Terms and Conditions

Article 1 — Applicability

1.1 Scope: These general terms and conditions apply to all offers, quotations, work, assignments and agreements between DSTRCT Group (hereinafter: “Contractor”) and the contracting party (hereinafter: “Client”), as well as to all visits to and use of the website dstrctgroup.com.

1.2 Exclusion of other terms: The applicability of any purchasing conditions or other general terms and conditions of the Client is expressly rejected. These do not bind the Contractor in any way.

1.3 Deviations: Deviations from or additions to these general terms and conditions are only valid if and insofar as they have been expressly agreed in advance, in writing and by an authorised representative of both parties.

Article 2 — Quotations, assignments and execution

2.1 Formation: An agreement between the parties is only legally established after written or electronic confirmation by the Contractor, or after the unconditional signing of a proposal or quotation by the Client.

2.2 Best-efforts obligation: All services and assignments are performed by the Contractor on the basis of a best-efforts obligation to the best of its knowledge and ability, unless a specific, measurable result has been expressly and explicitly guaranteed in the written agreement.

2.3 Deadlines: All delivery times, delivery dates and planning dates stated by the Contractor are indicative and never constitute a strict deadline. Exceeding a deadline does not entitle the Client to compensation, dissolution of the agreement or suspension of its own obligations.

2.4 Additional work: Changes to the scope, deliverables, specifications or planning at the request of the Client that lead to additional work are considered additional work. This additional work is charged separately on the basis of the Contractor's hourly rates applicable at that time.

Article 3 — Rates and payment

3.1 Taxes and costs: All rates and prices stated by the Contractor are exclusive of VAT, other government levies and any additional expenses (such as travel and accommodation costs), unless expressly agreed otherwise in writing.

3.2 Payment term: Invoices must be paid in full within 14 days of the invoice date to the bank account designated by the Contractor. This term is a strict deadline within the meaning of Article 6:83(a) of the Dutch Civil Code.

3.3 Default and interest: In the absence of timely or full payment, the Client is in default by operation of law, without any further notice of default or reminder being required. From the first day of default, the Client owes the statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the outstanding amount.

3.4 Collection costs: All reasonably incurred extrajudicial and judicial collection costs are fully borne by the Client. The extrajudicial collection costs are set at a minimum of 15% of the outstanding invoice amount, with an absolute minimum of € 250.

3.5 Right of suspension: The Contractor reserves the right, in the event of late payment, to immediately suspend the execution of all ongoing work, assignments or access to licences until the full outstanding amount including interest and costs has been paid, without the Contractor becoming liable to the Client for damages.

Article 4 — Intellectual property and indemnification

4.1 Transfer of ownership: All intellectual property rights to the end products (deliverables) developed specifically for the Client are only transferred to the Client after full payment of all outstanding invoices, including any interest and costs, has been received by the Contractor.

4.2 Reservation of tooling & know-how: The Contractor retains at all times the full ownership, copyright and intellectual property rights to the underlying tooling, frameworks, source codes, methods, concepts, libraries and general know-how contributed or developed by it, regardless of whether these have been adapted for the purpose of the assignment.

4.3 Indemnification: The Client guarantees that all materials, texts, data, software, logos or images to be supplied by it do not infringe the intellectual property rights or other rights of third parties. The Client fully indemnifies the Contractor against all claims and demands from third parties in this respect.

4.4 Portfolio: The Contractor is unconditionally entitled to use the name of the Client, its logo and a description or representation of the developed end products for its own marketing, promotional and portfolio purposes, unless this has been expressly excluded in writing in advance.

Article 5 — Liability

5.1 Limitation of direct damage: The total liability of the Contractor due to an attributable failure in the performance of the agreement or on any other ground is limited to compensation for direct damage only, up to a maximum of the amount of the fees actually paid (excluding VAT) for that specific assignment in the 12 months preceding the event causing the damage.

5.2 Exclusion of indirect damage: Any liability of the Contractor for indirect damage, consequential damage, lost profits, missed savings, loss or corruption of data, reputational damage, missed assignments and damage due to business stagnation is fully and expressly excluded.

5.3 Duty to report and limitation period: The creation of any right to compensation is always conditional upon reporting the damage to the Contractor in writing and in detail as soon as possible, but no later than 14 days after discovering the damage. Any right of action against the Contractor lapses irrevocably after 12 months from the moment the event causing the damage occurred.

Article 6 — Force Majeure

6.1 Definition: The Contractor is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure includes in any case: internet outages, network or power failures, cyberattacks (such as hacks, ransomware and DDoS attacks), illness or unavailability of essential personnel, strikes, transport obstructions, shortcomings of suppliers and drastic government measures.

6.2 Consequences: During the period of force majeure, the obligations of the Contractor are suspended. If the force majeure period lasts longer than 90 consecutive days, both parties have the right to dissolve the agreement in writing, without any mutual obligation to pay compensation or to reverse performance arising.

Article 7 — Confidentiality

7.1 Confidentiality: Both parties commit to strict confidentiality of all confidential and business-sensitive information they have obtained from each other in the context of the offer or agreement. Information is considered confidential if this has been indicated by a party or if it follows from the nature of the information. This obligation remains in full force even after termination or dissolution of the agreement.

Article 8 — Applicable law and disputes

8.1 Choice of law: All legal relationships, quotations, assignments and agreements to which the Contractor is a party are governed exclusively by Dutch law.

8.2 Competent court: All disputes arising from or related to the agreement concluded between the parties shall in the first instance be submitted exclusively to the competent court in the district of Amsterdam.

Article 9 — Amendments to the terms

9.1 Right to amend: The Contractor reserves the right to unilaterally amend or supplement these general terms and conditions.

9.2 Applicable version: The version of the general terms and conditions that was in force at the time of the formation of the specific assignment remains applicable, unless a newer version has subsequently been expressly declared applicable in writing.

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