General terms and conditions

Article 1. Definitions

In these general terms and conditions, the following definitions shall apply:

Digital Playground (We form): the company defined in Article 2 of these general terms and conditions;
Client (You form): the party with whom Digital Playground has entered into an Agreement or the party entering into negotiations with Digital Playground about it;
Agreement: any agreement between Digital Playground and you;
Written(e): notification by e-mail, by message via electronic device or by post;
Third party(ies): persons who are not parties to the agreement;
Service: the services offered by Digital Playground which may include, for example, the development of a corporate identity, website, web shop and/or web application and the subsequent hosting and maintenance thereof and the performance of marketing activities;
Product: the website, web shop, web application, house styles and graphic designs we developed for you.

Article 2. General provisions

These general terms and conditions apply to all (legal) acts performed as a result of the agreement between you and Digital Playground concluded Agreement.
Unless we have jointly agreed otherwise in Writing, the applicability of your or other (general) terms and conditions is excluded.
All deviations and additions made to these terms and conditions are valid only if we have jointly agreed so in Writing.
If together we sometimes deviate from these terms, that does not mean you can expect a deviation from us by default. We always have the right to hold you to the accepted terms.
We will always do our utmost and endeavour to fulfil the Agreement fully and correctly. Unfortunately, it may happen that the desired result is not achieved. We therefore enter into an Agreement that leads to an obligation of effort and not an obligation of result.
We may have the right to engage Third Parties in the performance of the Agreement. We do this in order to perform the Agreement as well and quickly as possible.
The effect of article 7:407 paragraph 2 of the Civil Code is excluded. This means that if you give a project partly to us and at the same time partly to another contractor, and we have to work together, we are not and cannot be held liable for the shortcomings of the other contractor. For the parts of the Agreement performed by him/her, you must be with this contractor himself/herself.

Article 3. The offer

It may happen that an offer from us is only valid for a certain period of time. If this is the case, this will be stated with the offer.
The offer contains a sufficiently accurate description of the services and digital content on offer. This description enables you to make a proper assessment of the offer. Any errors or mistakes in the offer are not binding.

Article 4. The Agreement

Our Agreement comes into effect when the offer and its terms and conditions are accepted.
If any of the provisions of these general terms and conditions cannot be invoked, we will consult together to arrive at a valid provision that is closest to the invalid provision. The invalidity or nullification of a provision therefore does not affect the validity of the entire general terms and conditions.
If we have doubts about whether you can fulfil your side of the Agreement, for example payment, we have the right not to execute the Agreement.
The right of set-off and suspension are excluded if you are acting in the course of your profession or business.
You grant us the exclusive right to perform the assigned assignment unless we jointly agree otherwise in Writing.
Does our Agreement result in an additional or follow-up order? Then these general terms and conditions also apply to it.
We will always try to meet the agreed delivery time. It can only happen that something goes wrong or that there may be a delay due to heavy workloads for us or for you. If the agreed delivery time is moved, there is no right to compensation. These deadlines are always indicative, unless we have explicitly agreed a final binding date together In Writing and by way of exception. If this is the case, this will be clearly stated by us.
For the execution of the Agreement, we are also dependent on information from your side. If you provide information late or not in the correct form, this may affect the delivery time.

Article 5. Dissolution and notice periods

As soon as we notice that the Agreement between us can no longer continue for certain reasons, we must immediately terminate or dissolve the Agreement without notice of default. This is the case, for example, if payments stop on your side, we no longer receive any response from you for a period of 1 (one) month, there is a (reasonable prospect of bankruptcy, WSNP, suspension of payments or seizure of assets.
Digital Playground's outstanding claims do not logically lapse by termination or dissolution of the Agreement.
If the Agreement terminates due to force majeure, see article 8, we are entitled to payment for the hours worked, investments made and costs incurred at the time of termination.
It is possible for both of us to terminate the Agreement. However, we both have to take into account a notice period of one month.
We may purchase certain items such as licences and domain names for you. We often buy these things for a certain period, such as 1 (one) year. We will always let you know in good time when, for example, we will purchase a licence or domain name for a certain period. You have until one month before (automatic) renewal to terminate this part of the Agreement, after which it is not possible to terminate it prematurely. This is because we already have to pay these costs for the entire period in advance. This situation therefore expressly constitutes an exception to the right in paragraph 3 of this article (the possibility of early termination).

Article 6. Liability

We are not liable for direct or indirect damages. Not limited is our liability for damages resulting from intentional or deliberate recklessness on our part.
Digital Playground's total liability is limited to compensation for damages up to the amount of our Agreement. In no case will the total compensation for damages exceed the amount paid out by our liability insurance.
Does an Agreement last several months, with you making multiple payments over those months? Then we will only reimburse an amount equal to the payments made by you over the past 6 (six) months.
You must report any damage in writing to us in time. If you only report the damage to us one year after the damage occurred, the claim expires and we will no longer compensate any damage.
We are not liable for damage inflicted by auxiliary persons as in Article 6:76 of the Civil Code.
We are not liable for damages of any kind due to the fact that we have relied on incorrect and/or incomplete data you have provided to us or if you provide data too late.
Are we nevertheless liable for direct damage? Then direct damages are:
1. The reasonable costs you would have to incur to have our performance comply with the Agreement; these substitute damages will not be compensated if the Agreement is rescinded by op or claim of you;
2. Reasonable costs incurred by you for having to keep the old system(s) and associated facilities operational longer due to our inability to deliver by a binding delivery deadline expressly agreed between us in Writing. These reasonable costs shall be reduced by any savings resulting from delayed delivery. This explicitly does not apply to the regular delivery deadlines, as these are only indicative, see article 5 paragraph 7 of these general terms and conditions.
3. Reasonable costs incurred by you to determine the cause and extent of your loss;
4. Reasonable costs incurred by you to prevent and/or limit the damage, insofar as you can prove that these costs actually led to preventing or limiting the damage.
You indemnify us against any claims by Third Parties who suffer damage in the performance of the Agreement. By this we also explicitly mean claims of trademark rights registered with BOIP or any other authority.
Digital Playground is never liable for errors made by Third Parties.
A change in the algorithm of a search engine, for example, may cause your ranking to drop. Unfortunately, there is nothing we can do about this and we do not accept any liability.
You are responsible for what you execute on what we have delivered. Of course, before we start working together, we briefly check whether we fit together. As soon as you start using what we have delivered and, for example, offer services via a website, this is your own responsibility. As soon as a Third Party asks us to take the website offline, we will in principle not comply, unless it concerns a government agency.

Article 7. Force majeure

Something may happen that is beyond our control. This could, for instance, be a pandemic or government-imposed measures that prevent us from doing our work or from doing it properly. But also, for example, strikes, computer viruses, hacks, (major) cable breaks, power failures, excessive incapacity for work on our part or the failure or complete breakdown of Third Party tools. No matter how hard we work, in such cases we unfortunately cannot keep our promises. We rely on your understanding. It is therefore not possible to claim compensation in such cases.
When such a situation arises, we will do our utmost to deliver as soon as possible. Is there still force majeure after 30 (thirty) days? Then we both may dissolve the Agreement. In that case, it is not possible to be compensated for any damages. However, we are entitled to be paid for the costs, hours and investments already incurred.

Article 8. Consequences of delivery period

In performing our Services and creating our Products, we work on the basis of a schedule. Our Agreement also imposes obligations on you. For example, you may have certain deadlines by which you must deliver information to us or perform something.
We will inform you about this planning in advance and distinguish between a number of phases.
During each phase, there follows an opportunity for you to give feedback on the draft we provide.
You are entitled to two free feedback rounds per phase of the project. Additional feedback rounds can be used for a fee. Such an extra feedback round is considered 'additional work'. You will pay our hourly rate on the work that an additional feedback round provides us with. We will discuss the applicable hourly rate with you in a proposal the moment you want to make use of an extra feedback round.
After a round of feedback, we will process your feedback;
Our deadline for receiving feedback is 10 (ten) working days after we have sent the draft to you. Have you still not responded after these 10 (ten) working days have passed? Then we will contact you (by phone and/or e-mail), after which the feedback period will be extended once by 5 (five) working days.
Have you not provided us with feedback within the aforementioned period? Then the Product presented is deemed to comply with the Agreement. When the project is in the final/final stage, we close the project.
Do you still want to make changes to the Product after the feedback period has expired? If so, we will spend extra time reopening and resuming the project. For this reason, we will consider any requested changes after the feedback period has expired as 'additional work'.
In case of additional work, we will make the requested adjustments on the basis of subsequent calculation at our applicable hourly rate. In addition, we are obliged to charge you for start-up costs.

Article 9. Warranty

We guarantee that our Services and Products comply with the agreement and with the legal provisions and government regulations applicable at the time the Agreement was concluded.
You are prohibited from processing (or having processed) a Service and/or Product supplied by us. After all, you engage us to perform a certain task. In addition, an adaptation may impair a Service and/or Product developed by us.
Do you nevertheless violate the obligation mentioned in the previous paragraph? Then you are obliged to respect our copyright of the Product/Service provided by us. You are aware that all guarantees lapse. Furthermore, in that case we are no longer obliged to perform work and all licences granted to you within the framework of our Service/products will lapse.
The guarantee in paragraph 1 expressly does not apply if:
1. You process the delivered Products yourself or have this done by Third Parties;
2. You have exposed the delivered Products to abnormal conditions or failed to follow the instructions for use or otherwise handled the Products carelessly;
3. The defectiveness is wholly or partly the result of regulations imposed or to be imposed by the government on the nature or quality of materials.

Article 10. Prices

All amounts displayed are in euros and exclusive of turnover tax and other government levies, unless otherwise agreed.
We operate with a down payment of 30% before commencement of the Agreement and a residual payment of 70% after completion.
We are entitled to apply an inflation adjustment once a year.
Our prices are based on cost price determining factors at the time of the offer. We are allowed to pass on to you changes in the cost price that are beyond our reasonable control 3 (three) months after the conclusion of the Agreement. This may be up to a maximum of 20% of the original amount.
Does our offer consist of several parts? Then we are not obliged to perform only part of the Agreement if you accept only part of the parts.

Article 11. Payment & invoicing

In some cases, you will checkout immediately. Does this not happen? Then you must pay the amount due within no later than 30 (thirty) days from the invoice date, unless we have agreed otherwise in Writing.
Is there an error in the payment details we provide? Then you have a duty to report this to us as soon as possible.
If you do not pay on time, we will always let you know first. We will then give you another 14 (fourteen) days to pay the amount. Still not successful? Then we will unfortunately have to hand over the claim to a collection agency. You will have to pay the costs of the collection agency. You can always contact us for payment arrangements.
In case you have not paid after the extension of the payment deadline referred to in the previous paragraph, we will close the project for which the Agreement was concluded. Have you paid and want to reopen the project? Of course, we are happy to help, but then we will spend extra time reopening and restarting the project. In that case, we will therefore also charge you a start-up fee.
Is there a (reasonable prospect of) bankruptcy, liquidation, suspension of payments or debt restructuring under the WSNP? Then our claims on you and your obligations to us are immediately due and payable.
Payment(s) made by you are first intended as payment of the interest and costs owed to us by you. Are there none? Then the payment applies to the longest outstanding payable invoices. This also applies if you indicate that the payment relates to another invoice.

Article 12. Complaints

Should there be something wrong with the performance of the Agreement and therefore a defect? Then you must let us know within 2 (two) months after you discovered the defect. Is there a visible defect? Then you must let us know a lot faster, namely within 48 (forty-eight) hours.
The above deadlines are deadlines. This means that your right to complain expires after this period. You can then no longer claim the defect.
When you agree to a draft, this also means that you really agree. We will then no longer change the concept free of charge. So always assess the concept carefully!
After you notify us of the complaint, we will immediately start working for you. After receiving the complaint, we have 4 (four) weeks to try to resolve the defect.
A complaint filed by you will not cause your payment obligation to be suspended.

Article 13. Transfer

Rights and obligations always follow from an Agreement. The rights and obligations under our Agreement cannot be transferred by you to another party, unless we agree otherwise in Writing. This provision has so-called property law effect (article 3:83 paragraph 2 of the Civil Code).

Article 14. Additional work

When we provide a Service, it can happen that a situation arises in which it will cost more time and money to execute the Agreement than anticipated. For example, because you agree to a concept design delivered by us, but during the design a lot of adjustments come from your side. This is called additional work. After all, an agreement on a concept design is an agreement. If there is extra work, we will communicate this with you as soon as possible. The starting point is then to complete the Service according to the usual rates. We will discuss the financial consequences.
By agreeing to additional work as described above, you agree that the objectives and expectations of the Agreement may be affected.

Article 15. Intellectual property

When intellectual property rights are acquired in the performance of the Agreement, these rights always vest in us. You only get the non-exclusive and non-transferable right of use and processing granted by these terms and conditions or by law.
This right of use and processing also does not yet pass to you until the full invoice amount is paid.
In the event of persistent non-payment, we may take back or offline the delivery. You must give us, or a Third Party appointed by us, every opportunity to do so. We determine when we make use of this option. Of course, we always assess this in all reasonableness.
Unless we have agreed otherwise, you are not authorised to grant sublicences to Third Parties.
You indemnify us against any claims by Third Parties about intellectual property rights.
You have the right to use the knowledge we have gained during the performance of your Agreement for other Agreements and purposes, provided, of course, that no confidential information is shared here.
We have the right to use your name and logo for reference and promotion.
Do you act in violation of this article? Then we can immediately claim a penalty from you in the amount of three times the amount of our Agreement. In addition to this penalty, we are always entitled to claim full damages.
If we hold the copyright to a portrait of you, we can publish it with your permission. By agreeing to these conditions, you also give this permission. This is therefore not an infringement of your portrait right.
Do Third Parties nevertheless seize what we have delivered? If so, you must let us know as soon as possible.

Article 16. Management

We always have the right to change both our technical and non-technical facilities. You cannot then claim compensation, damages or dissolution of the Agreement.
For technical services to work properly, maintenance is, of course, very important. We assess whether maintenance is needed, if there are any malfunctions and/or delays. When this is the case, we may temporarily shut down the Service to fix the problems.
We will always let you know changes, strikes and deletions of the software in advance as much as possible. However, this is not always possible. You are therefore not entitled to advance notice.
You are personally responsible for the use of the given usage and access rights, even in case of unauthorised use. You shall behave as a responsible and careful user, as may be expected under a similar Agreement. If we give instructions on the use of the Product, you must always follow them.
If you fail to act in accordance with the provisions of this article, we may deny your use of and access to the Product.

Article 17. Confidentiality

Certain matters of the Agreement may need to be kept secret between us as Parties. We are then both obliged to keep this information secret. This is the case when it is abundantly clear that the information must be kept secret or when one of us has communicated this.
Do you act in violation of this article? Then we may immediately claim a penalty from you in the amount of three times the amount of our Agreement. By claiming this penalty, we do not lose the right to compensation for other damages suffered.

Article 18. Applicable law

Our Agreement and these general terms and conditions are governed exclusively by Dutch law.
If, unfortunately, problems do arise between us, we will first consult as much as possible to find a solution. Are we unable to reach a solution together? Then only the Dutch courts in the place where we are domiciled can be engaged.

Article 19. Survival

The provisions of the general terms and conditions and the Agreement that purport to remain valid after the end of the Agreement will continue to apply after the termination of the Agreement.

Article 20. Amendment or supplementation

We have the right to unilaterally amend or supplement these terms and conditions. Should this actually happen, you will be notified in time.
There will be 30 (thirty) days between such notification and the entry into force of the amended or supplemented terms.

Article 21. Action redesign hero-section homepage

When a visitor takes advantage of the offer for a free redesign of the hero-section of the homepage, he or she authorises Digital Playground to contact him or her in connection with this offer and to offer related services. This offer concerns only the design of the hero-section and not a complete redesign of the entire homepage. The processing of personal data takes place in accordance with our privacy statement.