Terms & Conditions
GENERAL TERMS AND CONDITIONS AgileWalls B.V.
Article 1 – Definitions
- AgileWalls B.V.: AgileWalls B.V., established in Utrecht, Chamber of Commerce no. 77607465.
- customer: the person with whom AgileWalls B.V. has entered into an agreement.
- parties: AgileWalls B.V. and customer together.
- consumer: a customer who is an individual acting for private purposes.
Article 2 – Applicability
- These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of AgileWalls B.V..
- Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Article 3 – Offers and quotations
- Offers and quotations from AgileWalls B.V. are without engagement, unless expressly stated otherwise.
- An offer or quotation is valid for a maximum period for 14 days from its date, unless another acceptance period is stated in the offer or quotation.
- If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
- In case quotations in Euro’s are derived from a foreign currency, prices are based on the rate of exchange and shall be subject to adjustment in respect of any exchange rate fluctuations.
- Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
Article 4 – Acceptance
- Upon acceptance of a quotation or offer without engagement, AgileWalls B.V. reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
- Verbal acceptance of the customer only commits AgileWalls B.V. after the customer has confirmed this in writing (or electronically).
Article 5 – Prices
- All prices used by AgileWalls B.V. are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
- AgileWalls B.V. is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
- Increases in the cost prices of products or parts thereof, which AgileWalls B.V. could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
- The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
Article 6 – Samples / models
If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products to be delivered correspond with the sample or model.
Article 7 – Payments and payment term
- The customer must pay invoices to AgileWalls B.V. within 14 days of the invoice date. unless the parties have made other agreements about this or a different payment term is stated on the invoice.
- Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without AgileWalls B.V. having to send the customer a reminder or to put him in default.
- AgileWalls B.V. reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Article 8 – Consequences of late payment
- If the customer does not pay within the agreed term, AgileWalls B.V. is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
- When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to AgileWalls B.V..
- The collection costs are calculated on the basis of the reimbursement for extrajudicial collection costs.
- If the customer does not pay on time, AgileWalls B.V. may suspend its obligations until the customer has met his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of AgileWalls B.V. on the customer are immediately due and payable.
- If the customer refuses to cooperate with the performance of the agreement by AgileWalls B.V., he is still obliged to pay the agreed price to AgileWalls B.V..
Article 9 – Right of recovery of goods
- As soon as the customer is in default, AgileWalls B.V. is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
- AgileWalls B.V. invokes the right of recovery by means of a written or electronic announcement.
- As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to AgileWalls B.V., unless the parties agree to make other arrangements about this.
- The costs for the collection or return of the products are at the expense of the customer.
Article 10 – Right of cancellation
- A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason.
- The reflection period of 14 days as referred to in paragraph 1 commences:
- on the day after the consumer has received the last product or part of 1 order
- as soon as the consumer has received the first the product of a subscription
- as soon as the consumer has purchased a service for the first time
- as soon as the consumer has confirmed the purchase of digital content via the internet
- The consumer can notify his right of cancellation via email@example.com, if desired by using the withdrawal form that can be downloaded via the website of AgileWalls B.V., https://agilewalls.nl.
- The consumer is obliged to return the product to AgileWalls B.V. within 14 days after the notification of his right of cancellation, after which period his right of cancellation will lapse.
- The costs for return are due AgileWalls B.V. if the complete order is returned.
- If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, AgileWalls B.V. will refund these costs to the consumer within 30 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to AgileWalls B.V. in time.
- The right of withdrawal does not apply to custom products and / or services from AgileWalls B.V.
- Custom products are in any case understood to mean: products:
a) provided by AgileWalls B.V. have been established in accordance with the customer’s specifications;
b) that are clearly personal in nature;
c) that cannot be returned due to their nature
- Custom services are in any case understood to mean: services of which the delivery with the express consent of the consumer has started before the reflection period has expired.
Article 11 – Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 12 – Right of retention
- AgileWalls B.V. can appeal to his right of retention of title and in that case retain the products sold by AgileWalls B.V. to the customer until the customer has paid all outstanding invoices with regard to AgileWalls B.V., unless the customer has provided sufficient security for these payments.
- The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to AgileWalls B.V..
- AgileWalls B.V. is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Article 13 – Settlement
The customer waives his right to settle any debt to AgileWalls B.V. with any claim on AgileWalls B.V..
Article 14 – Retention of title
- AgileWalls B.V. remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to AgileWalls B.V. under whatever agreement with AgileWalls B.V. including of claims regarding the shortcomings in the performance.
- Until then, AgileWalls B.V. can invoke its retention of title and take back the goods.
- Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If AgileWalls B.V. invokes its retention of title, the agreement will be dissolved and AgileWalls B.V. has the right to claim compensation, lost profits and interest.
Article 15 – Intellectual property
1. The customer guarantees AgileWalls B.V. that the customer is entitled to all goods received from or on behalf of the customer under the agreement in whatever form, such as copy, type, models, drawings, photos, images, lithographs, films, videos, information carriers, software , data, source codes, object codes, samples, designs, sketches, processes, procedures, reports, articles, correspondence, documents, etc. and no (intellectual property) rights of third parties are infringed, including the rights that third parties can assert on based on an agreement or applicable laws and regulations.
2. The customer indemnifies AgileWalls B.V. both in and out of court for all claims that third parties can enforce on the basis thereof.
3. If AgileWalls B.V. reasonably doubts whether the customer is entitled as referred to in paragraph 1 of this article, AgileWalls B.V. authorized to suspend performance of the agreement until it is unambiguously established that the customer is entitled. After that, the AgileWalls will still execute the agreement within a reasonable period of time.
4. Unless explicitly agreed otherwise in writing, AgileWalls B.V. always the person entitled to the intellectual property rights that arise on the goods manufactured, services rendered and activities performed by him in the performance of the agreement.
5. The AgileWalls B.V. goods delivered within the framework of the agreement, such as copy, type, design drawings, models, working and detail drawings, information carriers, software, websites, data files, equipment, photographic recordings, lithographs, films and similar production and tools, nor any other part of the an essential part of that design, may, even if or insofar as the design does not have copyright or other legal protection for AgileWalls BV exists, cannot be reproduced in the context of any production process without his written consent.
6. The customer obtains after delivery by AgileWalls B.V. the non-exclusive, non-transferable right to use the AgileWalls B.V. goods manufactured, services rendered and activities performed under the agreement, subject to the condition precedent that the customer has fully complied with his financial obligations under the agreement. This right of use is limited to the right of normal use of the goods delivered in the context of the operation of the customer’s business and the customer will not otherwise reproduce or disclose these goods without the prior written consent of AgileWalls B.V.
7. The right granted to the customer on the basis of this article affects the right or the possibility of AgileWalls B.V. does not recommend to use and / or exploit the components, general principles, ideas, designs, algorithms, documentation, programming languages, protocols, standards, know-how and the like underlying that development for other purposes without any restrictions. Nor is the right of AgileWalls B.V. affected to make developments that are similar and / or derived from those that have been or are being made for the benefit of the customer.
8. Even if the agreement does not explicitly provide for this, AgileWalls B.V. always permitted to apply technical facilities to protect equipment, data files, websites, software made available, software to which the customer is granted access.
Article 16 – Addition Intellectual property for digital products and services
1. The parties do not grant each other any other rights or licenses unless expressly agreed. With the exception of the agreed user rights of the customer, AgileWalls B.V. retains all intellectual property rights and other rights to the digital products and services provided, all technical services to be provided and related AgileWalls technology, templates, formats and dashboards, including any changes or enhancements made thereto by AgileWalls B.V. have been or will be fitted.
2. If the customer or consumer exceeds the agreed number of users of the digital products and / or services of AgileWalls B.V. he or she forfeits an immediately payable fine of EURO 10.000 to AgileWalls B.V., to be increased by the costs that would have been charged if the number of users were correctly stated, as well as the costs that AgileWalls B.V. had to incur in order to be able to determine the excess and any legal costs.
3. Except for collaboration purposes and in that context inviting third parties, the provisions of art. 16 paragraph 2 apply mutatis mutandis in the event the digital products and/or services of AgileWalls B.V. are being copied, or forwarding to, or made accessible to third parties by the customer or consumer.
Article 17 – Ownership of means of production
1. All AgileWalls B.V. manufactured goods such as means of production, semi-finished products and auxiliary materials and in particular typesetting, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings, lithographs, clichés, films, micro- and macro-montages, printing plates, screen printing forms, gravure cylinders, styes, cutting dies and molds, (foil) embossing molds, stamping plates and peripherals remain the property of AgileWalls BV
2. AgileWalls B.V. is not obliged to hand over or otherwise transfer the items referred to in paragraph 1 to the customer.
3. AgileWalls B.V. is not obliged to keep the goods referred to in the first paragraph of this article for the customer. If the parties agree that AgileWalls B.V. will be kept, this will take place for a maximum period of one year and without AgileWalls B.V. guarantees its suitability for repeated use.
Article 18 – Deviations
- Deviations between the work delivered, goods manufactured and / or activities / services performed and the original design, drawing, copy or model or the typesetting, printing or other proof, on the one hand, cannot constitute grounds for rejection, discount, termination of the agreement or compensation, if they are of minor importance.
- Deviations which, taking all circumstances into account, reasonably have no or a minor influence on the utility value of the work, goods manufactured and / or activities / services performed, are always considered to be deviations of minor importance.
- The customer takes into account the fact that colors of printed matter and layout files, as displayed in (digitally) produced proofs or as shown on a screen, will deviate to a certain extent from the color of the printed matter after production. Such deviations cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation.
Article 19 – Delivery
- Delivery takes place while stocks last.
- Delivery takes place at AgileWalls B.V. unless the parties have agreed upon otherwise.
- Delivery of products ordered online takes place at the address indicated by the customer.
- If the agreed price is not paid on time, AgileWalls B.V. has the right to suspend its obligations until the agreed price is fully paid.
- In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by AgileWalls B.V..
Article 20 – Delivery period
- Any delivery period specified by AgileWalls B.V. is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
- The delivery period starts after the customer has signed the agreement to AgileWalls B.V. and is confirmed in writing or electronically by AgileWalls B.V. to the customer.
- Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless AgileWalls B.V. cannot deliver within [number of days late] or if the parties have agreed upon otherwise.
Article 21 – Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Article 22 – Transport costs
Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.
Article 23 – Packaging and shipping
- If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which AgileWalls B.V. may not be held liable for any damage.
- If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to AgileWalls B.V., failing which AgileWalls B.V. cannot be held liable for any damage.
Article 24 – Storage
- If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
- Any extra costs as a result of premature or late purchase of products are entirely at the customer’s expense.
Article 25 – Assembly, Installation and / or Disassembly
- Although AgileWalls B.V. makes every effort to carry out all assembly, installation work and / or disassembly as well as possible, he does not bear any responsibility for this, except in the case of intent or gross negligence.
- AgileWalls B.V. is not liable for assembly, installation work and / or disassembly by third parties.
Article 26 – Guarantee
- The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
- The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.
Article 27 – Indemnity
The customer indemnifies AgileWalls B.V. against all third-party claims that are related to the products and/or services supplied by AgileWalls B.V..
Article 28 – Complaints
- The customer must examine a product or service provided by AgileWalls B.V. as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform AgileWalls B.V. of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
- Consumers must inform AgileWalls B.V. of this within two months after detection of the shortcomings.
- The customer gives a detailed description as possible of the shortcomings, so that AgileWalls B.V. is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to AgileWalls B.V. being forced to perform other work than has been agreed.
Article 29 – Giving notice
- The customer must provide any notice of default to AgileWalls B.V. in writing.
- It is the responsibility of the customer that a notice of default actually reaches AgileWalls B.V. (in time).
Article 30 – Joint and several Client liabilities
If AgileWalls B.V. enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to AgileWalls B.V. under that agreement.
Article 31 – Liability of AgileWalls B.V.
- AgileWalls B.V. is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If AgileWalls B.V. is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
- AgileWalls B.V. is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If AgileWalls B.V. is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Article 32 – Expiry period
Every right of the customer to compensation from AgileWalls B.V. shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
Article 33 – Dissolution
- The customer has the right to dissolve the agreement if AgileWalls B.V. imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfillment of the obligations by AgileWalls B.V. is not permanent or temporarily impossible, dissolution can only take place after AgileWalls B.V. is in default.
- AgileWalls B.V. has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give AgileWalls B.V. good grounds to fear that the customer will not be able to fulfill his obligations properly.
Article 34 – Force majeure
- In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of AgileWalls B.V. in the fulfillment of any obligation to the customer cannot be attributed to AgileWalls B.V. in any situation independent of the will of AgileWalls B.V., when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from AgileWalls B.V. .
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which AgileWalls B.V. cannot fulfill one or more obligations towards the customer, these obligations will be suspended until AgileWalls B.V. can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- AgileWalls B.V. does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Article 35 – Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Article 36 – Changes in the general terms and conditions
- AgileWalls B.V. is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in content will be discussed by AgileWalls B.V. with the customer in advance as much as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Article 37 – Transfer of rights
- The customer cannot transfer its rights deferring from an agreement with AgileWalls B.V. to third parties without the prior written consent of AgileWalls B.V. .
- This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Article 38 – Consequences of nullity or annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what AgileWalls B.V. had in mind when drafting the conditions on that issue.
Article 39 – Applicable law and competent court
- Dutch law is exclusively applicable to all agreements between the parties.
- The Dutch court in the district where AgileWalls B.V. is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on March 30th, 2021.