Algemene voorwaarden

In these General Terms and Conditions, the following definitions apply:

Triangle Tunes: Triangle Tunes established in Amsterdam.

Client: the natural person or legal entity who has commissioned Triangle Tunes to perform work or to provide services and/or products.

Parties: Triangle Tunes and the client

All offers, deliveries and services of Triangle Tunes are exclusively subject to these General Terms and Conditions.

Special stipulations that deviate from or supplement these terms and conditions are only binding if agreed in writing and only apply on a case-by-case basis.

Unless otherwise stated by Triangle Tunes, every offer from Triangle Tunes is valid for 60 calendar days.

The mere issue of a quotation, budget, estimate or similar statement, whether or not indicated with a quotation, does not oblige Triangle Tunes to conclude an agreement with the client.

An agreement between the parties is concluded the moment Triangle Tunes starts executing the assignment.

Agreements only bind Triangle Tunes after and insofar as these have been confirmed in writing by Triangle Tunes.

Every agreement is performed by Triangle Tunes to the best of its knowledge and in accordance with the requirements of good workmanship. Since the application of activities, studies and advice issued by Triangle Tunes depends on many factors that cannot be influenced by Triangle Tunes, Triangle Tunes cannot give any guarantees with regard to the effect thereof.

Triangle Tunes is authorized to make use of third parties in the execution of the agreement.

Insofar as necessary, the client ensures that Triangle Tunes is granted the access to sites, buildings and/or projects required for the performance of the work and that the necessary formalities are completed. In addition, the client, for example if the activities of Triangle Tunes take place at a location where the client has (partial) supervision, ensures that the safety provisions of the laws and/or regulations relating to the activities and the working conditions are fully observed. be taken.

The client will at all times provide Triangle Tunes in a timely manner with all relevant available and/or required data, information and documentation, which is important for and/or may be important for the proper execution of the assigned work. This also includes the safety measures referred to in Article 4 paragraph 3.

The client guarantees the correctness of the data, information and documentation provided by him and is liable for all direct or indirect damage in the broadest sense (including damage suffered on the part of Triangle Tunes as a result of, but not limited to , the unsuccessful action of Triangle Tunes), which arises from inaccuracy or is related thereto. The client will also indemnify Triangle Tunes against all claims with regard to any damage as mentioned.

In the execution of the agreement, the client is obliged by Triangle Tunes to do everything that is reasonably necessary or desirable to enable timely execution by Triangle Tunes, in particular by allowing Triangle Tunes where this is necessary and (if requested) making available suitable workspace, telephone capacity and modest administrative assistance.

If the client does not comply with the provisions of Articles 3 and 4 to paragraph 6, an agreed deadline for delivery is no longer binding and the client is in default without the need for written notice of default from Triangle Tunes. Triangle Tunes is then authorized, without prejudice to its rights under the law, to suspend compliance with the agreement until the client has remedied this default.

Any delay in the execution of the agreement, caused by circumstances that Triangle Tunes could not foresee, will be for the account of the client.

The terms agreed between Triangle Tunes and the client for the execution of the agreement are only indicative, unless it has been expressly agreed in writing that it concerns a final term. Even with an agreed deadline, Triangle Tunes is only in default after the client has given it notice of default.

The binding of Triangle Tunes to an agreed deadline for execution lapses if the client wishes to change the specifications of the work, unless the minor significance of the change or the minor delay does not reasonably require Triangle Tunes to change the original design by Triangle Tunes. established time schedules.

The client owes Triangle Tunes a fee as well as compensation for the costs incurred in accordance with the usual rates, calculation methods and working methods at Triangle Tunes. Triangle Tunes reserves the right to change these rates. The client will be informed at least two months in advance about any adjustment of the rates.

Unless expressly agreed otherwise, travel time will always be charged.

Prices quoted by Triangle Tunes are exclusive of turnover tax or other government levies unless stated otherwise.

Costs of additions and/or changes to the assignment or agreement on the part of the client are for the account of the client.

Unless otherwise agreed, invoicing of the services provided by Triangle Tunes takes place after the execution of the agreement or monthly for the part of the agreement performed in the relevant month if the execution of the agreement takes more than 30 calendar days.

The client is obliged to pay Triangle Tunes' invoices within 30 calendar days of the invoice date without any set-off, discount or set-off.

If the client has not paid within the term stated in the previous paragraph, Triangle Tunes is entitled to charge 1.5% interest per month to the client.

In the event of late payment as referred to in paragraph 2 of this article, in addition to the amount owed and the interest accrued thereon, the client is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. The extrajudicial costs are set at at least 15% of the principal with interest, with a minimum of € 68.06

If the client is in default with any payment, Triangle Tunes is entitled to suspend its performance, while it also has the right to declare the agreement dissolved without judicial intervention.

In the latter case, the client is obliged to pay Triangle Tunes 25% of the installments not yet due and/or amounts not yet due as compensation for the costs incurred and the loss of profit. In addition, the client is obliged to compensate all other costs incurred by Triangle Tunes in preparation for the performance to be delivered by it, as well as all other damage suffered by Triangle Tunes.

Triangle Tunes is authorized to make payments made by the client to serve in the first place to settle all interest and costs owed, in the second place for due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

Triangle Tunes reserves the right – also during the execution of an assignment, if the financial position or payment behavior of the client gives rise to this in the opinion of Triangle Tunes – from the client wholly or partly in advance and/or to demand security, failing which Triangle Tunes is entitled to suspend the fulfillment of its obligations.

After the agreement has been concluded, changes may take place in the relevant statutory regulations. The circumstances on the part of the client may also have changed compared to those that were present at the time of the conclusion of the agreement. If these changes could not reasonably have been foreseen by Triangle Tunes and result in more or different work for Triangle Tunes, Triangle Tunes will charge the associated costs to the client.

After the agreement has been concluded, changes may take place with regard to the norms and standards applied by Triangle Tunes with regard to the performance of the work. These changes may lead to more or different work than could reasonably have been foreseen by Triangle Tunes when the agreement was entered into, in which case Triangle Tunes will immediately notify the client of the other and/or more work, stating the associated costs.

During 14 calendar days after receipt of the notification referred to in the previous paragraph, the client has the option of terminating the agreement by registered letter to Triangle Tunes. In such a case, the client owes Triangle Tunes all costs incurred by Triangle Tunes up to the moment of receipt of the aforementioned registered letter, among other things because of any work already performed.

In the event that the agreement is not terminated by the client in accordance with the provisions of the previous paragraph, the client indicates that it agrees with the method proposed by Triangle Tunes and the associated (extra) costs.

With due observance of the following paragraphs of this article and with a notice period of 28 calendar days, the parties are entitled to unilaterally terminate an agreement by means of a registered letter to the other party.

Triangle Tunes will only make use of the right referred to in the previous paragraph if circumstances arise, for example with regard to persons and/or material that Triangle Tunes uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so inconvenient and/or disproportionately expensive that compliance with the agreement can no longer reasonably be expected of it. In this case Triangle Tunes is authorized to dissolve the agreement, without being obliged to pay any compensation.

In the event of termination of the agreement, Triangle Tunes will be settled on the basis of the time spent and costs incurred by Triangle Tunes until then. This provision does not affect all other rights of Triangle Tunes.

If the client cancels the work to be performed by Triangle Tunes within 28 calendar days before the scheduled start of the work, Triangle Tunes is entitled to charge 25% of the total agreed amount.

If the client terminates the agreement after the performance of the work by Triangle Tunes has started, the client is obliged to pay Triangle Tunes 25% of the installments not yet due and/or amounts not yet due as compensation for the costs incurred and the costs incurred. loss of profit

If the agreement has been entered into for an indefinite period of time, the client is authorized to terminate the agreement by registered letter with due observance of a notice period of at least 6 months.

Triangle Tunes will exercise the due care with regard to the use of the information provided or made known to Triangle Tunes, which can reasonably be expected of Triangle Tunes.

Both parties are obliged to maintain the confidentiality of information, technical data and/or documentation, as well as all other data that can be regarded as confidential, originating from the other party. This confidentiality obligation also extends to the (content of the) agreement. The client is furthermore bound to secrecy of all information relating to the (method of) execution of the agreement by Triangle Tunes, except insofar as Triangle Tunes has given written permission for publication.

The confidentiality obligation of both parties does not apply to data or documents that are generally known or accessible to the public or that become known without the client or Triangle Tunes being blamed for this.

The client will not hinder Triangle Tunes from making its knowledge available to third parties, unless this knowledge consists of business secrets of the client or forms parts of an invention, in respect of which a patent application has been made.

Triangle Tunes reserves the ownership of all items provided to the client until the client has fully fulfilled all its payment obligations.

Unless otherwise agreed in writing, Triangle Tunes reserves the copyrights and all other rights with regard to intellectual or industrial property in the texts, diagrams, overviews, images, logos, etc.

The client is obliged to return the items referred to in paragraphs 1 and 2 of this article to Triangle Tunes on first request.

The works produced by Triangle Tunes and the information, resources, methodologies used, etc. provided may only be used by the client for the specific purpose, insofar as indicated by the client, for which the works were done. Unless the client is permitted in writing, the client is not permitted to copy the works produced by Triangle Tunes and the information, resources, etc. provided and/or to make these available to third parties.

Force majeure is understood to mean: any independent or unforeseeable circumstance of the will of the parties as a result of which fulfillment of the agreement can no longer reasonably be demanded of Triangle Tunes by the client.

Force majeure includes in any case: fire, frost, water or storm damage, other natural disasters, excessive absenteeism, theft or destruction of business assets or data.

If a situation of force majeure occurs, Triangle Tunes is entitled to suspend the execution of the agreement or to definitively dissolve the agreement.

Triangle Tunes is entitled to claim payment for performances performed in the execution of the relevant agreement before the circumstance resulting in force majeure has become apparent.

A complaint with regard to work performed or the invoice amount must be submitted within 14 calendar days after the sending date of the documents or information about which the client is complaining, or, if the client demonstrates that he could not reasonably have discovered the defect earlier, within 14 calendar days after the discovery of the defect, to be reported by registered letter, in as much detail as possible, stating all relevant information.

If Triangle Tunes deems the complaint to be well-founded, Triangle Tunes will rectify the irregularities as far as possible and within the limits of reasonableness and fairness.

Even if the client submits a complaint in time, his obligation to pay for the order issued will continue to exist.

Triangle Tunes assumes a best efforts obligation by entering into any agreement, and in no case a result obligation.

Triangle Tunes is not liable for trading loss or any other damage whatsoever, other than through intent or gross negligence

Triangle Tunes is not liable for damage in the form of loss of turnover, missed savings or reduced goodwill in the client's company.

Triangle Tunes is not liable for violation of patents, licenses or other rights of third parties through the use of data, which Triangle Tunes has been provided by or on behalf of the client for the execution of the assignment.

Triangle Tunes will never be held responsible or liable for decisions taken on the basis of issued reports, plans and/or other documents.

Without prejudice to the provisions of the previous paragraph, the liability of Triangle Tunes is limited to a maximum of the amount equal to the net invoice value of the delivery, which resulted in the claim/claim of the client and/or third parties.

Any right to compensation will lapse if the client, after Triangle Tunes has definitively rejected an (alleged) claim of the client in writing, has not filed a legal claim within six months of the aforementioned written notification.

The client is obliged to hold Triangle Tunes harmless and to indemnify and hold harmless against all claims from third parties – including shareholders, directors, supervisory directors and personnel of the client, as well as affiliated legal entities and companies and others involved in the organization of the client – ​​arising from from or related to the activities of Triangle Tunes on behalf of the client.

Neither party may employ personnel of the other party during the term of the agreement or within two years of termination of the agreement, unless with the written consent of the other party.

These general terms and conditions and all agreements entered into by or with Triangle Tunes are exclusively governed by Dutch law.

All disputes, which may arise as a result of the agreement between the client and Triangle Tunes or further agreements concluded between them, will be settled by a court with jurisdiction according to the law or the applicable international treaty in the district where Triangle Tunes is located.

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