General Terms and Conditions of Studio Piranha

Article 1. General provisions

These General Terms and Conditions apply to every offer, quotation and agreement between Studio Piranha, hereinafter referred to as the “Contractor”, and a counterparty, hereinafter referred to as the “Counterparty”, to which the Contractor has declared these General Terms and Conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.
These General Terms and Conditions also apply to agreements with the Contractor for the performance of which the Contractor is required to engage third parties.
These General Terms and Conditions have also been drafted for the benefit of the Contractor’s employees and management.
The applicability of any purchasing conditions or other terms and conditions of the Counterparty is expressly rejected.
Should one or more provisions of these General Terms and Conditions at any time be wholly or partially void or be declared void, the remaining provisions of these General Terms and Conditions shall remain fully applicable. The Contractor and the Counterparty shall then consult with one another in order to agree on new provisions to replace the void or voided provisions, taking into account the purpose and intent of the original provisions as far as possible.
In the event of any ambiguity regarding the interpretation of one or more provisions of these General Terms and Conditions, such provisions must be interpreted in accordance with their purpose and intent.
If a situation arises between the parties that is not provided for in these General Terms and Conditions, that situation must be assessed in accordance with the purpose and intent of these General Terms and Conditions.
The fact that the Contractor does not always require strict compliance with these General Terms and Conditions does not mean that the provisions thereof are not applicable, nor does it mean that the Contractor loses the right to demand strict compliance with the provisions of these General Terms and Conditions in other cases.

Article 2. Quotations and offers

All quotations and offers issued by the Contractor shall remain valid for a period of 14 days, unless otherwise stated in the quotation or agreement. The Contractor cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotation or offer, or any part thereof, contains an obvious error or typographical mistake.
The prices stated in a quotation or offer are exclusive of VAT and other government-imposed levies, as well as any costs incurred in connection with the agreement, including travel and accommodation expenses, shipping costs and administrative costs, unless otherwise indicated.
If the acceptance deviates from the offer included in the quotation or proposal, whether or not on minor points, the Contractor shall not be bound by it. In such a case, the agreement shall not be concluded in accordance with the deviating acceptance unless the Contractor indicates otherwise.
A combined quotation does not oblige the Contractor to perform part of the assignment for a proportionate part of the quoted price. Offers and quotations do not automatically apply to future orders.

Article 3. Term of the agreement; delivery periods, performance and amendment of the agreement; price increases

The agreement between the Contractor and the Counterparty is entered into for a predetermined period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
If a period has been agreed or specified for the completion of certain work or the delivery of certain goods, this period shall never constitute a strict deadline. If the period is exceeded, the Counterparty must therefore give the Contractor written notice of default. The Contractor must be granted a reasonable period within which to fulfil the agreement.
The Contractor is entitled to have certain work carried out by third parties.
The Contractor is entitled to perform the agreement in separate phases and to invoice each completed phase separately.
If the agreement is performed in phases, the Contractor may suspend the performance of work belonging to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.
If the Contractor requires information from the Counterparty in order to perform the agreement, the performance period shall not commence until the Counterparty has provided the Contractor with this information correctly and in full.
If, during the performance of the agreement, it becomes apparent that an amendment or addition is necessary for the proper performance of the agreement, the parties shall amend the agreement in good time and in mutual consultation.
If the nature, scope or content of the agreement is amended, whether or not at the request or on the instructions of the Counterparty, competent authorities or otherwise, and the agreement is consequently changed in qualitative or quantitative terms, this may affect what was originally agreed.
As a result, the originally agreed price may be increased or reduced. The Contractor shall provide a quotation for such changes in advance wherever possible. An amendment to the agreement may also affect the originally stated performance period.
The Counterparty accepts the possibility that the agreement may be amended, including changes to the price and the performance period.
If the agreement is amended, including by means of an addition, the Contractor is entitled to commence performance of the amended agreement only after the amendment has been approved by the authorised person within the Contractor’s organisation and the Counterparty has agreed to the price and other conditions specified for the performance thereof, including the date on which the amended work will be performed. Failure to perform the amended agreement, or failure to do so immediately, shall not constitute a breach of contract by the Contractor and shall not entitle the Counterparty to terminate the agreement.
Without being in default, the Contractor may refuse a request to amend the agreement if the amendment could have qualitative or quantitative consequences for, among other things, the work to be performed or the goods to be delivered in connection with the agreement.
If the Counterparty fails to properly fulfil its obligations towards the Contractor, the Counterparty shall be liable for all damage, including costs, incurred directly or indirectly by the Contractor as a result.
If the Contractor agrees on a specific price when entering into the agreement, the Contractor shall nevertheless be entitled to increase that price under the following circumstances, even if the price was not originally stated subject to reservation:
– if the price increase results from an amendment to the agreement;
– if the price increase results from a statutory right of the Contractor or a statutory obligation imposed on the Contractor;
– in other cases, provided that a Counterparty who is not acting in the course of a profession or business is entitled to terminate the agreement by means of a written declaration if the price increase exceeds 10% and takes place within three months after the agreement was concluded, unless the Contractor is still prepared to perform the agreement on the basis of the price originally agreed, or unless it has been agreed that delivery will take place more than three months after the purchase.

Article 4. Suspension, termination and premature cancellation of the agreement

The Contractor is entitled to suspend the performance of its obligations or to terminate the agreement immediately and with immediate effect if:
– the Counterparty fails to fulfil its obligations under the agreement, fails to fulfil them fully or fails to fulfil them on time;
– circumstances that have come to the Contractor’s attention after the agreement was concluded give the Contractor good reason to fear that the Counterparty will not fulfil its obligations;
– the Counterparty was requested, when entering into the agreement, to provide security for the fulfilment of its obligations under the agreement and such security is not provided or is insufficient;
– as a result of a delay attributable to the Counterparty, the Contractor can no longer reasonably be required to perform the agreement under the conditions originally agreed;
– circumstances arise that make the performance of the agreement impossible or as a result of which the Contractor cannot reasonably be required to maintain the agreement without amendment.
If the termination is attributable to the Counterparty, the Contractor shall be entitled to compensation for all damage, including costs, incurred directly or indirectly as a result.
If the agreement is terminated, the Contractor’s claims against the Counterparty shall become immediately due and payable. If the Contractor suspends the performance of its obligations, it shall retain its rights under the law and the agreement.
If the Contractor suspends or terminates the agreement on any of the grounds referred to in this article, the Contractor shall not be liable for any damage, costs or compensation arising in any way as a result. The Counterparty, however, shall remain liable for damages or compensation resulting from its breach of contract.
If the agreement is terminated prematurely by the Contractor, the Contractor shall, in consultation with the Counterparty, arrange for the transfer of any work still to be performed to third parties, unless the termination is attributable to the Counterparty. Unless the premature termination is attributable to the Contractor, the costs of transferring the work shall be charged to the Counterparty. The Contractor shall inform the Counterparty in advance, insofar as possible, of the amount of these costs. The Counterparty is obliged to pay these costs within the period specified by the Contractor, unless the Contractor indicates otherwise.
In the event of liquidation, an application for or granting of a suspension of payments or bankruptcy, the seizure of the Counterparty’s assets, insofar as such seizure has not been lifted within three months, debt restructuring or any other circumstance as a result of which the Counterparty can no longer freely dispose of its assets, the Contractor shall be entitled to terminate the agreement immediately and with immediate effect or to cancel the order or agreement. In such circumstances, the Contractor shall not be obliged to pay any damages or compensation. The Contractor’s claims against the Counterparty shall become immediately due and payable.
If the Counterparty cancels an order in full or in part, all goods ordered or prepared for the order shall be charged to the Counterparty in full, together with any associated supply, removal and delivery costs and the working time reserved for the performance of the agreement.

Article 5. Force majeure

The Contractor shall not be obliged to fulfil any obligation towards the Counterparty if it is prevented from doing so as a result of a circumstance that is not attributable to fault and for which the Contractor is not responsible by law, pursuant to a legal act or according to generally accepted standards.
For the purposes of these General Terms and Conditions, force majeure shall include, in addition to its meaning under applicable legislation and case law, all external causes, whether foreseeable or unforeseeable, over which the Contractor has no control and as a result of which the Contractor is unable to fulfil its obligations. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing the further performance of the agreement occurs after the Contractor should have fulfilled its obligation.
The Contractor may suspend its obligations under the agreement for the duration of the force majeure event. If this period lasts longer than two months, either party shall be entitled to terminate the agreement without being obliged to compensate the other party for any damage.
If, at the time the force majeure event occurs, the Contractor has already partially fulfilled its obligations under the agreement or will still be able to partially fulfil them, and the part already performed or still to be performed has independent value, the Contractor shall be entitled to invoice that part separately. The Counterparty shall be obliged to pay this invoice as though it related to a separate agreement.

Article 6. Payment and collection costs

Payment must be made within 21 days of the invoice date, in euros and in the manner specified by the Contractor, unless otherwise indicated by the Contractor in writing. The Contractor is entitled to issue invoices periodically.
If the Counterparty fails to pay an invoice on time, the Counterparty shall automatically be in default by operation of law. The Counterparty shall then owe interest. In the case of a consumer transaction, the interest shall be equal to the applicable statutory interest rate. In all other cases, the Counterparty shall owe interest at a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due shall be calculated from the date on which the Counterparty is in default until the date on which the full amount due has been paid.
The Contractor shall be entitled to apply payments made by the Counterparty firstly towards the payment of costs, secondly towards accrued interest and finally towards the principal amount and current interest.
Without being in default, the Contractor may refuse an offer of payment if the Counterparty specifies a different order in which the payment is to be allocated. The Contractor may refuse full payment of the principal amount if the accrued and current interest and collection costs are not paid at the same time.
Objections to the amount of an invoice shall not suspend the payment obligation.
Once the Counterparty is in default regarding the proper or timely fulfilment of its obligations, all reasonable costs incurred in obtaining payment out of court shall be payable by the Counterparty. The extrajudicial collection costs shall be calculated in accordance with the collection practices generally applicable in the Netherlands at that time.
However, if the Contractor has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any legal and enforcement costs incurred shall also be recovered from the Counterparty. The Counterparty shall also owe interest on the collection costs payable.

Article 7. Retention of title

All goods delivered by the Contractor under the agreement shall remain the property of the Contractor unless otherwise agreed in the agreement.
Goods delivered by the Contractor that are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Counterparty is not authorised to pledge or otherwise encumber goods that are subject to retention of title.
The Counterparty must at all times do everything that may reasonably be expected of it to safeguard the Contractor’s ownership rights.
If third parties seize goods delivered subject to retention of title or seek to establish or enforce rights in respect of such goods, the Counterparty must notify the Contractor immediately.
The Counterparty undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion damage, water damage and theft, and to provide the Contractor with the relevant insurance policy for inspection upon first request. In the event of an insurance payment, the Contractor shall be entitled to the proceeds. Insofar as necessary, the Counterparty undertakes in advance to provide the Contractor with all cooperation required or desirable in this respect.
If the Contractor wishes to exercise its ownership rights as referred to in this article, the Counterparty grants the Contractor and any third parties appointed by the Contractor unconditional and irrevocable permission in advance to enter all locations where the Contractor’s property is situated and to repossess such property.

Article 8. Liability

If the Contractor is liable, its liability shall be limited to the provisions set out in this article.
The Contractor shall not be liable for damage of any kind arising because the Contractor relied on incorrect or incomplete information provided by or on behalf of the Counterparty.

Article 9. Transfer of risk

The risk of loss, damage or depreciation shall pass to the Counterparty at the moment the goods are placed under the control of the Counterparty.

Article 10. Indemnification

The Counterparty shall indemnify the Contractor against any claims made by third parties who suffer damage in connection with the performance of the agreement, where the cause of such damage is attributable to a party other than the Contractor.

Article 11. Intellectual property

The Contractor reserves all rights and powers vested in it under the Dutch Copyright Act and other intellectual property legislation and regulations. The Contractor shall be entitled to use the knowledge gained through the performance of an agreement for other purposes, provided that no strictly confidential information belonging to the Counterparty is disclosed to third parties.

Article 12. Applicable law and disputes

All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is performed wholly or partially outside the Netherlands or if a party involved in the legal relationship is domiciled outside the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods, also known as the Vienna Sales Convention, is expressly excluded.
The parties shall only submit a dispute to the courts after they have made every reasonable effort to resolve the dispute through mutual consultation.

Article 13. Delivery of the final product

The Contractor shall only provide the Counterparty with the file formats listed below, unless otherwise agreed in the agreement.

Logos
File format: EPS, TIF, JPEG or PDF
Colour mode: CMYK, RGB or greyscale
Printed materials
File format: PDF
Colour mode: CMYK
Website layouts
File format: Adobe XD or Figma
Colour mode: RGB
Resolution: 72 dpi
Studio Piranha accepts no responsibility for the storage or archiving of files.

Article 14. Travel expenses

No travel expenses within Rotterdam are charged by the Contracter. Outside Rotterdam, travel expenses will be charged to the Contracter.

Article 15. Revision rounds

If no specific agreement has been made regarding the number of revision rounds, a total of two revision rounds shall be included for each project phase. Any additional revision rounds shall be charged at the Contractor’s applicable hourly rate.