GENERAL TERMS AND CONDITIONS

VALENTINEBLE PROJECTS B.V.

Who We Are

Valentineble Projects B.V. is located in Cuijk, Netherlands.

Chamber of Commerce number: 83684514

Customer means you - the person or company we have an agreement with

Parties means Valentineble Projects B.V. and you together

When These Terms Apply

These terms apply to everything we do together, including:

1. Quotes and offers
2. Orders and agreements
3. Services and products we deliver

We can only change these terms if we both agree in writing. Your terms and conditions (or anyone else's) don't apply unless we specifically agree to them in writing.

Our Quotes and Offers

Our quotes are valid for 2 weeks unless we state a different time period. After that, they expire.

Quotes are non-binding unless we say otherwise. This means we can still decline after you accept (we have 3 days to do this).

If you accept our quote verbally, we need you to confirm it in writing or by email before it's official.

Our quotes don't automatically apply to repeat orders - we need to agree on that separately.

Pricing

All prices are in euros and exclude:

• VAT (sales tax)
• Administration fees
• Travel, shipping, or transport costs

Unless we say otherwise or agree differently with you.

Price Changes

We can change our prices, but we'll tell you in writing first.

If we raise prices within 3 months of our agreement, the increase won't be more than 5% (unless it's due to legal requirements or you can cancel without penalty).

Target Prices vs Fixed Prices

Unless we agree to a fixed price in writing, our price is a target price. This means:

• We can go up to 20% over the target price
• If we expect to go more than 20% over, we'll tell you right away and explain why
• You can then cancel the part that goes over the target price plus 20%

We review our prices yearly and post changes on our website before they take effect. If you're a consumer and don't like the increase, you can cancel.

Payment

Down Payment

We may ask for up to 50% upfront when we start work.

Payment Deadline

You have 14 days to pay the rest after delivery. If you don't pay on time, you're automatically in default - we don't need to send a reminder.

We can require immediate payment or ask for security before delivering anything.

Late Payment Consequences

If you pay late, we charge:

• Legal interest from the day you're late
• Collection costs (calculated according to Dutch law)
• Any damages we suffer

We can also pause our work until you pay.

If you go into liquidation, bankruptcy, or payment suspension, you must pay us immediately.

Even if you refuse to cooperate, you still owe us the agreed price.

Your Right to Cancel (Consumers Only)

If you're a consumer buying online, you have 14 days to cancel for any reason.

This doesn't apply if:

• The service involves accommodation, travel, restaurants, transport, catering, or leisure activities
• It's an urgent order
• You've waived this right
• We've fully completed the service within 14 days with your consent and you explicitly waived your cancellation right

The 14-day period starts:

• When you conclude the agreement for services
• When you confirm your purchase of digital content

To cancel, email us at michel [@] valentineble.com. You can download a cancellation form from www.valentineble.com.

Suspension and Set-Off (Business Customers)

If you're a business customer, you cannot:

Suspend payment (unless we've clearly failed to meet our obligations and it's directly linked)

Set off amounts you think we owe you (unless we've acknowledged your claim or a court has confirmed it)

Insurance

You must have adequate insurance for:

• Goods we deliver that are needed for our work
• Our goods at your location
• Goods delivered with retention of title

Coverage should include fire, explosion, water damage, medical repatriation and theft. Show us your insurance policy if we ask.

What We Guarantee

When we provide services, we promise to do our best work according to professional standards. However, this is a best-efforts obligation, not a guarantee of a specific result.

How We Work

We'll carry out the work professionally and carefully. We can use subcontractors if needed.

We'll work together with you and start after:

We've agreed on everything in writing

You've paid any required advance

Your Responsibility

Make sure we can start on time. If delays are your fault, you pay for the extra time and costs.

Information You Need to Provide

Give us all necessary information, data, and documents on time and in the format we need. You're responsible for making sure this information is correct, complete, and reliable.

If you don't provide what we need on time, you pay for any delays and extra work.

Ending an Ongoing Agreement

For agreements without an end date:

Business customers: 2 months' notice

Consumers: 1 month notice

Intellectual Property Rights

We keep all rights to:

• Designs, drawings, and writings
• Data carriers and information
• Quotes, images, sketches, models, and mock-ups

You can't copy, share, or use these without our written permission.

Confidentiality

Keep all information from us secret, including information you should reasonably know is confidential. Take necessary measures to keep it secret.

Exceptions - you can share information that:

• Was already public before you learned it
• Became public later (not because you leaked it)
• You must share by law

This obligation lasts during our agreement and for 10 years after it ends.

Penalties for Breaking Rules

If you break the confidentiality, intellectual property rules or the rules in this terms, you immediately owe us:

€1,000 if you're a consumer

€5,000 if you're a business

Plus €100 for each day the violation continues. We don't need to warn you first or prove damages. We can also claim additional damages.

You indemnify us

You protect us from any claims by third parties related to the products or services we provide.

Complaints

Check delivered products or services as soon as possible.

If something's wrong, tell us quickly:

Business customers: within 1 month of discovering the problem

Consumers: within 2 months of discovering the problem

Give us a detailed description so we can respond properly. Show that the complaint relates to our agreement. Complaints about ongoing work don't mean we have to do different work than we agreed on.

Formal Notices

Send any formal notices to us in writing. Make sure they actually reach us on time - that's your responsibility.

Multiple Customers

If we have an agreement with several customers, each of you is responsible for the full amount owed.

Our Liability

We're Only Liable For:

Direct damage that's directly and exclusively caused by our failure to meet our obligations.

We're Never Liable For:

• Indirect damage
• Consequential damage
• Lost profits
• Missed savings
• Damage to third parties

Liability Limits

If we are liable, our liability is limited to:

• The amount our professional liability insurance pays out
• If insurance doesn't pay: the invoice amount for the relevant work
• Maximum: €2,500

Images, photos, colors, drawings, and descriptions on our website or in catalogs are approximate only and don't create liability or allow you to cancel or suspend obligations.

Time Limit for Claims

Your right to compensation expires 12 months after the event causing the liability.

Canceling the Agreement

You Can Cancel If:

• We fail to meet our obligations (unless it's minor or insignificant).
• If we're temporarily unable to perform, you can only cancel after we're formally in default.

We Can Cancel If:

• You don't fulfill your obligations fully or on time
• We learn of circumstances suggesting you can't fulfill your obligations properly
• If you are not honest with us. 

Force Majeure (Unforeseeable Circumstances)

We're not at fault if we can't meet our obligations due to circumstances beyond our control.

This includes:

• Emergencies (civil war, riots, natural disasters)
• Failures by our suppliers or other third parties
• Unexpected power, electricity, internet, computer, or telecom failures
• Computer viruses
• Strikes
• Government measures
• Unexpected transport problems
• Bad weather
• Work stoppages

If force majeure prevents us from meeting our obligations, those obligations are suspended until we can fulfill them.

After 30 days, either of us can cancel the agreement in writing.

We don't owe you compensation during force majeure, even if we benefit from the situation.

Changing the Agreement

If we need to change the agreement after signing, we'll adjust it together in time.

This doesn't apply to products purchased in a physical store.

Changing These Terms

We can change these terms. Minor changes can happen anytime. We'll discuss major changes with you first when possible.

Consumers can cancel if there's a substantial change they don't agree with.

Transferring Rights

You can't transfer your rights from our agreement to others without our written permission.

This applies as a property law clause under Dutch law (Article 3:83, paragraph 2, Dutch Civil Code).

If Part of These Terms Is Invalid

If any provision is invalid or voidable, the rest still applies. We'll replace the invalid part with something as close as possible to our original intent.

Which Law Applies

Dutch law applies to all agreements between us.

The Dutch court in the district where Valentineble Projects B.V. is located has exclusive jurisdiction, unless the law requires otherwise.

Last Updated: June 1, 2022

Need our full terms? Please mail is at michel [@] valentineble.com