Walnut Digital Terms and Conditions

Definitions

1. Walnut Digital: Walnut Digital B.V., established in Utrecht under Chamber of Commerce no. 92049389.

2. Customer: the person with whom Walnut Digital has entered into an agreement.

3. Parties: Walnut Digital and customer together.

4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Walnut Digital.
2. The parties can only deviate from these terms and conditions if they have expressly agreed this in writing.
3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

1. Offers and quotations from Walnut Digital are without obligation, unless explicitly stated otherwise.
2. An offer or quotation is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer.
3. Offers and quotations do not apply to any follow-up orders, unless the parties have expressly agreed this in writing.

Acceptance

1. Upon acceptance of a non-binding quotation or offer, Walnut Digital reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
2. Verbal acceptance of the customer only binds Walnut Digital after the customer has confirmed this in writing (or electronically).

Rates & other costs

1. All rates that Walnut Digital uses are in euros, are exclusive of VAT and exclusive of any other costs, unless otherwise agreed.
2. Any rate that Walnut Digital charges for its products or services, on its website or that have otherwise been made known, may change.
3. If the parties have agreed on a total amount for a service provided by Walnut Digital, this is always a target price based on the agreed scope and timing.
4. Walnut Digital is entitled to deviate from the target price up to 10%, and will always inform the customer.
5. If the target price is more than 10% higher, the customer has the right to cancel the part of the assignment that exceeds the target price plus 10%.

Consequences of not paying on time

1. If the customer does not pay on time, Walnut Digital may suspend its obligations until the customer has fulfilled its payment obligation.
2. If the customer does not pay within the agreed period, Walnut Digital is entitled to charge statutory interest from the day that the customer is in default, whereby a part of a month is charged for a whole month.
3. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Walnut Digital.
4. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, Walnut digital's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Walnut Digital, he is still obliged to pay the agreed price to Walnut Digital.

Guarantee When the parties have entered into an agreement with a service character, this only contains a best efforts obligation for Walnut Digital and therefore no obligation of result.

Execution of the agreement

1. Walnut Digital executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Walnut Digital has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the responsibility of the customer that Walnut Digital can start the execution of the agreement in a timely manner.
5. If the customer has not ensured that Walnut Digital can start the execution of the agreement in time, the resulting extra costs and / or extra hours will be borne by the customer.

Provision of information by the customer

1. The customer shall make all information, data and documents relevant to the correct execution of the agreement available to Walnut Digital in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they come from third parties, insofar as the nature of the agreement does not result otherwise.
3. If and in so far as the customer so requests, Walnut Digital will return the relevant documents.
4. If the customer does not, not timely or not properly make available the information, data or documents reasonably required by Walnut Digital and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.
5. Walnut Digital will only use the by the customer provided information for the goal of the project Walnut Digital is working on for the customer.

Intellectual property

1. Walnut Digital retains all intellectual property rights (including copyright, patent law, trademark law, visual and design rights, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
2. The customer may not copy the aforementioned intellectual property rights or have them copied or had them copied or made available to third parties or made available to third parties or used them in any other way, without the prior written permission of Walnut Digital.

Secrecy

1. The customer keeps secret every information (in whatever form) that he receives from Walnut Digital.
2. The same applies to all other information concerning Walnut Digital that the customer knows or can reasonably suspect is secret or confidential, or that he can expect that its dissemination may cause harm to Walnut Digital.
3. The obligation of confidentiality described in this Article shall not apply to information: o that was already public before the customer learned of this information or that later became public without this being the result of a breach of the customer's duty of confidentiality o that is made public by the customer on the basis of a legal obligation
4. The obligation of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Violation fine

1. If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, he will forfeit an immediately due and payable fine for any violation on behalf of the trade name. • if the other party is a consumer, this fine amounts to € 1,000 • if the other party is a legal entity, this fine amounts to € 5,000
2. In addition, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that that violation continues.
3. For the forbearance of this fine, no prior notice of default or legal proceedings is required. There also does not have to be any form of damage.
4. The forbearance of the fine referred to in the first paragraph of this article does not affect the other rights of Walnut Digital, including its right to claim damages in addition to the fine.

Protection The customer indemnifies Walnut Digital against all claims from third parties that are related to the products and / or services provided by Walnut Digital.

Complaints

1. The customer must examine a product or service provided by Walnut Digital as soon as possible for any shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Walnut Digital thereof as soon as possible, but in any case, within 2 weeks after discovery of the shortcomings.

Liability Walnut Digital

1. Walnut Digital is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
2. If Walnut Digital is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. Walnut Digital is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If Walnut Digital is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the amount of the damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. Walnut is not liable for any damage suffered by the customer that is caused by subcontractors.

Expiry period Any right of the customer to compensation from Walnut Digital expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right of rescission

1. The customer has the right to dissolve the agreement if Walnut Digital impreciably fails to comply with its obligations, unless this shortcoming, given its special nature or minor importance, does not justify the dissolution.
2. If walnut digital's fulfilment of the obligations is not permanently or temporarily impossible, dissolution can only take place after Walnut Digital is in default.
3. Walnut Digital has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if Walnut Digital has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.

Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of Walnut Digital to fulfil any obligation towards the customer cannot be attributed to Walnut Digital in a situation independent of walnut digital's will, because of which the fulfilment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfilment of its obligations cannot reasonably be fulfilled by Walnut Digital. are required.
2. The force majeure situation referred to in paragraph 1 also includes - but not exclusively - a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs because of which Walnut Digital 1 or more obligations to the customer cannot be fulfilled, those obligations will be suspended until Walnut Digital can meet them again.
4. 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.
5. Walnut Digital does not owe any (damage) compensation in a force majeure situation, even if it enjoys any advantage because of the force majeure situation.

Modification of general terms and conditions

1. Walnut Digital is entitled to change or supplement these general terms and conditions and will notify customers of these changes.

Transfer of rights

1. Customer rights under an agreement between the parties cannot be transferred to third parties without walnut digital's prior written consent.
2. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph of the Dutch Civil Code.

Applicable law and competent court

1. Any agreement between the parties is exclusively governed by Dutch law.
2. The Dutch court in the district where Walnut Digital is located / practices / has its office has exclusive jurisdiction to take cognizable of any disputes between parties, unless the law prescribes otherwise.

References

1. Walnut Digital is proud of its customers. We would like to mention our customers including logo as a reference on our marketing materials. If you don't want this, please inform us upon signing of the contract.

As updated on 23 November 2023