Six Fingers Delivery Conditions

Definitions

1.1 Six Fingers B.V.: company for advising and supporting organisations in gaining a distinct market position and/or way of working as well as developing and exploiting marketing concepts. Six Fingers B.V. is registered with the Dutch Chamber of Commerce in Eindhoven under Dossier Number 52285642.

1.2 Client: the private individual or legal entity that has concluded or wishes to conclude an agreement with Six Fingers B.V. for services by us and/or awarding contracts to us, besides its representative(s), authorised person(s), assignee(s) and successor(s).

1.3 Product: the creation and implementation of a marketing concept.

Applicability

2.1 No other conditions than these apply to the traffic between Six Fingers B.V. and Client, unless it relates to statutory provisions that take precedence over these conditions. Six Fingers B.V. expressly retains the right to change and amend these delivery conditions.

Quotations

3.1 All quotations and estimates by Six Fingers B.V. are free of obligation.

3.2 Advice, proposals and quotations provided by Six Fingers B.V. are addressed personally to the Client or the person requesting a quotation. It is not permitted to issue these, without the permission of Six Fingers B.V., to third parties or to use them for purposes other than to assess the quotation.

3.3 Six Fingers B.V. is only bound to quotations if the acceptance of the quotation by the Client is confirmed within the stipulated term, or if no term is stipulated within no more than 21 days.

Commencement of the agreement

4.1 An agreement is concluded on the day on which the order confirmation is received by Six Fingers completed and signed.

4.2 It is possible to deviate from the conditions in Art. 4.1 when the Client is already known to Six Fingers B.V., but only with written permission from Six Fingers B.V.

Execution of the agreement

5.1 Six Fingers B.V. executes the agreement to the best of its knowledge and ability. If and in so far as the proper execution of the agreement requires it, Six Fingers B.V. has the right to engage third parties to execute certain activities.

5.2 The Client ensures that all details that Six Fingers B.V. indicates as being necessary are submitted in good time. If the details required for executing the agreement are not submitted to Six Fingers B.V. in good time, then Six Fingers B.V. has the right to suspend execution of the agreement and/or to charge any extra costs incurred as a result of the delay, such as waiting periods, to the Client.

5.3 The Client ensures that all employees of the Client, for which Six Fingers B.V. states that they are needed for executing the agreement, are available in good time to work on the contract. Employees is understood to include not only employees with a permanent employment contract, but also employees with a temporary employment contract, employees working via employment agencies, as well as consultants hired in by the Client.

If the employees required for executing the agreement are not made available to Six Fingers B.V. in good time, then Six Fingers B.V. has the right to suspend execution of the agreement and/or to charge any extra costs incurred as a result of the delay, such as waiting periods, to the Client.

5.4 Where necessary, changes to an agreement may be applied after written confirmation from both parties. This may affect the agreed time of delivery of the agreement. Six Fingers B.V. shall inform the Client as soon as possible of the new delivery time and financial consequences.

5.5 Six Fingers B.V. is not liable for any damages whatsoever, caused by incorrect and/or incomplete details submitted by the Client or its employees.

5.6 The Client remains responsible at all times for taking all commercial decisions. Six Fingers B.V. can never be held liable for this. Six Fingers B.V is also not liable for any other damages suffered by the Client, unless intent can be demonstrated. Nor is Six Fingers B.V. liable for damages caused by non-subordinates involved in executing the contract. In the event that Six Fingers B.V. is liable, the liability is limited to a maximum of EUR 10,000. Any claims of the Client in that context, must be submitted within one year after discovering the damages.

5.7 In the event of force majeure, Six Fingers B.V. is not in default. For temporary impossibility to meet the obligations, Six Fingers B.V. is entitled to suspend execution of the agreement. If there is a permanent impossibility to meet the obligations, Six Fingers B.V. is entitled to dissolve the agreement.

Delivery and delivery time

6.1 The contract commences on the date stated in the agreement once the completed and signed contract confirmation, the deposit of 75% of the agreed invoice amount, and delivery of the necessary material, has been received.

6.2 If the agreed delivery time is likely to be exceeded, this shall be disclosed as quickly as possible. Excessive overruns of the delivery time may be considered as grounds for dissolving the agreement. In case of force majeure, the term will be extended in line with that force majeure.

Copyright

7.1 The ownership of ideas and marketing concepts provided by Six Fingers B.V. prior to an agreement remains fully that of Six Fingers B.V., unless expressly agreed otherwise in writing. In the latter case, Six Fingers B.V. may stipulate compensation. At proven violation of the property stated, Six Fingers B.V. is entitled to charge a self-determined yet reasonable fee.

7.2 All intellectual property rights that can be exercised in relation to the results of the collaboration rest with the Client, unless expressly stated otherwise.

7.3 To establish for certain that the Client obtains the (intellectual property) rights to innovations that are inspired/based on consumers and contacts, Six Fingers B.V. shall determine the following in its agreement with consumers and clients that participate in research or co-creation: “The information you submit is used as a source of inspiration for our Client to become better acquainted with the target group. If the contact between you and the Client/manufacturer leads to (for example) new products, design or other innovations, then all rights to such innovations belong to the Client.”

7.4 Six Fingers B.V. retains the right to use the knowledge gained thorough executing the activities for other purposes, as long as no confidential information is provided to third parties.

Liability

8.1 Six Fingers B.V. is neither responsible nor liable for the content of the material supplied by the Client. The Client must ascertain that the material supplied by the Client is free of third-party copyright.

8.2 In case of attributable failure to perform the agreement, Six Fingers B.V. is only liable for substitutionary damages up to a maximum of the invoice amount. Any liability of Six Fingers B.V. for any form of damages whatsoever is excluded, including compensation for indirect damages, consequential damages or damages due to lost sales or profits.

Prices

9.1 All prices offered are exclusive of VAT.

9.2 Every contract is budgeted by Six Fingers B.V. in advance based on the hourly rates below. The budget is submitted to the Client for approval. During the activities, extra activities may be required. These are also budgeted and discussed with the Client.

9.3 Extra wishes of the Client that are not established in the agreement and that result in extra work, must be honoured proportionally and as per the agreed hourly rates.

Payment

10.1 After signing of the contract confirmation, it gains the status of a contract. From that point on, an agreement is concluded between the Client and Six Fingers B.V., and the Client is obliged to honour the work of Six Fingers B.V. as per the agreement.

10.2 For contracts above € 1000, the Client must pay 75% of the gross total amount of the quotation as an advance payment. To this end, Six Fingers B.V. submits an invoice that must be paid within 21 days.

10.3 After completion of the contract, Six Fingers B.V. shall send an invoice for the amount related to the agreement, less the already settled advance payment, where applicable. The Client must settle the amount payable within 21 days after invoice date.

10.4 After the expiry date, statutory interest is charged, without notice of default being required. If payment is not forthcoming, Six Fingers B.V. may invoke the uncertainty exception to suspend the execution of the contract. If the Client is in default or is defective in any other way in meeting one or more of its obligations, then all reasonable costs incurred in obtaining settlement are on the account of the Client, both judicial and extra-judicial.

10.5 If the Client decides to terminate the collaboration in the meantime, then that is only possible with written permission. Six Fingers B.V. retains entitlement to payment of the fee for the activities carried out up to that point, the Out of Pocket costs incurred up to that time, as well as 50% of the remaining project budget in relation to the time reserved for the Client Obviously the Client receives the provisional results of the work carried out up to that point after termination of the collaboration.

Dissolution and suspension

11.1 If the Client is in default in terms of the law or these conditions, or fails to meet or meet on time its obligations as per the agreement, then Six Fingers B.V. has the right to dissolve the agreement by informing the Client of this in a written statement, or the suspending the obligations of Six Fingers B.V. as per the agreement, without prejudice to the rights of Six Fingers B.V. to full compensation.

11.2 Six Fingers B.V. has the authority to suspend in whole or in part compliance with the obligations, or to dissolve the agreement. This authority applies to the following cases: if the Client dies or is placed under receivership, if the Client proceeds with strikes or transfer of the company or a major part thereof, including placing the company in an existing company or one to be established, or moves to change the objectives of the company, in a state of obvious insolvency, if the Client is declared bankrupt or is made the subject of a bankruptcy procedure, goes into administration, a suspension of payment or is subject to seizure of the total assets or a part thereof. By both parties, if the counterparty is in a situation of force majeure and it may be assumed that this shall be of a duration longer than 30 days.