1. Introduction
1.1 Definitions:
1.1.1 Indigo Rain Marketing: The business registered with the Dutch Chamber of Commerce with registration number [xxx].
1.1.2 The Client: Anyone who uses Indigo Rain Marketing’s services and/or enters into an agreement with Indigo Rain Marketing.
1.1.3 Days: Calendar days, unless otherwise indicated.
2. General
2.1 These terms and conditions apply to all activities carried out in the course of business by Indigo Rain Marketing.
2.2 Indigo Rain Marketing reserves the right to amend these Terms and Conditions at any time.
2.3 By entering into an agreement with Indigo Rain Marketing, whether orally or in writing (which includes email and text messaging), the Client acknowledges that they agree to these terms and conditions.
2.4 Invalidity of one provision, or a part thereof, of these terms and conditions does not affect the validity of the remaining provisions.
2.5 The provisions of these terms and conditions, where this is clearly the intention, apply to both parties even after termination of a contract between them.
3. Entering into a contract
3.1 Unless stated otherwise, all quotes by Indigo Rain Marketing are valid for thirty (30) calendar days from the date on which they are made.
3.2 Quotes for more than one activity or service cannot be partially accepted without the explicit reciprocal agreement of Indigo Rain Marketing. If a client wishes to partially accept a quote, Indigo Rain Marketing reserves the right to amend the quote.
3.3 Issued and/or accepted quotes do not automatically count for future requests.
3.4 A contract is concluded when Indigo Rain Marketing acknowledges receipt of an agreement signed by the client, or when the client confirms a request verbally or in writing.
3.5 Amendments to the contract can only be made if both Indigo Rain Marketing and the Client agree to the amendment.
3.6. Indigo Rain Marketing reserves the right to refuse, for whatever reason, to enter into a contract.
3.7 The client agrees that Indigo Rain Marketing will start with a contracted assignment directly after conclusion of the contract. This means that article 7:46d “lid 1 Burgerlijk Wetboek”, which provides for a 7-day cooling-off period for contracts concluded remotely, is not applicable. If, for any reason, Indigo Rain Marketing does not start with the contracted assignment within the 7-day period, the Client will then be entitled, to the extent that Dutch law permits, to cancel the contract without liability within that 7-day cooling-off period.
3.8 When a client enters into an agreement with Indigo Rain Marketing, they warrant that they have the capacity to do so.
4. Rates and payment
4.1 Indigo Rain Marketing will send invoices for all amounts owed by the Client. Invoices may be sent electronically.
4.2 Indigo Rain Marketing reserves the right to invoice a portion of the total amount owed upfront.
4.3 The payment term is fourteen (14) calendar days, unless otherwise agreed in writing.
4.4 If the Client fails to pay an invoice within fourteen (14) days, they are automatically in default, without needing to be notified of such. The consequences of the Client being in default include, but are not limited to, the following:
- The legally prescribed interest rate, or 2%, whichever amount is higher, will be charged on the outstanding amount.
- Indigo Rain Marketing may withhold deliverables until the outstanding amount has been received.
4.5 In case of late payment, Indigo Rain Marketing may cancel the contract without liability or damages, and may claim for any damages incurred as a result of the late payment or due to the cancellation as a result of late or non-payment.
4.6 Disputes regarding the amount of an invoice do not affect the Client’s duty to pay the invoice.
4.7 Unless otherwise indicated, the amounts included in a quote are excluding VAT (in Dutch, “BTW”) and other legislated fees and taxes.
4.8 Indigo Rain Marketing reserves the right to amend their rates.
4.9 A partially paid invoice does not require Indigo Rain Marketing to deliver a proportional part of the contracted work.
5. Delivery of services
5.1 Once the contract has been concluded, Indigo Rain Marketing will render the agreed-upon services with due skill and care. Any completion dates provided by Indigo Rain Marketing will serve as an indication only.
5.2 The client does not derive any right to claim damages from Indigo Rain Marketing failing to meet a deadline.
5.3 The client is responsible for delivering any necessary information and materials in a timely manner. If the client fails to deliver information and/or materials required for completing a project within a reasonable time after this was requested by Indigo Rain Marketing, Indigo Rain Marketing may cancel the contract and/or charge additional fees for costs incurred as a result of the delay.
5.4 Indigo Rain Marketing is not responsible for any damage or harm incurred by the client due to Indigo Rain Marketing relying on incorrect or incomplete information that was provided by the client.
6. Duration and termination
6.1 In the case of ongoing services, the duration for which services are to be rendered will be stated in the contract between Indigo Rain Marketing and the Client.
6.2 If the Client violates the terms and conditions one or more times, Indigo Rain Marketing has the right to temporarily or permanently suspend services to the Client, without restitution of amounts already paid by the Client.
6.3 Indigo Rain Marketing has the right to immediately terminate the contract, without notice and without legal involvement, if the Client files for insolvency, makes payment arrangements with creditors in an attempt to avoid insolvency, is subject to an attachment of property, is the subject of an application for the waiving/forgiveness of debt of a natural person, is placed under curatorship, and/or otherwise loses their legal capacity to act. In this situation, the client cannot claim any compensation or restitution of amounts already paid.
6.4 In addition to the other options contained in these terms and conditions for terminating the contract, Indigo Rain Marketing and the Client can mutually agree to terminate the contract.
7. Liability
7.1 Indigo Rain Marketing will render all services to the best of their ability.
7.2 The Client cannot claim any compensation from Indigo Rain Marketing for any delay in the rendering of services.
7.3 Indigo Rain Marketing is not responsible for any delay, harm, or loss that results from third party system downtime.
7.4 Indigo Rain Marketing’s liability is limited to direct damages that result from a shortcoming on their part, and such direct damages are limited to the highest invoiced amount related to the affected part of the agreement. However, in no case will the liability exceed 1000 euros (excluding VAT). Direct damages mean:
- Material damage.
- Reasonable costs incurred in the process of trying to prevent or minimize direct damages.
- Reasonable costs incurred in establishing the cause of the damage, the liability, the direct damages, and the manner of repair.
7.5 Damages for which Indigo Rain Marketing can be held liable must be reported by the client to Indigo Rain Marketing in writing as soon as possible, and at the latest within seven (7) calendar days. Damages not reported within this period will not be compensated, unless the Client proves that it was not possible for them to send a notification of the damages earlier.
7.6 Neither Indigo Rain Marketing nor the Client can be held liable for a failure to perform their obligations as a result of force majeure. Force majeure includes, but is not limited to, disruption to necessary online services and/or platforms, disruption to the electricity supply, natural disasters, fires, floods, cybersecurity breaches, government measures, disruptions to communications networks, riots, strikes, war, threat of war, health epidemics, and other similar events. Each party is obliged to make a reasonable effort to mitigate the effects of a force majeuere event.
7.7 All claims for damages will be extinguished within one (1) year of the claim coming into being.
7.8 Indigo Rain Marketing cannot be held liable for consequential loss. Consequential loss includes, but is not limited to:
- loss and/or damage of data
- loss of profit/loss of revenue
- loss of business
- loss of anticipated savings
- any similar financial loss
- loss of goodwill/reputation
- damage as a result of claims from third parties
- incidental, indirect, punitive, or exemplary damages of any kind
- any loss not covered in 7.4 above
7.9 Indigo Rain Marketing is not liable for any loss resulting from their reliance on incorrect and/or incomplete information provided by or on behalf of the Client.
7.10 The Client indemnifies Indigo Rain Marketing against any loss sustained by third parties that suffer damages in relation to the carrying out of the contract.
8. Intellectual property
8.1 All intellectual property produced and/or delivered by Indigo Rain Marketing in terms of the contract remains the property of Indigo Rain Marketing until the Client has fulfilled all their obligations in terms of the contract.
8.2 The Client is responsible for doing everything within their power to protect Indigo Rain Marketing’s intellectual property rights.
8.3 If a third party makes any claim against the intellectual property of Indigo Rain Marketing, as created in relation to the contract, the Client is obliged to notify Indigo Rain Marketing immediately.
8.4 All content created by Indigo Rain Marketing may be used by Indigo Rain Marketing for their own promotional and/or portfolio purposes, unless otherwise agreed in writing.
9. Complaints
9.1 The Client is responsible for notifying Indigo Rain Marketing in writing of any visible defects within eight (8) calendar days. Failure to do so will result in the claim against Indigo Rain Marketing expiring.
9.2 With regard to latent defects, the Client is responsible for notifying Indigo Rain Marketing of the complaint in writing within eight (8) days of the date when the defect was discovered, could have been discovered, or reasonably should have been discovered. If the Client fails to do this, the claim against Indigo Rain Marketing expires.
9.3 If the complaint is valid, it will be rectified in consultation with the Client.
9.4 Complaints do not affect the Client’s obligations in terms of the contract.
10. Communication and privacy
10.1 The copy of communication held by Indigo Rain Marketing serves as proof thereof, unless the client can prove otherwise.
10.2 Electronic communication is deemed to be received at the time it was sent, unless the contrary can be proved by the Client. If the communication is not received by Indigo Rain Marketing due to technical problems on the Client’s side, the risk falls with the Client, even if the technical problems were the responsibility of a third party and/or if the communication channel is hosted by a third party.
10.3 The personal information of the Client will be used only to contact the Client in relation to services enquired about, and to carry out the obligations in the contract.
10.4 The client’s personal information will not be shared with third parties without the Client’s written consent, unless required by law.
10.5 Indigo Rain Marketing and the Client are obliged to keep secret any confidential information they acquire about each other during the course of their working relationship. They are also obliged to use the confidential information only for the purposes for which it was shared. They must also extend these obligations to their employees and any third parties they engage.
10.6 Information is regarded as confidential when at least one of the parties identifies it as such.
11. Jurisdiction
11.1 Agreements entered into and disputes arising between between Indigo Rain Marketing and the Client will be governed by Dutch law.
