Terms and conditions

1. Definitions

1.1Strakzat: Strakzat B.V., Voorhaven 27C, 3025 HC Rotterdam, the Netherlands, registered with the Chamber of Commerce (KvK) under number 76519139. Radial is a trade name of Strakzat B.V.

1.2Client: the company or organization that gives Strakzat an assignment, or asks it for a proposal.

1.3Assignment: the agreement between Strakzat and the client to carry out work, and that work itself.

1.4Deliverables: everything Strakzat makes for the client under an assignment and delivers as agreed, such as research, designs, prototypes, design systems, documentation and code.

1.5In writing: on paper or by email.

2. When these terms apply

2.1These terms apply to every proposal and assignment of Strakzat, and to everything it delivers under them.

2.2Strakzat works for businesses and organizations acting in the course of their profession or business. These terms are written for them, not for consumers.

2.3The client's own purchasing or other terms do not apply.

2.4Deviations from and additions to these terms only apply if both parties agree to them in writing, and only to the assignment they were agreed for.

2.5If a provision in these terms turns out to be void or is annulled, the rest still applies. The parties then replace that provision with one that comes as close to its purpose as the law allows.

2.6These terms exist in Dutch and in English. Where the two differ, the Dutch text prevails.

3. Proposals and how an assignment starts

3.1A proposal is free of obligation and valid for two months.

3.2Prices are in euros and exclude VAT and other government levies.

3.3A proposal can change if the work turns out differently than either party could foresee when it was made. Strakzat tells the client before it carries out the changed work.

3.4Rates and prices in a proposal do not automatically apply to later assignments.

3.5The client accepts a proposal in writing. If it does not, but lets Strakzat start the work, the proposal counts as accepted.

3.6Verbal agreements and promises only bind Strakzat once it has confirmed them in writing.

4. Carrying out the assignment

4.1Strakzat carries out the assignment carefully and independently, represents the client's interests to the best of its knowledge and works toward the result both parties agreed on. This is an obligation of effort, not of result. Where needed, Strakzat keeps the client informed of how the work is going.

4.2The client does everything reasonably needed for Strakzat to deliver on time and correctly, and in particular provides complete, correct and clear information and materials on time.

4.3If Strakzat draws up a budget for third-party costs at the client's request, that budget is an estimate. On request, Strakzat can ask third parties for quotations on the client's behalf.

4.4Unless agreed otherwise, the client gives the orders to third parties that are needed for the product, or has them given on its behalf. At the client's request, Strakzat can do this as its representative, at the client's expense and risk, for a fee both parties agree on.

4.5If Strakzat, by explicit agreement, buys goods or services from third parties in its own name and at its own risk and passes them on to the client, the supplier's terms on the quality, quantity and delivery of those goods or services also apply to the client.

4.6Before anything goes into production, is reproduced or is published, both parties give each other the chance to check and approve the final designs, prototypes or proofs. If Strakzat instructs production companies or other third parties, whether or not in the client's name, the client confirms its approval in writing when Strakzat asks for it.

4.7Unless agreed otherwise, the assignment does not include legal or regulatory checks: applying for permits, or assessing whether the client's instructions or the product meet laws, regulations or certification standards.

5. Deadlines

5.1Deadlines and delivery dates that Strakzat gives are estimates, unless the agreement explicitly makes a date final.

5.2Missing an estimated date does not by itself entitle the client to compensation or to end the assignment.

5.3Strakzat is only in default after the client has sent it a written notice of default by registered letter, giving a reasonable period in which to still perform, and Strakzat has not performed within that period.

6. Complaints

6.1The client reports complaints about the work in writing as soon as possible, and no later than ten working days after the assignment is completed.

7. Force majeure

7.1Strakzat does not have to meet an obligation if a circumstance prevents it that it is not to blame for, and that is not its risk under the law, a legal act or generally accepted views.

7.2Besides what the law and case law count as force majeure, it includes the people carrying out the assignment becoming unavailable, for example through illness or incapacity for work.

8. Ending an assignment early

8.1If the client ends the assignment early, for whatever reason, it compensates Strakzat's damage. That damage includes the work done, the costs made (including reserved capacity, materials bought, services ordered and storage) and lost profit.

8.2The client may cancel an assignment before Strakzat has started on it, provided it compensates Strakzat's damage as described in article 8.1.

8.3If circumstances outside Strakzat's control mean it cannot reasonably be expected to continue, Strakzat may end the assignment without owing any compensation. It is then paid for the work done and the costs made up to that point, and makes the results so far available to the client.

8.4If the client's behavior or actions are the reason Strakzat cannot reasonably be expected to continue, Strakzat may end the assignment and is entitled to the full fee for it.

9. Invoicing and payment

9.1An assignment worth more than €2,500 excluding VAT is invoiced in three parts: 50% at the start, 40% on completion and 10% on acceptance by the client or, if acceptance does not follow, on delivery in working order. Strakzat starts once the first 50% has been paid, and any deadlines run from that moment.

9.2An assignment worth €2,500 or less excluding VAT is invoiced in full at the start.

9.3Articles 9.1 and 9.2 do not apply to continuing agreements, such as a monthly retainer. Those are invoiced as the proposal says.

9.4Strakzat only invoices differently from this article if that has been agreed explicitly and in writing.

9.5Invoices are due within 14 days of the invoice date, without discount or set-off. The client may not suspend payment of invoices for work already done.

9.6If Strakzat has not been paid in full when the payment term ends, the client is in default without further notice and owes the statutory commercial interest (wettelijke handelsrente) from that moment.

9.7All costs of collecting a late payment are for the client, both in and out of court, including the costs of legal assistance, bailiffs and collection agencies. The out-of-court costs are at least 10% of the outstanding amount.

10. Intellectual property

10.1The intellectual property rights in the deliverables pass to the client once it has paid everything it owes for the assignment. Until then they remain with Strakzat. Where the law requires a separate deed for that transfer, Strakzat cooperates in drawing one up.

10.2Strakzat's own tools, methods and know-how do not pass to the client, nor do the generic components, templates and code that Strakzat developed apart from the assignment or uses for more than one client. Where these are part of the deliverables, the client receives a permanent, non-exclusive license to use them as part of those deliverables. Components from third parties, such as open-source software, remain under their own license.

10.3Sketches, explorations and intermediate versions that are not part of the agreed deliverables remain Strakzat's, unless agreed otherwise.

10.4Strakzat may show the work in its portfolio and in presentations, and name the client, unless agreed otherwise and provided this does not harm the client's interests. It never shows confidential information.

10.5Unless the work does not lend itself to it, Strakzat may have its name mentioned on the work, or removed from it.

10.6Unless agreed otherwise, the assignment does not include research into existing patents, copyrights, portrait rights or other rights of third parties, nor into whether the deliverables can be protected for the client.

10.7The client guarantees that it may use the material it provides for the assignment, such as text, images, data and software, and indemnifies Strakzat against claims of third parties about that material.

11. Warranty

11.1Strakzat fixes faults in the deliverables within a reasonable time if the client reports them in detail and in writing within fourteen days of delivery. Strakzat does not have to fix faults reported after that.

11.2Strakzat does not guarantee that the product will work without interruption, errors or other defects, or that every error will be fixed.

11.3Repair is free for work done at a fixed price. For other work, and for faults caused by wrong or improper use or by other causes outside Strakzat's control, Strakzat charges the repair at its usual rates.

11.4Restoring damaged or lost data is not covered. The warranty lapses if the client changes the deliverables, or has them changed, without Strakzat's written permission. Strakzat will not withhold that permission on unreasonable grounds.

11.5Strakzat guarantees that it designed the deliverables itself and, where copyright rests on a design, that it is the maker within the meaning of the Dutch Copyright Act (Auteurswet) and may transfer those rights as article 10 describes. This does not apply to the third-party components named in article 10.2.

11.6The client indemnifies Strakzat, and the people it engaged for the assignment, against all claims of third parties that arise from how the client applies or uses the result of the assignment.

12. Liability

12.1Strakzat is not liable for:

• errors or gaps in material the client provides;
• misunderstandings or errors in carrying out the assignment that the client causes, such as by providing information, materials or software late, incomplete, incorrect or unclear;
• errors of third parties engaged by or on behalf of the client;
• defects in suppliers' offers, or suppliers exceeding their quotations;
• errors in the design, the product or the content that the client approved under article 4.6, or that would have shown in a prototype or proof the client chose not to have made;
• the results of putting advice from Strakzat into practice.

12.2Where Strakzat depends on the cooperation, services and deliveries of third parties, it is not liable for damage that results from those relationships or from their ending, whenever that damage arises or becomes visible.

12.3Except in the case of intent or gross negligence, Strakzat's liability, whether from the agreement or from an unlawful act, is limited to the amount it invoiced for the assignment, excluding VAT. For an assignment that runs longer than six months, or a continuing agreement, it is limited to what Strakzat invoiced in the six months before the event that caused the damage. It is never more than Strakzat's liability insurance pays out in that case, where that insurance covers the damage.

12.4Strakzat is not liable for indirect damage, such as lost profit, lost savings, lost data or damage from business interruption.

12.5Any claim against Strakzat lapses one year after the assignment has been completed.

12.6Once the assignment has been completed, neither party has to keep the materials and data that were used for it.

13. Confidentiality and personal data

13.1Both parties keep confidential all information and circumstances they learn from each other in the assignment, where it must be clear that the other party wants to keep them confidential. Third parties involved in the assignment are bound to the same.

13.2If Strakzat processes personal data on the client's behalf in an assignment, for example in user research, the parties conclude a data processing agreement for it.

14. Changes to these terms

14.1Strakzat may change these terms. A change also applies to assignments already running, thirty days after Strakzat has notified the client of it in writing. A client that does not accept the change may end the running assignment from the date the new terms take effect.

15. Applicable law and disputes

15.1Dutch law applies to every assignment between Strakzat and the client.

15.2Disputes are brought before the competent court in the district where Strakzat is established.