The following terms and conditions are applicable to all entities supplied by Whittle-ICT, unless otherwise explicitly stated in a written agreement. In signing an agreement with Whittle-ICT you declare your knowledge of and agreement with the following terms and conditions.
a. Client : the individual or legal entity entering into an agreement with Whittle-ICT for the supply of products and/or services.
b. Media product : a combination of media through which information can be communicated, including digital images, videos, computer programs, databases and other media.
c. Agreement : a mutual acceptance which is entered into by writing, electronic communcation or verbal means leading to a supply of services or products by Whittle-ICT.
a. These terms and conditions are applicable to all offers, quotes, products and services issued and agreements entered into by Whittle-ICT.
b. By signing an agreement with Whittle-ICT the client signifies knowledge of and agreement with these terms and conditions.
c. Deviance from these terms and conditions for the scope of any agreement is only possible where explicitly agreed to in written form by all parties participating in said agreement.
3. Offer and acceptance
a. All quotes and price indications by Whittle-ICT are non-binding unless otherwise stated in writing or by email by Whittle-ICT.
b. Quotes and price indications by Whittle-ICT are valid for one month unless otherwise stated by Whittle-ICT. Invoicing takes place upon the basis of said quote or price indication.
c. Changes to an agreement entered into by Whittle-ICT and a third party are only possible upon written agreement to said changes by all parties involved. Said changes are deemed to be in effect from the moment that involved parties sign said written agreement.
d. The client accepts emails as a legal and binding means of communication.
e. Offers and quotes do not apply to anything other than the single agreement to which they apply.
f. An agreement between Whittle-ICT is in effect from the moment that Whittle-ICT indicates acceptance of said agreement to the client.
a. An agreement will commence at the moment of written or electronic confirmation of such commencement by Whittle-ICT to the client, or at such time that Whittle-ICT has completed agreed work.
b. Only written or electronic amendments or additions to an agreement, validated by all parties involved, are valid.
a. Whittle-ICT will honour the terms of the agreement fully and will complete work to a high standard.
b. Where appropriate, Whittle-ICT reserves the right to allow agreed work to be done by third parties.
c. The client ensures that all information that Whittle-ICT indicates is necessary, or that may be reasonably deemed to be necessary to fulfill its obligations is made available to Whittle-ICT. If omission of the supply of such information impedes Whittle-ICT in carrying out its obligations arising out of an agreement Whittle-ICT may annul said agreement and/or charge extra costs to the client.
d. Whittle-ICT shall not be liable for any damages arising out of the supply of incorrect infromation by the client unless Whittle-ICT should reasonably be deemed to know of the correct information.
e. If the agreement stipulates that work should be delivered in phases, Whittle-ICT reserves the right to delaying commencement of a following phase until client has agreed all work carries out on the current phase.
f. If work is carried out at premises other than those of Whittle-ICT, the client should make all reasonalble necessary facilities available for the completion of the task available to Whittle-ICT and involved third parties.
g. The client absolves Whittle-ICT from all claims from parties for damages arising as a consequence of agreed work.
6. Duration and termination
a. The supply of a media product by Whittle-ICT voor a client is deemed to be a single event and has no duration. Naturally, an agreement may be entered into to determine the time such product shall be supplied.
b. Whittle-ICT has the right to consider an agreement as terminated without legal intervention with immediate effect if the client deviates from or incompletely adheres to said agreement.
c. Whittle-ICT has the right to consider an agreement as terminated without legal intervention with immediate effect should the client be declared bancrupt or under administration of accounts or have a restricted freedom of operation in any way. In such case the client has no claim to damages.
d. Whittle-ICT has the right to consider an agreement as terminated without legal intervention with immediate effect should it appear that the work supplied will be used for intolerant, inflammatory or discriminatory material. In such case the client has no claim to damages.
a. Upon receipt of all necessary materials Whittle-ICT will commence production of the agreed media as soon as possible and will inform the client of the expected delivery date.
b. Media products will be supplied by Whittle-ICT by email, ftp, dvd-rom or other appropriate medium.
8. Force majeur
a. Whittle-ICT accepts no liability when circumstances beyond its control impedes its ability to fulfil its obligations.
b. Should said impeding circumstances be tempoary, Whittle-ICT will attempt to resume fulfilling obligations as soon as possible. Should Whittle-ICT and the client agree that the obligations cannot reasonably be fulfilled, the agreement shall be modified or annulled. Work carried out until the modification or annullment shall be invoiced as usual.
c. Whittle-ICT accepts no responsibility for actions by or events occurring at a hosting provider, register or other third party upon which Whittle-ICT can exert no direct influence.
a. All prices are in euros unless otherwise stated and are exclusive of value added tax (in Dutch: BTW) unless otherwise stated.
b. Whittle-ICT reserves the right to change prices. In the case of persistent or maintainance agreements the price will be communicated to the client at least one month before the price rise, at which point the client may terminate said agreement if so desired.
10. Terms of payment
a. After a quote is signed it achieves the status of a contract. From this moment onwards an agreement to build a media product is in existence between Whittle-ICT and the client and the client is obliged to pay.
b. The client should pay for supplied goods or services upon their delivery. Whittle-ICT will send an invoice for supplied goods or services which the client should pay for within 14 days.
c. Invoices will be payable to Whittle-ICT only.
d. The client has no right to change the amount due.
e. Whittle-ICT may tempoarily suspend delivery of supplied products or goods if payment is not received on time.
f. If a payment is not made on time, the client is automatically and without judicial intervention deemed to be in voilation of the agreement to pay and is liable to pay interest on the outstanding amount. If the client has not paid the full amount due after reasonable reminders have been made Whittle-ICT may involve a third party to redeem the payment, in which case the client will be liable to pay extra legal and extra-legal costs.
g. Should the client disagree with the invoiced amount, then he should immediately and no later than 14 days after the date of the invoice inform Whittle-ICT of the disagreement. Whittle-ICT shall then investigate the issue and if necessary issue an new invoice.
11. Intellectual property
a. No media product supplied by Whittle-ICT may be used in any way other than that which entered into by the agreement by which it is supplied.
b. Whittle-ICT retains ownership of all ideas, concepts and delivered products unless specifically otherwise stated in the agreement. In such cases Whittle-ICT may require a fee. In cases where media ownership is breached, Whittle-ICT may charge a reasonable fee for the recovery of damages arising out of said breach.
c. Whittle-ICT reserves the right to re-use the acquired knowledge in fulfilling a task unless in so doing sensitive information is made available to third parties.
a. Insomuch as Whittle-ICT is reliant on third parties upon which it has little or no influence it accepts no liability for damages arising out of the cooperation of said parties.
b. In case of calculable failure to fulfil obligations arising out of an agreement, Whittle-ICT may only be deemed liable to a reasonable payment equal to the value of the service or product not delivered. Whittle-ICT shall not be liable for any other damages of any kind whatsoever, including damages for lost income or profit.
c. De client absolves Whittle-ICT for any damages claimed by third parties due to illegal or invalid use of products or services supplied by Whittle-ICT.
d. Whittle-ICT accepts no liability for damage arising out of the communication or storage of sensitive material such as passwords.
e. Whittle-ICT is not resposible for the content of material stored upon or within supplied media.
f. The content of the material supplied remains the responsibility of the client. Whittle-ICT accepts no liablity or responsibility as to the moderation or censurship of said material. All authors rights, fees, costs or fines related to said material should be paid by the client.
g. The client is responsible for any damages arising to Whittle-ICT as a result of any shortcomings with regards to his obligations arising out of the agreement and these terms and conditions.
13. Transfer of rights and obligations
a. Neither Whittle-ICT or the client may transfer rights or obligations arising out of an agreement to a third party, unless written agreement is received from the other party.
a. The client should clearly report any complaints or defects in delivered products or goods to Whittle-ICT within 14 days of their delivery. Upon receipt of such a report, Whittle-ICT will immediately try to rectify the defect. If defects are not reported within 14 days of their delivery, all rights to complaint are deemed invalid. Complaints arising out of defects which occur out of wrongly supplied information by the client will also be deemed invalid.
b. The reporting of a complaint does not in any way absolve the client from his obligations.
15. Cessation of supply
a. Whittle-ICT reserves the right to tempoarily withdraw services or access to services or products if a client does not fulfil his obligations arising out of an agreement with Whittle-ICT or acts in a way which is not compliant with these terms and conditions. Where appropriate and reasonable, Whittle-ICT shall inform the client that such behaviour is percieved. The clients obligation to pay is undiminished in these circumstances.
16. Changes to terms and conditions
a. Whittle-ICT reserves the right to change these terms and conditions at any time.
b. Changes are applicable to existing agreements from 30 days after the client is informed of the change in writing.
c. Should the client find the change unacceptable, he may terminate said agreement at the time of the change.
a. Whittle-ICT shall release no personal or sensitive information of a client to a third party unless legally required to do so. This is also the case for any secret information entrusted to Whittle-ICT necessary to fulfilling the agreement.
b. If Whittle-ICT mediates regarding web or media hosting, the client is bound by the conditions stipulated by the host.
c. Should it be necessary, the parties may agree by writing to a change in the agreement. This may alter the date of delivery or the fee charged. Whittle-ICT shall inform the client of any relevant changes.
d. Whittle-ICT is free to refer to the delivered products or services to other parties to promote its activities, unless specifically instructed not to do so by the client.
e. Whittle-ICT reserves the right to make a discrete reference to the Whittle-ICT site on the home page of a supplied site, unless specifically instructed not to do so by the client.
a. Should any of the articles of these terms and conditions be deemed legally invalid, this will not diminish the validity or applicability of the other articles in any way. Whittle-ICT and the client shall, in such circumstance, endeavour to reach agreement as to a replacement for the invalidated article.
b. The agreement between Whittle-ICT and the other party is subject exclusively to Dutch law. Disputes arising from such agreements will also be settled by Dutch law.
c. Disputes shall be resolved by the relevant judiciary in the town of business of Whittle-ICT or that of the other party, to be chosen by Whittle-ICT.