General conditions

Last updated: December 2023. Automatically translated from Dutch

Article 1: Definitions.

Mister Pixel, located in Pijnacker and registered with the Chamber of Commerce under number 81114362.
Client: the natural or legal person with whom Mister Pixel enters into the agreement to provide services.
Service: the specific service provided by Mister Pixel to the client, as stated in the agreement or quote.
Agreement: any mutual acceptance, confirmed in writing or by email, of delivery of one or more services from Mister Pixel.
General Conditions: the set of provisions as set forth below.

Article 2: Applicability

These general terms and conditions apply to all offers and agreements between Mister Pixel and the client, unless otherwise agreed in writing.
By signing a contract with Mister Pixel, the client declares that he has taken note of and agrees to the general terms and conditions of Mister Pixel.
If any provision of these general terms and conditions is void or nullified, the remaining provisions shall remain in full force and effect.

Article 3: Prices

The prices quoted by Mister Pixel are exclusive of VAT and other levies arising from legal regulations.
All prices on Mister Pixel’s website, offers and other documents are subject to typographical errors. No liability is accepted for the consequences of typographical errors.

Article 4: Quotations

Quotes made by Mister Pixel are non-binding and valid for 14 days unless otherwise indicated.
Mister Pixel is only bound by the offers if the acceptance thereof is confirmed to Mister Pixel by the client in writing and signed within 14 days, unless otherwise indicated.
Changes to the originally concluded agreement between the client and Mister Pixel are only valid from the moment these changes have been accepted by both parties through an additional or amended agreement.
If it appears that the information provided by the client at the time of application or agreement was incorrect, Mister Pixel has the right to adjust the prices accordingly.
Offers or quotations do not automatically apply to future orders.

Article 5: Billing and payment terms.

Payment of the invoice amount must be made no later than 31 days from the date of invoice, in the manner specified by Mister Pixel in the currency in which it was declared, unless otherwise specified on the invoice.
In case of a periodic payment obligation, Mister Pixel is entitled to adjust the amount of the rates. Adjustments will be announced no later than two months before they take effect. If the client does not agree to such modification, he is entitled to terminate the agreement by the date on which the modification comes into effect by written notice to Mister Pixel within thirty (30) days of its announcement.
Unless otherwise agreed: with each quote, 30% of the total quote amount must be paid in advance, after the project is delivered (the project is at the final location and working here), the remaining 70% will be invoiced.
Billing for maintenance fees, hosting and domain name is done per year in advance (Payment 1 month in advance). All other amounts will be billed upon completion.
If the client fails to provide necessary information such as texts or graphic elements when developing a website as a result of which it cannot be delivered on the agreed delivery date, the client will be invoiced for the work already performed.
All costs incurred by Mister Pixel from the agreement with the client shall be borne by the client.
The signer of an offer is jointly and severally liable with the principal, natural or legal person in the name of and on behalf of whom he acts, in case of abuse of power, as well as in the absence of a complete identification of this principal. The agreement between the parties is considered concluded from the moment the client signs the quotation.
The client is not entitled to suspend a payment.
If the principal remains in default of payment after notice of default, the claim may be handed over to a collection agency, in which case the principal shall be liable for full compensation of extrajudicial and judicial costs in addition to the total amount then due.
The claim for payment is immediately due and payable in the event that Client is declared bankrupt, applies for a moratorium or a general attachment is levied on Client’s assets, Client dies and furthermore, if Client goes into liquidation or is dissolved.
In the above cases, Mister Pixel is furthermore entitled to terminate or suspend the agreement or the unperformed part thereof without notice of default or judicial intervention, without prejudice to Mister Pixel’s right to claim compensation for any damage that may arise for it as a result.

Article 6: Changes and additional work.

If, at the request or with the prior consent of the client, Mister Pixel has performed work or other performance that falls outside the content or scope of the agreed services and products, such work or performance shall be compensated by the client to Mister Pixel in accordance with Mister Pixel’s usual and agreed rates.
Insofar as a fixed price has been agreed for the services and products and the parties intend to enter into a separate agreement with respect to additional work or performance, Mister Pixel will inform Client in advance of the financial consequences of such additional work or performance.
Rate changes can take place when the content of the assignment changes, when the assignment is extended or when there are changes in laws and regulations applicable to Mister Pixel.

Article 7: Rights of ownership and use.

The client becomes the owner over the finished product after payment is received to Mister Pixel. The work supplied by Mister Pixel, which is subject to retention of title, may not be resold and may never be used as a means of payment, unless expressly agreed otherwise in the agreement.
Mister Pixel may retain files or results of services created under the agreement, notwithstanding any existing obligation to surrender them, until the client has paid all amounts due to Mister Pixel.
Mister Pixel is at all times entitled to put its name on the realized websites. The client gives permission in advance to Mister Pixel to include the realized websites in its portfolio and social media expressions or other promotional purposes, unless expressly agreed otherwise in the agreement.
Scripts and programs developed by Mister Pixel or others used in and/or in the creation of the website remain the property of Mister Pixel.
In the event that the client fails to fulfill any obligations under the agreement with Mister Pixel, Mister Pixel is entitled, without any notice of default, to take back the goods delivered, in which case the agreement is dissolved without judicial intervention, without prejudice to Mister Pixel’s right to compensation for damages, lost profits and interest.
The risk of loss, theft or damage to items, software or data that are the subject of the agreement shall pass to the client at the time they are placed under the client’s actual control.
All goods and files provided to Mister Pixel will be returned to the client if the client so desires.
The copyright to the designs, texts, websites, etc., produced by Mister Pixel or third parties commissioned by Mister Pixel, remains with the Mister Pixel or aforementioned third party.

Article 8: Principal’s obligations

The client gives permission to Mister Pixel to include his/her personal data in Mister Pixel’s personal records necessary for its administration and management tasks. The client indemnifies Mister Pixel against all claims of third parties due to a violation of the General Data Protection Regulation and/or other legislation for the processing of personal data not attributable to Mister Pixel.
The client shall ensure that all information, which Mister Pixel indicates is necessary or which the client should reasonably understand is necessary for the execution of the agreement, is provided to Mister Pixel in a timely manner. If the data required for the execution of the agreement are not provided to Mister Pixel in time, Mister Pixel is entitled to suspend the execution of the agreement and/or charge the client for the additional costs resulting from the delay.
The client guarantees that no rights of third parties oppose the provision to Mister Pixel of equipment, software, material intended for websites (images, text, music, domain names, logos, etc.) and data files. The client indemnifies Mister Pixel against any action for infringement of any third-party right due to this making available, use and editing.
If it is plausible that the client’s website contains information or is distributed by the client that infringes on the rights of third parties or by which it otherwise acts unlawfully or in violation of a statutory provision, Mister Pixel is entitled to deny the client access to its system with immediate effect and to remove the unlawful information. In this case, Mister Pixel s not liable for any damages.
The client will not publish or offer any information via (the servers of) Mister Pixel that violates Dutch law. This includes in particular but not limited to information provided without the permission of the copyright holder(s), information that is libelous, threatening, abusive, racist, hateful or discriminatory, information containing child pornography and information that violates the privacy of third parties or constitutes a form of stalking, as well as hyperlinks, torrents or other references to such information on third-party websites anywhere in the world (even if the information would be legal in the relevant jurisdiction).

Article 9: Obligations of Mister Pixel

Unless otherwise agreed in writing, Mister Pixel guarantees that the assignment provided has been carried out to the best of its ability under the application of sufficient care and skill.
Account and traffic data are accessible only to Mister Pixel and the client. This data is not provided to third parties unless Mister Pixel is required to do so by law or court order.
Account and traffic data are accessible only to Mister Pixel and the client. This data is not provided to third parties unless Mister Pixel is required to do so by law or court order.
Your personal information, supplied documents, visual and audio materials will remain confidential. Mister Pixel never provides information such as name, address, e-mail address, phone number, etc. to third parties without your express prior requested and given consent.

Article 10: Execution of Agreement.

Mister Pixel has the right to have certain work performed by third parties.
Mister Pixel is not liable for damages of any kind due to the fact that a user of the final product (website) has relied on incorrect and/or incomplete data provided by the client, unless such inaccuracy or incompleteness should have been known to Mister Pixel.
Client indemnifies Mister Pixel for any claims of third parties, who in connection with the execution of the agreement suffer damages attributable to the client.

Article 11: Delivery

The date of delivery is given only as an indication and does not bind Mister Pixel. Delay in delivery shall not entitle the client to compensation or price reduction nor to rescind the contract.
If the parties have expressly agreed on a binding delivery period, this period shall be extended if the client fails to transfer information, documents, originals, images (in a timely manner) and to accept the improved proofs (in a timely manner), or if the client places additional orders.
However, exceeding the delivery time shall never constitute default and shall not affect the client’s obligation to take delivery of the goods. Under no circumstances shall the client be entitled to cancel the contract, refuse receipt of the goods or their payment, or claim compensation.

Article 12: Third Parties

Mister Pixel is not liable for price changes made by hosting providers or third parties. These prices are implemented by Mister Pixel without notice.
Mister Pixel is not liable for outages or other hiccups that occur at the hosting company that are not caused by the actions of Mister Pixel.
Mister Pixel is not liable for the consequences of registering (with personal data) domain name and hosting with a hosting provider and/or domain name registrar.
If the final product (website, webshop) contains links leading to third-party websites, these are websites for which Mister Pixel is in no way responsible.

Article 13: Support Software

Mister Pixel only supports its supplied software such as plugins and themes. Upgrades and installations outside of Mister Pixel are not supported unless otherwise agreed in writing.

Article 14: Confidentiality

The parties undertake to maintain confidentiality regarding all confidential information received about the other party’s business. The parties also impose this obligation on their employees as well as on third parties engaged by them in the execution of the agreement between the parties.
Information shall in any case be considered confidential if it is designated as such by either party.

Article 15: Miscellaneous provisions

Should any provision of these terms and conditions, in the opinion of the competent court, be inapplicable or contrary to public policy or law, then only the provision in question shall be considered unwritten and the parties shall replace it with one or more provisions that are as close as possible to the conflicting provision(s) and otherwise these general terms and conditions shall remain in full force and effect.
All our offers and agreements concluded with us are governed by Dutch law.
Mister Pixel may modify and supplement the general terms and conditions at any time without prior notice and reasons. Amendments shall also apply with respect to already concluded agreements subject to a period of 30 days after publication of the amendments on the website. If the client does not wish to accept a change in these terms and conditions, he may rescind the contract. However, this does not release the client from his obligations to pay for the services already rendered.
Mister Pixel has the right to take delivered products and services out of service temporarily if maintenance work is necessary.
Changes in legal form do not affect the agreement.

Article 16: Liability

Liability of Mister Pixel for indirect damages such as consequential damages, lost profits, missed savings, diminished goodwill, damages due to business stagnation, damages as a result of claims by customers of the client, damage or loss of data, is excluded.
In the absence of obligations on the part of Mister Pixel, the client must, no later than 30 (thirty) days after observation, make that complaint by registered mail. Failure to do so will void any claim and standing of Mister Pixel.
If Mister Pixel considers the complaint justified, the relevant products or services will be replaced or reimbursed after consultation with the client.
The maximum compensation is equal to the price paid by the client over the product or service.
Complaints do not suspend obligations of Principal.

Article 17: Cancellation, duration and termination.

Should there be a cancellation from the client during the collaboration, Mister Pixel will charge for the work already delivered. This cost will be 70% of the parts made (not the same as delivered). Mister Pixel is authorized to suspend the fulfillment of its obligations or dissolve the agreement.
The agreement for hosting and domain name registration is entered into for a minimum term of twelve (12) months and have a notice period of 1 month.
Unless otherwise agreed in writing, in the absence of written notice of termination, the agreement is always tacitly renewed for a period of one year.
If the Client fails to fulfill any of its obligations under the contract or under these terms and conditions, Mister Pixel has the right to terminate all contracts entered into with the Client concerned without the need for notice of default or judicial intervention and without prejudice to Mister Pixel’s right to compensation for damages, lost profits and interest.
Mister Pixel is entitled, without notice of default or judicial intervention, either to suspend the agreed services or to terminate the agreement in whole or in part, without Mister Pixel being liable for any compensation and without prejudice to Mister Pixel’s further rights in the following cases:
- non-performance or late performance by the client of its obligations under the contract;
- communicate to Mister Pixel false or inaccurate personal data or other incorrect information;
- bankruptcy of the client or filing for suspension of payments.
Upon early termination on any of the aforementioned grounds, the payment obligations agreed upon for the remaining term of the agreement shall be immediately due and payable in full.
After cancellation of the agreements by the client, there is no right to a refund.

Article 18: Force Majeure

In the event of force majeure, which in any case includes domestic unrest, mobilization, war, transport disputes, strikes, lockouts, business disturbances, stagnation in supply, fire, floods, import and export restrictions and in the event that Mister Pixel is unable to deliver by its own suppliers, regardless of the reason, as a result of which Mister Pixel cannot reasonably be expected to fulfill the agreement, the execution of the agreement will be suspended or the agreement will be terminated, all without any obligation to pay damages.
Mister Pixel is not liable for the consequences of events at a hosting provider, domain name registrar or others beyond Mister Pixel’s control.

Article 19: Amendments to general terms and conditions

Mister Pixel has the right to modify these General Terms and Conditions. An amendment will not take effect until 14 (fourteen) days after notification to Client. The Client may rescind the Agreement as of the date the change becomes effective.
After the effective time, the Client is deemed to have accepted the changes, tacitly.
Changes also apply with respect to agreements already concluded.