Terms & conditions
ARTICLE 1 Applicability and general conditions definitions.
1.1 ankepanke The corporation ankepanke, established in Heerlen (NL) and registered at the Commercial Register in the Netherlands on 20157066.
Client The natural or legal person who has commissioned ankepanke to create products or provide services.
1.2 These terms and conditions apply to the realization, content and fulfillment of all agreements between ankepanke and the client. Any general (purchasing) conditions of the client can only apply if expressly agreed.
1.3 In case the client wishes to commission identical work to multiple designers/design agency’s, then ankepanke should be made aware, including what designer/design agency.
ARTICLE 2 Offers and deals
2.1 All verbal and written offers, as well as related cost estimates of ankepanke, are without obligation and valid up to thirty days. Verbal agreements bind ankepanke only after a confirmation by email or letter. That also applies to changes.
2.2 The quoted prices only apply to the work and specifications mentioned in the offer and can be changed because unforeseen changes in the work, an amendment of the commission or an increase in the cost of materials or services necessary for the execution.
2.3 Making an offer does not obligate ankepanke to conclude an agreement with the client.
2.4 All said amounts in the offer by ankepanke do not include the legally applicable VAT rate and other government levies, for the manufacture goods and provide services.
ARTICLE 3 Conclusion of agreement
3.1 Offers from ankepanke can be accepted without any deviation. Changes in the order, and changes in the offer must be confirmed in writing or email by ankepanke.
3.2 By the client’s consent of ankepanke’s offer, the agreement concluded in accordance with the offer. The client agrees by email or letter. ankepanke will start the work after the conclusion of the agreement.
ARTICLE 4 Fulfillment agreement
4.1 ankepanke will carefully fulfill the agreement and as far as possible represent the interests of the client. If necessary, and agreed, ankepanke will keep the client up to date of the progress of work in the context of fulfilling the contract.
4.2 The client will do that which is reasonably necessary or desirable to enable the timely and proper delivery by ankepanke. In particular, the client will provide complete, sound and clear data or materials ankepanke asked for. The client informs ankepanke further facts and circumstances which may be relevant in connection with the fulfillment of the agreement. Responsibility for the recording of data or materials provided by the client for the execution of the agreement rests at all times with the client.
4.3 ankepanke ensures careful storage of the information coming from the client and/or business. The risk of damage or loss of stored data and/or business is for the client. The risk of damage and/or loss of such information or business during transport or shipping this is also for the client.
4.4 Prior to production, reproduction, publication and/or otherwise fulfill the contract, ankepanke will provide the client with the opportunity to check and approve the final design and/or models. ankepanke may ask the client to confirm the approval by letter or by email.
4.5 If ankepanke in fulfilling the agreement, as agreed with the client, with goods and/or services from third parties, and the goods or services are delivered to the client, the terms and conditions of the third party will apply to the client. Risks involving goods and/or services of third parties is for the client.
4.6 ankepanke will indicate the period within which a design and/or model is presented for approval. Unless expressly agreed otherwise, the period indicated is only an approximation and not binding. After approval, a new period will be given for fulfilling of the agreement. ankepanke here is not in default until after the client has send a registered notice of default and in the forthcoming performance of the contract period specified in the notice. The period specified in the notice must be reasonable.
4.7 Conducting tests, applying for licenses and assessing whether the client's instructions comply with the legal standards are not part of ankepanke’s tasks. It is the responsibility of the client that the contract complies with the applicable laws and regulations.
4.8 Additional work and any further verbal agreements, in addition to and in implementation of the agreement should be confirmed separately by ankepanke. The cost for this additional work and these agreements will be calculated separately. This additional work includes the additional work or expense (whether by enabling third parties) have to be make because of unclear and/or faulty information and/or goods provided by the client for the execution of the agreement. If ankepanke considers that further work is needed, and there is no consensus reached, the contract can be terminated, the expenses incurred are charged to the client.
4.9 The delivery of goods and/or services will take place at an agreed place. ankepanke can not be obliged to partly create the manufactured goods. The client will have to fully cooperate in the provision of manufactured goods and/or services. Each delivery takes place subject property until the client has fulfilled the agreement. The risk of damage and/or loss of goods during transportation or (electronic) transmission are for the client.
4.10 The client must expeditiously, but within ten days after delivery, examine whether the agreement is properly fulfilled. If the client proves the contrary, the client should notify ankepanke in writing with reasons, within the said period of ten days.
4.11 After the fulfillment of the agreement ankepanke is not obligated to store materials or used information.
ARTICLE 5 Cancellation and termination of the contract
5.1 If the client terminates the contract before ankepanke has begun implementation, the client shall pay compensation. compensation for possible damages and loss suffered. Loss of profit and/or the agreed fee, and in any case the costs incurred in preparation for the fulfillment of the agreement, including the already purchased materials and services hired.
5.2 If the agreement is terminated by ankepanke in connection with a culpable breach of the agreement by the client, the client shall compensate, in addition to damages, formulated above, the deficiency that already incurred. Conduct of the client on which no more can be expected to ankepanke fulfill the agreement is seen in this context as a breach.
ARTICLE 6 Intellectual property rights and property rights
6.1 All rights arising from the commission of intellectual property, also including patents, design rights and copyright, belong to ankepanke. This can only be different if the transfer of such a right is expressly agreed with the client. If the right can only be obtained by patent-registration, only ankepanke is able to do so.
6.2 Conducting research on trademark rights, design rights and/or copyrights, or other intellectual property rights of third parties is not part of the services by ankepanke. With respect to use copyrighted material from third parties in the fulfillment of the agreement, the client is responsible for acquiring a license for this. As long as doubts about the acquired license is ankepanke entitled to suspend the fulfillment of the agreement.
6.3 If it is agreed that third parties will be involved in a modification or development of the design, the client will is require these third parties to clearly state in all publicity (an elaboration of) the design contribution of ankepanke.
6.4 ankepanke is entitled to sign the design and/or (have) her name mentioned on the (final) design (whether or not in a colophon at the publication). Also, ankepanke is entitled to (have) a hyperlink placed on the website. The manner in which the entry takes place can be agreed upon by mutual agreement.
6.5 Within the framework of the agreement all created drawings, plans, models and other materials by ankepanke and/or (electronic) (source)material shall remain the property of ankepanke, whether managed by the client. Mentioned designs, or photos and/or other images of goods and/or services can be used by ankepanke for own promotion and be included in the portfolio.
6.6 Once the client has fulfilled his obligations under the agreement, the client obtains an exclusive and non-transferable license to use the (graphic) design.
ARTICLE 7 Fee and payment
7.1 ankepanke is entitled to increase the agreed price if after concluding the agreement one or more of the following (unforeseen) circumstances occur: increase in the cost of (source) materials or services required for the fulfillment of the agreement, new and/or increase in existing government levies, or comparable conditions.
7.2 If no price has been agreed to by ankepanke performed or to be performed services, for example additional work, a reasonable price will be agreed upon based on the rates of ankepanke and possible additional costs.
7.3 The price agreed by ankepanke can be increased reasonably if the client specification changes in the originally negotiated agreement. ankepanke will contribute to the modification of the specifications insofar as they can reasonably be expected to perform and if the performance does not vary substantially from the originally agreed order.
7.4 Payment must be made within fourteen days after the invoice date. If, after the that deadline no (full) payment is received, then the client is in default without notice and statutory interest from fourteen days after the invoice date. ankepanke is entitled to charge one-twelfth of the interest in respect of each month or portion thereof, wherein the client is in default to pay. The collection costs, both judicial and extrajudicial, also including the costs for lawyers, bailiffs and debt collection agencies, will be for the client.
7.5 At an agreed delivery in parts, ankepanke is entitled, in addition to payment of this part, also require the payment of costs incurred for the entire delivery. Furthermore ankepanke has the right to make the monthly fees for work performed and costs incurred for the implementation of the agreement.
7.6 ankepanke has the right to immediately invoice twenty percent of the agreed price after the conclusion as a down payment. The remainder of the agreed price will be charges shortly after completion of the agreement.
7.7 Payment must be made without setoff, right to discount or suspension.
7.8 When not (entirely) honored payment by the client, ankepanke entitled to suspend the fulfillment of the agreement until the date the payment is (completely) fulfilled. In that case the client is not allowed to use any available already made designs and/or models. The license expires at an not (entirely) fulfillment of the obligation to pay.
7.9 If by providing incomplete and/or incorrect information and/or goods by the client or by not providing timely information and/or goods by the client, any additional costs made in respect of the fulfillment of the agreement, are for the client. ankepanke will calculate and bill these costs separately.
ARTICLE 8 Liability
8.1 Shortcomings of ankepanke in the fulfillment of the agreement can not be attributed to her if they are not due to her fault and not under the law, the agreement or generally accepted practice in traffic accounted for.
8.2 The liability of ankepanke under the agreement is limited to such amount as is reasonable and fair in proportion to the agreed price, however, the liability does not exceed the agreed price in the contract. The latter may be different only if there is intent or gross negligence.
8.3 Any liability will void at least one year after fulfillment of the agreement.
8.4 ankepanke is not liable for the consequences of inaccuracies and/or incompleteness of information, data and/or goods provided by the client.
8.5 ankepanke is not liable for any errors and/or omissions in the delivered goods and/or services to be performed if the client has given approval, or in an opportunity to do an audit and has indicated this would not make use of the final design or sample before committing to production, reproduction or disclosure is passed.
8.6 ankepanke is not liable for any errors and/or omissions in the performance of the contract, or for damages resulting from the performance of the agreement, insofar as these are attributable to third parties engaged by agreement with the client. Also, ankepanke not liable for defects in third party offers and/or breaches of third party estimates.
8.7 ankepanke is not liable for damage to, or destruction of, materials third party for the benefit of the fulfillment of the agreement were rented or otherwise obtained from third parties on loan. The client is responsible for loss, theft or damage to property of ankepanke or third parties that have been made, rented, purchased or used for the fulfillment of the agreement.
8.8 ankepanke is not liable for damage to goods supplied after its commissioning by the client and/or harm to others resulting from the application or use of the results of the fulfillment of the agreement or third parties engaged in the performance. Also, ankepanke is not liable for damages in the form of loss or loss of goodwill (it business or profession) client.
8.9 ankepanke is not liable for claims of other parties to intellectual property rights on material or data provided by the client used in the fulfillment of the agreement.
ARTICLE 9 Final provisions
9.1 The contract between the client and ankepanke is not transferable except transfer of the entire business of the client.
9.2 ankepanke and the client will consider the facts and circumstances that have become known under the agreement confidential. Any third parties who are involved in the fulfillment of the agreement are bound by similar confidentiality.
9.3 The agreement between ankepanke and the client are governed by Dutch law. The competent court in disputes over the contract is the court in the district where ankepanke is located.
