assistance to maintain and update the results, including correcting any errors or defects. Requests for extra support are invoiced on the basis of time and materials at the CVS-Gaming project rate.
Maintenance period: at the end of the guarantee period and at the client’s discretion, CVS-Gaming will provide support services for the following three months at the project rate of CVS-Gaming , after these three months CVS-Gaming has the right to set a new rate.
No improvements: the services during the warranty period and the maintenance period do not include improvements to the project or other services that fall outside the scope of the proposal.
Improvements
During the maintenance period, the client may request that CVS-Gaming develop improvements to the results. CVS-Gaming will make commercially reasonable efforts to prioritize CVS-Gaming ‘s resources to make such improvements. The client understands that CVS-Gaming may have existing obligations that may delay the requested improvements. CVS-Gaming will ensure that all improvements are provided on a time and material basis at the CVS-Gaming project rate.
Changes: Changing any results is prohibited without the express permission of CVS-Gaming. CVS-Gaming will be given the first opportunity to make the necessary changes. Unauthorized changes are an additional use and will be charged accordingly.
Dispute settlement
Negotiation: Parties agree to attempt to resolve a dispute through negotiation between the parties.
Arbitration / Mediation: If the parties cannot resolve the dispute through negotiation, either party may initiate mediation and / or binding arbitration on a forum that is mutually agreed by the parties.
Disputes: in all other circumstances, the parties specifically agree with the local, state and federal courts in the Netherlands. The parties waive the jurisdiction or revenge that is available and further permission for service by mail.
Legal costs: the winning party has the right to reclaim the fees and costs of the lawyer in disputes settled through binding arbitration or lawsuits.
General
Change / waiver: changes to this agreement must be in writing and signed by both parties. Failure by a party to respect any right or attempt to remedy an infringement of this agreement will not be construed as a waiver of such rights, nor will a waiver by either party in one or more cases understood as a continuing waiver or as a waiver of any other violation.
Notices: all notifications under this agreement will be made in writing by:
(a) Fax, E-mail, Letter, Discord or WhatsApp with acknowledgment of receipt;
(b) Certified or registered shipments, with a request for acknowledgment of receipt. Notification becomes effective upon receipt, or in the case of e-mail or fax, upon acknowledgment of receipt.
No allocation: rights or obligations under this agreement may not be transferred, transferred or encumbered without the prior written consent of the other party.
Applicable law: Dutch law applies to this agreement. All disputes arising from or in connection with this agreement will be submitted exclusively to the competent court in the Netherlands.
Severability: if any provision of this agreement is declared invalid or unenforceable, the remainder of this agreement will remain in full force and effect. Where possible, the invalid or unenforceable provision must be interpreted in such a way that it is effective and valid in accordance with applicable law.
Full agreement: this agreement is the full knowledge of the parties and replaces all previous agreements and documents regarding the subject matter of this agreement.
Modify
Right: CVS-Gaming reserves the right to change the information offered, including the text of these general terms and conditions, at any time without further notice.
Publication: CVS-Gaming will inform all current customers of the new general terms and conditions, for the projects that are running the general terms and conditions that were the most recent on the date of signature apply.
Older revisions: older versions of the general terms and conditions can be requested from CVS-Gaming.