15.1. If any provision of these general terms and conditions is declared void or is annulled, the remaining provisions of these general terms and conditions shall remain in full force and Creative Vibes and the client shall consult in order to agree on new provisions to replace the void or annulled provisions, while taking into account the purpose and intent of the void or annulled provision as much as possible.
15.2. If the client includes provisions or conditions in their order that deviate from, or are not included in, these terms and conditions, they shall only be binding on Creative Vibes if and insofar as they have been expressly accepted in writing by Creative Vibes.
15.3. Creative Vibes shall endeavor to take appropriate technical and organizational measures to secure personal data against loss or any form of unlawful use by third parties.
15.4. Any deviations made by Creative Vibes from the General Terms and Conditions on its own initiative shall not entitle the client to any rights.
15.5. Both the client and Creative Vibes are obligated to maintain confidentiality regarding all information obtained in the context of the agreement.
15.6. Any purchasing or other conditions of the client are not applicable.
15.7. Rights and obligations arising from an agreement may only be transferred by the client to a third party with the written consent of Creative Vibes.
15.8. Dutch law shall exclusively apply to all legal relationships in which Creative Vibes is a party.
15.9. The client and Creative Vibes shall first attempt to settle any disputes amicably and through mutual discussion before resorting to legal action.
15.10. Unless mandatory legal rules dictate otherwise, the competent court in the District of The Hague shall have exclusive jurisdiction to hear disputes between Creative Vibes and the client.
Article 15. OTHER PROVISIONS AND APPLICABLE LAW
14.1. Creative Vibes will strive to achieve the intended result agreed upon in the quotation during the execution of the agreement to the best of its ability. If, in the opinion of the client, the delivered results do not correspond to the intended result agreed upon in the quotation, the client and Creative Vibes will enter into discussions to ensure that the delivered results meet the intended objectives.
14.2. In addition to what is stipulated in Article 14.1, the costs for additional work as referred to in that article will be invoiced to the client in accordance with Creative Vibes' standard rates, unless the client can reasonably demonstrate, in the view of Creative Vibes, that the deviations in the result are due to the deficient execution of the agreement on the part of Creative Vibes.
14.3. If it is established that the deficiencies in the services and/or products to be provided by Creative Vibes are attributable to Creative Vibes, the client shall not be entitled to compensation or termination of the agreement, except as provided in these terms and conditions.
Article 14. CONFORMITY
13.1. If the agreement concerns the periodic or otherwise regular provision of services, the agreement is entered into between the parties for an indefinite period until terminated, unless otherwise agreed.
13.2. The right of the client to terminate the agreement prematurely is excluded, without prejudice to the provisions set forth in these general terms and conditions.
13.3. Hourly-based assignments are entered into without a notice period. The client commissions Creative Vibes for a determined number of hours. This collaboration can be terminated by both parties without observing a notice period.
13.4. Both parties, the client as well as Creative Vibes, shall only be entitled to terminate the agreement if the other party, after a proper and detailed written notice of default stating a reasonable period for remedying the breach, fails to fulfill the essential obligations under the agreement.
13.5. In exception to the provision in Article 8.2, Creative Vibes may terminate the agreement in whole or in part without notice of default and without judicial intervention by written notice with immediate effect if urgent reasons arise, including but not limited to the following cases:
- provisional suspension of payments is granted to the client;
- bankruptcy proceedings are initiated or declared against the client;
- there is reason to suspect that the client will not be able to meet its payment obligations upon renewal of the agreement;
- the client acts in violation of public order or good morals, or any obligation arising from the agreement with Creative Vibes;
- the client infringes on the rights of third parties;
- the client acts in violation of reasonable guidelines or instructions from Creative Vibes;
- the client fails to respond to correspondence by email, telephone, and/or written communication, whether or not registered;
- in case of recurring payment problems.
Creative Vibes shall not be liable for any damages due to this termination, as specified in Article 13.4.
13.6. If, at the time of termination as referred to in Articles 13.3 and 13.4, the client has already received performance under the agreement, these performances and the related payment obligation shall not be subject to cancellation. Amounts invoiced by Creative Vibes before the termination in connection with what it has already performed or delivered under the agreement remain due and payable immediately upon termination, without prejudice to the provisions of the preceding sentence.
13.7. Creative Vibes reserves the right to amend its general terms and conditions 3 months after entering into an agreement with the client, including for existing agreements. If Creative Vibes decides to amend the terms and conditions, it shall inform the client accordingly. Subsequently, the client is free to terminate the agreement from the moment the new general terms and conditions come into effect or up to a maximum of 7 days after the new general terms and conditions come into effect.
ARTICLE 13. DURATION OF AGREEMENT AND TERMINATION
12.1. Creative Vibes is not obliged to fulfill its obligations under the agreement if performance has become impossible due to force majeure. If the force majeure persists for a period of 90 days, both parties are entitled to terminate the agreement. Any performance already rendered under the agreement shall then be settled proportionately.
12.2. Creative Vibes relies on the cooperation, services, and deliveries of third parties in its activities, over which Creative Vibes has little or no influence. Therefore, Creative Vibes cannot be held liable in any way for any damages arising from a situation in which the failure is due to a third party with whom Creative Vibes has entered into an agreement.
12.3. In addition to the provisions of clause 12.1, force majeure also includes everything that has been accepted in law and jurisprudence.
ARTICLE 12. INTERRUPTION OF SERVICES AND FORCE MAJEURE
At Creative Vibes, we often receive requests from clients for the delivery of open files. These open files are the files in which we create the final product. While we understand the request, we cannot fulfill it free of charge.
When requesting or delivering files, you encounter regulations similar to those for any physical product. Intellectual property rights play a crucial role in this context. These rules and rights are automatically applicable in the Netherlands to protect creative work and its creators. Based on these rules, the client does not have the right to the open files but does have the right to the files that constitute the final product.
WHY THE COPYRIGHT LAW?
The Copyright Law exists for good reasons. Thanks to these regulations, we at Creative Vibes can take responsibility for our products because they cannot be altered or misused easily. This not only protects our own reputation but, more importantly, that of our clients. It prevents incorrect or unauthorized products from reaching the client, which is crucial for us as a design agency.
BUT AS A CLIENT, HAVEN'T I PAID?
That's correct. In this case, the client pays for the usage rights of the design and for obtaining a file with which the design can be used in both digital and physical manifestations (the final product). However, the files used to create these manifestations, such as those in Photoshop or other design programs, remain the property of Creative Vibes. This is akin to an artist retaining their canvases, paints, and brushes and only selling the painting itself. The artist knows how to use their tools to create the final product, while the buyer of the painting usually does not. Another analogy is a baker who sells the bread but is not obliged to provide the ingredients when the customer enjoys the bread.
In creative work, such as graphic design, there is only one author, and that is the designer or creator of the product. This makes the designer (in this case, Creative Vibes) the rightful owner. Therefore, Creative Vibes has the right to determine what happens with the product. These rights can be transferred, similar to other economic goods. In essence, the client pays for the right to use the design.
STILL NEED THE OPEN FILES?
If you as a client still want to obtain the open files, the price depends on various factors, including the original costs of the project, the intended use of the open files, and how they will be utilized. Providing open files incurs significantly higher costs than when Creative Vibes makes adjustments to the original design.
For the delivery of open files, we charge 10% of the total amount of the originally agreed collaboration.
We strive to carefully archive all manifestations. If you have any questions about our work and the manifestations, please feel free to contact us for consultation. We are confident that together we can find a suitable solution. At Creative Vibes, customer satisfaction is always our top priority.
ARTICLE 11 - OPEN FILES
10.1. Every agreement between Creative Vibes and the customer can be characterized as a best efforts agreement. Consequently, Creative Vibes can never be held liable for unachieved results.
10.2. If, contrary to Article 10.1, Creative Vibes is nevertheless held liable, any liability is limited to compensation for direct damages up to a maximum of 1 time the amount of the price agreed upon for that agreement (excluding VAT). This amount shall not exceed €3,000, and in any case shall at all times be limited to the amount paid by the customer for the last invoice. In the case of a continuous agreement, any liability is limited to compensation for direct damages up to the amount of the last invoice paid by the customer.
10.3. In addition to Article 10.2, Creative Vibes is only liable for direct damages. Direct damages are exclusively understood to mean:
- reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms;
- any reasonable costs incurred to make the defective performance of Creative Vibes comply with the agreement, insofar as these can be attributed to Creative Vibes;
- reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to the limitation of direct damage as referred to in this article.
10.4. Creative Vibes excludes any liability for indirect damages resulting from the use of services and/or products provided by Creative Vibes, except in situations where the damage is attributable to intent or gross negligence on the part of Creative Vibes.
10.5. Creative Vibes is never liable for: consequential damages, damages due to missed savings, damages due to business interruption, loss of profits, and damages arising from loss of data during the performance of the agreement.
10.6. The customer indemnifies Creative Vibes against all claims for damages that third parties may assert in respect of damage that has arisen in any way from the unlawful or negligent use of the products and services delivered by Creative Vibes.
10.7. Creative Vibes is never liable for the manner in which the customer has accessed or received the information.
Article 10. LIABILITY
9.1. Intellectual Property at Creative Vibes. All intellectual property rights to all software developed or made available under the agreement, websites, documentation, reports, quotations, as well as preparatory materials thereof, photos, designs, sketches, drawings, illustrations, etc., exclusively belong to Creative Vibes unless otherwise agreed in writing.
9.2. Rights of Use for the Customer. The customer only obtains the rights of use and powers expressly granted by these general terms and conditions or otherwise, and for the rest, he shall not reproduce the software or other materials or make copies thereof.
9.3. Ownership Indications. The customer is not permitted to remove or modify any indications regarding copyrights, trademarks, trade names, or other intellectual property rights from the software, websites, documentation, reports, quotations, or materials.
9.4. Restrictions on Duplication and Exploitation. The customer is not allowed to duplicate, disclose, or exploit any (part of) software, websites, documentation, reports, or quotations unless expressly granted written permission by Creative Vibes or its licensor(s).
9.5. Reservation of Ownership at Creative Vibes. All intellectual property rights to all documentation, advice, reports, quotations, strategies, photos, texts, websites, website codes, designs, as well as preparatory materials developed or made available in the context of the services, exclusively belong to Creative Vibes unless otherwise agreed in writing.
9.6. Restrictions on Use of Products and Services. The products and/or services delivered by Creative Vibes may not, in whole or in part, be duplicated or resold unless otherwise agreed in writing.
9.7. Ownership of Website Content. All copyrights and intellectual property rights to creations of the human mind developed by Creative Vibes are and remain the exclusive property of Creative Vibes unless the rights are bought out or otherwise agreed.
9.8. Customer Content. All information published by the customer via the products provided by Creative Vibes remains the property of the customer.
9.9. Responsibility for Customer Content. Creative Vibes is not responsible for any information/content that the customer places on Creative Vibes' servers. If the information/content posted by the customer in any way infringes on the rights of third parties or violates laws and regulations, the customer will indemnify Creative Vibes against any claims for damages that third parties may make as a result of this action by the customer.
9.10. Copyright Infringement. Any action that violates Article 9.2 and Article 9.3 is considered copyright infringement.
9.11. Compensation for Infringement. In case of infringement, Creative Vibes is entitled to compensation amounting to at least twice the license fee charged by it for such use without losing the right to any damages.
9.12. Sub Licenses for Plugins. If necessary, upon delivery of the services, the customer will receive sub-licenses for the use of plugins installed by Creative Vibes on the website. These sub-licenses are valid as long as the agreement between Creative Vibes and the customer lasts. Upon or after the termination of the agreement, these sub-licenses expire.
ARTICLE 9. RESERVATION OF OWNERSHIP & INTELLECTUAL PROPERTY
8.1. The customer's payment obligation commences on the day the agreement is concluded.
8.2. All invoices issued by Creative Vibes must be paid by the customer within 14 days of the invoice date, unless otherwise agreed upon in writing. Creative Vibes offers the option to pay invoices in previously agreed installments. Orders placed through the website are settled online immediately.
8.3. If the customer fails to meet their payment obligation on time, they are automatically in default without the need for further notice. In such cases, a debt collection process will commence immediately.
8.4. In case of non-timely payment, Creative Vibes may decide to suspend its activities until the payment is received. If non-timely payment occurs regularly, Creative Vibes may decide to unilaterally terminate the contract.
8.5. In the event of non-timely payment, the customer is liable, in addition to the amount due plus statutory (commercial) interest, for full compensation of both extrajudicial and judicial collection costs, including costs for lawyers, attorneys, bailiffs, collection agencies, and any legal proceedings in court or appellate court.
8.6. The payment claim becomes immediately due and payable if the customer is declared bankrupt, applies for a moratorium on payments, has assets seized, dies, enters into liquidation, or is dissolved.
8.7. In the above cases, Creative Vibes also has the right to terminate or suspend execution of the agreement or any part thereof without notice or judicial intervention, without the customer being entitled to compensation for any resulting damages.
8.8. The customer may raise objections to invoices sent by Creative Vibes no later than 7 days after the invoice date by providing written notice to Creative Vibes. Upon receipt of the objection, Creative Vibes will conduct an investigation into the accuracy of the invoiced amount. Objections to invoices do not suspend the customer's payment obligation.
8.9. All products and services provided by Creative Vibes remain the property of Creative Vibes until all amounts due from the customer to Creative Vibes have been paid in full.
ARTIcle 8. payment
7.1. The delivery time to be applied by Creative Vibes varies for each assignment and is determined in consultation with the client. The delivery time specified by Creative Vibes begins after the conclusion of the agreement and upon receipt of all necessary data and/or materials from the client.
7.2. A delivery time set by Creative Vibes can never be considered a strict deadline. Simply exceeding a delivery time does not automatically put Creative Vibes in default.
7.3. In the event of a delay in delivery exceeding 30 days, the client shall only be entitled to terminate the agreement if Creative Vibes, after a proper and detailed written notice of default stating a reasonable period for remedying the default, fails to perform its essential obligations under the agreement.
7.4. The client is obligated to take the necessary steps to enable timely delivery by Creative Vibes, including providing complete, correct, and clear data in a timely manner as specified in Article 6.2.
7.5. If the client fails to provide the required data to Creative Vibes in a timely manner and as a result, the execution of the assignment is delayed, any resulting additional costs shall be borne by the client.
7.6. If the delivery by Creative Vibes is unexpectedly delayed, Creative Vibes will notify the client of this as soon as possible by email.
7.7. Creative Vibes' delivery obligation shall be deemed fulfilled, unless proven otherwise, once the items delivered by Creative Vibes have been offered to the client at least once.
7.8. The final delivery of the website or other design work (such as branding packages) will only take place upon full payment of the invoice sent to the client.
ARTICLE 7. DELIVERY AND DELIVERY TIME
6.1. The customer must, in principle, comply with the provisions set out in these conditions, unless otherwise agreed.
6.2. The customer must provide Creative Vibes with all correct data that the customer can reasonably foresee as necessary for the proper performance of the agreement. The customer is in any case obliged to inform Creative Vibes immediately of any changes in personal data, company data, or other information requested by Creative Vibes.
6.3. If, as an exception to Article 6.2, the data necessary for the performance of the agreement is not provided to Creative Vibes in a timely manner, Creative Vibes has the right to suspend the performance of the agreement and/or charge the customer for any additional costs resulting from the delay.
6.4. The customer must promptly notify Creative Vibes in writing of any changes in name, address, email, and, if requested, his/her bank account number.
6.5. In case of complaints about the services and/or products delivered by Creative Vibes, the customer must make these complaints known to Creative Vibes within 7 days of delivery of the service and/or product, but no later than one month after the completion of the website, with the exception of Article 5.8. Creative Vibes aims to handle the complaint within 48 hours. The customer indemnifies Creative Vibes from all legal claims arising from delivered services and/or products one year after delivery.
6.6. The customer must make backup copies of all materials/data as described in Article 6.2 that Creative Vibes needs for the performance of the agreement. In case of loss of these materials/data, Creative Vibes is not liable for any resulting damages.
6.7. When Creative Vibes provides login credentials to the customer, the customer is responsible for these credentials. Creative Vibes is not liable for misuse or loss of the login credentials and may assume that the customer is the one logging in using the provided login credentials.
6.8. The customer is obliged to maintain confidentiality of all confidential information obtained in the context of the agreement between the customer and Creative Vibes during the collaboration or from other sources. Information is considered confidential if disclosed by the other party or if this is evident from the standards of reasonableness and fairness.
6.9. The customer can revoke an agreement relating to the purchase of a product or service within 14 days without giving any reason. Creative Vibes may ask for the reason for revocation, but may not require the customer to provide reasons for cancellation.
6.10. The withdrawal period mentioned in Article 6.9 starts on the day after the customer has received the product or has used the service.
During the withdrawal period, the customer will handle the product and its packaging with care. The customer may only inspect and use the product as he would be able to do in a store.
6.11. If the customer exercises the right of withdrawal, he must notify Creative Vibes within the cooling-off period.
6.12. If the customer exercises the right of withdrawal, all additional agreements are automatically terminated.
6.13. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the customer.
6.14. Creative Vibes may exclude products and services from the right of withdrawal, this will be indicated to the customer in the offer and again in a timely manner before concluding the agreement.
ARTICLE 6. RIGHTS AND OBLIGATIONS FOR THE CUSTOMER, AND THE RIGHT OF WITHDRAWAL
5.1. Creative Vibes guarantees that the assignment provided to it will be carried out to the best of its ability, applying sufficient care and craftsmanship.
5.2. Creative Vibes endeavors to secure the data stored by Creative Vibes for the client in such a way that this data is not available to unauthorized persons.
5.3. In case of complaints communicated by the client regarding the services and/or products delivered, Creative Vibes shall enter into consultation with the client to find a suitable solution for both parties.
5.4. Creative Vibes is entitled to place a credit line on or in delivered products and/or services. The client is not entitled to remove this credit line, except in cases where Creative Vibes has expressly given permission for its removal.
5.5. In addition to what is stipulated in article 5.4, Creative Vibes is also entitled to publish the client's data for promotional purposes on the Creative Vibes website and/or other promotional materials of Creative Vibes.
5.6. Creative Vibes is obliged to maintain confidentiality regarding all confidential information that it has obtained from the client in the context of the agreement between the client and Creative Vibes during the collaboration or from other sources. Information shall be deemed confidential if it has been communicated by the other party or if this is evident from the standards of reasonableness and fairness.
5.7. Creative Vibes reserves the right to provide the client with non-editable files. The client may not make changes to the logo and/or the corporate identity as delivered by Creative Vibes.
5.8. Creative Vibes is not liable for the use and operation of software, plugins, themes, or applications that have not been used and/or installed by Creative Vibes.
5.9. Creative Vibes reserves the right to invoice in pre-agreed installments. The first invoice for 50% serves as a deposit. The second invoice for the remaining 50% will be invoiced upon delivery of the website or other design work.
5.10. Creative Vibes collaborates virtually with its clients. If the client indicates a desire to collaborate or discuss on-site, an appointment can be scheduled in consultation with Creative Vibes. Any costs for reserving/using this external location and travel expenses shall be borne by the client.
ARTICLE 5. RIGHTS AND OBLIGATIONS FOR CREATIVE VIBES
4.1. An agreement is concluded from the moment the customer communicates in any way the acceptance of an offer to Creative Vibes.
4.2. After the conclusion of an agreement, it can only be amended with mutual consent.
4.3. After the conclusion of an agreement, Creative Vibes will proceed to execute the services within a reasonable time.
4.4. Creative Vibes has the right to have certain services performed by third parties (in connection with texts, images, illustrations, web hosting) without having to inform the customer thereof. If additional costs are incurred due to the performance of services by third parties, these will be passed on to the customer after consultation.
4.5. Changes to the originally concluded agreement between the customer and Creative Vibes are only valid from the moment these changes are accepted by both parties through an additional or amended written agreement.
4.6. If the customer wishes to terminate or cancel an agreement with Creative Vibes, he is entitled to do so only if he compensates for the work done up to that point or, in case of cancellation, 30 percent of the fee agreed upon in the order confirmation. Work carried out by a third party is not covered by the 30% fee and will be charged separately.
4.7. If, due to circumstances unknown at the time of the offer or order confirmation, Creative Vibes has to perform more work than agreed upon in the offer or order confirmation, Creative Vibes is entitled to charge the resulting additional costs to the customer. If the customer objects to the additional costs Creative Vibes wishes to charge, the customer has the right to cancel the not yet executed part of the assignment, while being obliged to compensate Creative Vibes for the work carried out so far.
ARTICLE 4. AGREEMENT AND ADDITIONAL WORK
3.1. Quotations from Creative Vibes are valid for the period indicated in the quotation. If no period is specified, the quotation is valid for 14 days after the date of issue.
3.2. Creative Vibes will specify in the quotation the services offered and the amounts owed by the customer upon acceptance of the quotation.
3.3. If it appears that the data provided by the customer in the request or agreement was incorrect, Creative Vibes has the right to adjust the prices and other conditions accordingly.
3.4. Creative Vibes reserves the right to invoice the customer a deposit of 50% of the total order before the order is executed.
3.5. All prices communicated by Creative Vibes are in euros, excluding VAT, excluding shipping costs, travel time, travel expenses, and other specified levies and/or fees, unless expressly stated otherwise.
3.6. Quotations and/or special offers do not automatically apply to follow-up orders.
3.7. Creative Vibes reserves the right to change prices during the term of the agreement. If the prices of offered products increase after the conclusion of the agreement, the customer is entitled to cancel the agreement as of the date the price increase takes effect. Price increases resulting from a legal regulation or provision are excluded.
3.8. Creative Vibes reserves the right to annually increase prices by a percentage equal to the increase in the consumer price index determined by CBS. This price increase does not entitle the customer to terminate the agreement.
3.9. The quotation will specify the number of revisions the customer is allowed to make within the scope of the order.
3.10. Creative Vibes is not liable and/or responsible for errors in the quotation when the customer could reasonably understand that the quotation, or a part thereof, contains an obvious mistake, clerical error, or typographical error.
ARTICLE 3. QUOTATIONS AND OFFERS
2.1. These general terms and conditions apply to all offers made by Creative Vibes, quotations issued, agreements concluded, services rendered, other actions taken, and invoices, unless otherwise agreed upon in writing.
2.2. By signing an agreement or order confirmation with Creative Vibes, or by agreeing via the website or via email, the client declares that they have taken note of these general terms and conditions of Creative Vibes and that they agree to these terms.
2.3. In case of conflict between these general terms and conditions and agreements made in a contract, the provisions of the contract prevail.
2.4. These conditions also apply to actions of third parties hired by Creative Vibes regarding the execution of the delivery or service.
2.5. The applicability of the client's general terms and conditions is rejected by the use of these general terms and conditions.
ARTICLE 2. APPLICABILITY
Creative Vibes is a creative company, located at Professor Rankestraat 17, 9713GC, Groningen. We are registered with the Chamber of Commerce under number 73766453.
1.2. Client: The natural person or legal entity that has entered into an agreement with Creative Vibes.
1.3. General Terms and Conditions: The entirety of the provisions as included herein.
1.4. Services: All services performed by Creative Vibes for the client, including but not limited to: designing logos, flyers, branding components, websites, and social media visuals for businesses.
1.5. Products: All products provided by Creative Vibes to the client, including but not limited to: selling printables, cards, social media, and website templates.
1.6. Agreement: The agreement between Creative Vibes and the client pursuant to which Creative Vibes will perform the service or deliver the products.
ARTICLE 1: ABOUT CREATIVE VIBES
creative vibes
GENERAL TERMS AND CONDITIONS