LEGAL
General Terms & Conditions Lighthugger
Last updated: September 01, 2024
CLAUSE 1
Definitions
Definitions
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"Agreement for Services" — an agreement for services within the meaning of Section 7:400 et seq., pursuant to which LIGHTHUGGER provides professional services to (the benefit of) its Client (in Dutch: overeenkomst van opdracht), which agreement for services will (in principle) consist of and/or be legally constructed by: i) the offer or quotation from LIGHTHUGGER; ii) the written acceptance of the offer or quotation by the Client; and iii) the contract confirmation of LIGHTHUGGER as set out in Clause 4.2 below;
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"Agreement(s)" — (an) Agreement(s) between LIGHTHUGGER and a Counterparty;
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"Client(s)" — the customer(s) and client(s) of LIGHTHUGGER, as well as licensees who conclude a License Agreement with LIGHTHUGGER;
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"LIGHTHUGGER" — the sole proprietorship, LIGHTHUGGER ‒ including its affiliated companies, its directors, its shareholders and its employees ‒ having its registered address at Willemsplein 14-5, 6811KB Arnhem, The Netherlands, registered in the Trade Register of the Dutch Chamber of Commerce under number: 12345678;
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"Continuing Performance Agreement(s)" — (an) Agreement(s) pursuant to which the Parties commit to a continuing performance, or pursuant to which the Parties commit to a series of performances (in Dutch: duurovereenkomst);
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"Counterparty" — a Client (in Dutch: opdrachtgever) who concludes an Agreement of Services with LIGHTHUGGER; or a Supplier of LIGHTHUGGER; or a licensee who concludes a License Agreement with LIGHTHUGGER;
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"General Terms & Conditions" — the present stipulations as laid down herein being the general terms and conditions of LIGHTHUGGER; "
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License Agreement" — an agreement between LIGHTHUGGER and a licensee pursuant to which the licensee is granted a license to use (a) Work(s);
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"Parties" — LIGHTHUGGER and the Counterparty jointly;
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"Party" — LIGHTHUGGER or the Counterparty;
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"Supplier(s)" — the suppliers, including independent contractors, of goods and services to LIGHTHUGGER;
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"Website" — the website of LIGHTHUGGER, https://www.lighthugger.com/;
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"Work(s)" — any and all copyrighted works within the meaning of the Dutch Copyright Act (in Dutch: Auteurswet) that are created/developed/designed for and/or to the benefit of a Counterparty and/or made available to a Counterparty by LIGHTHUGGER.
CLAUSE 2
Applicability
Applicability
2.1
The General Terms & Conditions are applicable to all offers, quotations, services, products, and (all visits to and use of) the Website of, and Agreements with LIGHTHUGGER.
2.2
The General Terms & Conditions are applicable to any and all (legal) relationships pursuant to an Agreement or otherwise between LIGHTHUGGER and its Clients and its Suppliers.
2.3
The General Terms & Conditions are also applicable to Agreements for the execution of which LIGHTHUGGER engages third parties (being subcontractors or otherwise). The General Terms & Conditions do not merely apply to the benefit of LIGHTHUGGER, but expressly to the benefit of the aforesaid third parties as well, as if these General Terms & Conditions were applied by these third parties themselves.
2.4
The applicability of any purchase conditions or other general terms and conditions of the Counterparty is hereby expressly excluded.
2.5
Any deviation from and/or addition to these General Terms & Conditions and/or any Agreement shall merely be valid and applicable in case LIGHTHUGGER agreed upon and confirmed such deviations and/or additions in writing.
2.6
In case one or more stipulations laid down in these General Terms & Conditions and/or any Agreement appear to be null and void and/or voidable, this shall not affect the validity and applicability of any other stipulations laid down in these General Terms & Conditions and/or the Agreement. In this event, the Parties shall undertake to duly consult with each other to reasonably agree on any substitute stipulations to replace any stipulations that appear to be null and void and/or voidable, which substitute stipulations shall as much as possible reflect the purport of the stipulations being null and void and/or voidable, taking into account the initial intentions of the Parties.
2.7
In case there is any relevant situation or matter not being contemplated by these General Terms & Conditions and/or any Agreement, the Parties undertake to promptly consult with each other in order to as soon as possible and reasonably agree on any addition(s) to these General Terms & Conditions and/or the Agreement, which addition(s) shall as much as possible reflect the other stipulations of this General Terms & Conditions and/or the Agreement.
2.8
Should in any event LIGHTHUGGER for whatever reason opt to not enforce and/or demand strict compliance with one or more stipulations laid down in these General Terms & Conditions or in any Agreement, this shall not in any way affect the validity and applicability of such stipulations, and LIGHTHUGGER shall reserve its rights to enforce and/or demand strict compliance with such stipulations at any later date and/or in other events.
2.9
Unless expressly stipulated otherwise in these General Terms & Conditions and/or an Agreement, or unless otherwise agreed upon in writing with LIGHTHUGGER, the Counterparty will not be entitled to transfer and/or assign to any third party any rights and/or obligations under these General Terms & Conditions and/or any Agreement.
2.10
The General Terms & Conditions shall (in principle) be duly made available (in Dutch: ter hand gesteld) by LIGHTHUGGER to the Counterparty by email, to which email the General Terms & Conditions shall be attached (i.e. as PDF file), which email shall include an express reference to the attached General Terms & Conditions.
2.11
Once the General Terms & Conditions having been duly made available to the Counterparty, the General Terms & Conditions shall continuously be applicable to the integral legal relationship between the Parties, including any subsequent (future) agreements to be concluded between the Parties, unless agreed upon otherwise in writing.
2.12
The General Terms & Conditions will integrally replace and supersede any and all earlier version(s) of the general terms and conditions of LIGHTHUGGER as priorly made available to the Counterparty, and/or published on its Website, and/or published and/or deposited otherwise.
2.13
LIGHTHUGGER expressly reserves its right to unilaterally amend the General Terms & Conditions from time to time. Non-material amendments can be included and applied at all times, by means of the mere publication thereof on the Website. The Counterparty will be duly informed on any material amendments to the General Terms & Conditions prior to their applicability.
2.14
In case of any (substantial) discrepancies between the Dutch text of these General Terms & Conditions and any translation thereof in any other language, the original Dutch text shall prevail at all times.
2.15
In these General Terms & Conditions, the term “in writing” shall be deemed to also include email.
2.16
These General Terms & Conditions are also available on the Website: https://colorbleed.nl/storage/files/GeneralTermsConditionsColorbleed_2022.pdf
CLAUSE 3
OFFERS & QUOTATIONS
Offers and/or Quotations
3.1
All offers and/or quotations of LIGHTHUGGER will be in writing, unless urgency requires otherwise.
3.2
All offers and/or quotations of LIGHTHUGGER are legally non-binding. If any offer an/or quotation stipulates any term for acceptance, the offer and/or quotation shall lapse upon expiration of such term.
3.3
LIGHTHUGGER shall not be bound to any (part of) an offer an/or quotation that includes any manifest error or mistake.
3.4
No legally binding Agreement will enter into force in case the acceptance by the Counterparty either materially or immaterially deviates from the offer and/or quotation from LIGHTHUGGER, unless LIGHTHUGGER indicates otherwise in writing.
3.5
Offers and/or quotations shall not automatically apply to any future Agreements and/or (repeat) orders.
CLAUSE 4
AGREEMENT FOR SERVICES
Agreement for Services
4.1
X
4.2
X
4.3
X
4.4
X
4.5
X
4.6
X
4.7
X
4.8
X
CLAUSE 5
TERMINATION OF AGREEMENT
Termination of Agreement
5.1
X
5.2
X
5.3
X
5.4
X
CLAUSE 6
AMENDMENTS TO AGREEMENT
Amendments to the Agreements for Services
6.1
X
6.2
X
6.3
X
6.4
X
6.5
X
6.6
X
CLAUSE 7
EXECUTION OF AGREEMENT
EXECUTION OF THE AGREEMENT FOR SERVICES
7.1
X
7.2
X
7.3
X
7.4
X
7.5
X
7.6
X
CLAUSE 8
PRICES AND TARIFFS
PRICES AND TARIFFS
8.1
X
8.2
X
8.3
X
8.4
X
8.5
X
8.6
X
8.7
X
8.8
X
CLAUSE 9
TERMS
TERMS
9.1
X
9.2
X
9.3
X
CLAUSE 10
PAYMENT
PAYMENT
10.1
X
10.2
X
10.3
X
10.4
X
10.5
X
10.6
X
10.7
X
10.8
X
10.9
X
10.10
X
CLAUSE 11
SUSPENSION OF AGREEMENT
SUSPENSION OF AGREEMENT
11.1
X
11.2
X
—
X
—
X
—
X
11.3
X
CLAUSE 12
DISSOLUTION OF AGREEMENT
DISSOLUTION OF AGREEMENT
12.1
X
12.1
X
—
X
—
X
—
X
—
X
—
X
—
X
—
X
12.3
X
12.4
X
12.5
X
12.6
X
CLAUSE 13
CONTINUING PERFORMANCE AGREEMENTS
CONTINUING PERFORMANCE AGREEMENTS
13.1
X
13.2
X
13.3
X
CLAUSE 14
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY
14.1
X
14.2
X
14.3
X
14.4
X
14.5
X
14.6
X
14.7
X
14.8
X
14.9
X
14.10
X
14.11
X
14.12
X
14.13
X
14.14
X
14.15
X
14.16
X
14.17
X
14.18
X
14.19
X
CLAUSE 15
EXERCISE OF USER RIGHTS
EXERCISE OF USER RIGHTS / RETENTION OF TITLE
15.1
X
15.2
X
15.3
X
CLAUSE 16
LIABILITY
EXERCISE OF USER RIGHTS / RETENTION OF TITLE
16.1
X
16.2
X
16.3
X
16.4
X
16.5
X
16.6
X
16.7
X
16.8
X
16.9
X
CLAUSE 17
FORCE MAJEURE
FORCE MAJEURE
17.1
X
17.2
X
17.3
X
17.4
X
17.5
X
17.6
X
17.7
X
17.8
X
CLAUSE 18
COUNTER-PARTY'S DUTY
THE COUNTERPARTY'S DUTY TO EXAMINE AND DUTY TO INFORM
18.1
X
18.2
X
18.3
X
18.4
X
18.5
X
18.6
X
CLAUSE 19
CONFIDENTIA-LITY
THE COUNTERPARTY'S DUTY TO EXAMINE AND DUTY TO INFORM
19.1
LIGHTHUGGER and the Counterparty will strictly adhere to a duty of confidentiality in respect of any and all information which is deemed to be confidential, unless any Party is required to disclose such information by virtue of law. Confidential information includes but is not limited to any and all business information, financial information and technical information.
19.2
The Counterparty will not disclose to any third parties the contents of any Agreements, and offers and/or quotations, reports, advices and/or verbal or written statements from LIGHTHUGGER.
CLAUSE 20
PRIVACY
PRIVACY
20.1
LIGHTHUGGER will at all times keep, protect and process any and all personal data of the Counterparty in accordance with the applicable legislation ((including but not limited to the General Data Protection Regulation).
The Counterparty hereby expressly agrees to the processing of these personal data by or on behalf of LIGHTHUGGER in as far is necessary for the due execution of an Agreement.
20.1
The Counterparty will at all times keep, protect and process the personal data of LIGHTHUGGER (including the personal data relating to its employees, directors, shareholders and independent contractors) in accordance with the applicable legislation (including but not limited to the General Data Protection Regulation).
CLAUSE 21
CONTACT
CONTACT
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Per email: hello@lighthugger.com
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Per telephone: +31-6-21892728; and/or
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Per post: LIGHTHUGGER, attn. Mr. H. Zollner, Willemsplein 14-4, 6811KB, Arnhem, the Netherlands.
CLAUSE 22
APPLICABLE LAW
APPLICABLE LAW AND COMPETENT COURT
Any and all Agreements and/or other legal relationships between the Parties will be exclusively governed by and construed in accordance with the laws of the Netherlands. Any and all disputes arising from or relating to any Agreement and/or other legal relationship between the Parties will be submitted to the exclusively competent district court of Arnhem, the Netherlands, unless mandatory law stipulates otherwise.