Terms and Conditions

General terms and conditions:

These general terms and conditions apply to all offers and agreements, as well as to any resulting supplies and services of any nature whatsoever between WONDERLAND ARCHITECTURE B.V. and the client. Our general terms and conditions shall always take precedence over any general terms and conditions of the client. By placing an assignment, the customer declares to have taken note of these general terms and conditions and to accept them. Deviations and additions are only binding if and insofar as they have been agreed in writing between the parties. The agreement concluded between the parties leads for our company to an obligation of effort, and not to an obligation of result, whereby our company is obliged to fulfil its obligations in such a way as may be required according to the standards of care and craftsmanship at the time of fulfilment of our company.

Term of execution:

A term stated by us for completing the assignment is only indicative, unless it is explicitly stated that it concerns a deadline. WONDERLAND ARCHITECTURE B.V. shall only be in default, even when the deadline stated for completing the assignment is exceeded, after the client has given us notice of default by registered letter and has granted WONDERLAND ARCHITECTURE B.V. a last, reasonable term in which to complete the assignment.
Exceeding the deadline by WONDERLAND ARCHITECTURE B.V. can only give rise to a right to compensation on the part of the customer, on condition that it is proven beforehand that this exceeding of the deadline is exclusively the fault of WONDERLAND ARCHITECTURE B.V. and not, for example, the result of force majeure, strikes, fault on the part of the customer (failure to deliver materials, information, feedback), faults by third parties, etc.

Provision of data:

The client is obliged to do all that is reasonably necessary or desirable to enable WONDERLAND ARCHITECTURE B.V. to deliver on time and correctly, in particular by supplying complete, sound and clear data and/or the necessary materials on time. In the event of late delivery, WONDERLAND ARCHITECTURE B.V. reserves the right to suspend the period of execution, at least for a period which is equal to the period of delay in delivery. In this case, WONDERLAND ARCHITECTURE B.V. shall also be entitled to give priority to another customer. Finally, WONDERLAND ARCHITECTURE B.V. shall also be entitled to cancel the assignment, if necessary; without the customer being able to claim any compensation for damages as a result. The client is fully legally liable (copyrights, etc.) for all material, data, etc. supplied by him. The actual damage must also be proven in this case. Under no circumstances will the compensation exceed 50% of the cost price (offer) of the project.

Force majeure:

Force majeure is understood to mean the situation in which it has become reasonably impossible to perform all or part of the agreement. An absolute impossibility is not required. If a situation of force majeure arises, as a result of which WONDERLAND ARCHITECTURE B.V. cannot reasonably be expected to continue with the assignment on the same terms, WONDERLAND ARCHITECTURE B.V. is entitled to discontinue or suspend the assignment, without WONDERLAND ARCHITECTURE B.V. being obliged to pay any compensation or provide any guarantee. In this case, WONDERLAND ARCHITECTURE B.V. shall retain the right to the fee for the work carried out up to that time, as well as the right to reimbursement of costs incurred up to that time and shall make the results achieved available to the client.

Price estimates:

All verbal and written offers and the associated price estimates are without obligation; and this as long as no final agreement has been reached between the parties. The price quotations may be subject to change due to, inter alia, an unforeseen change in the work.

Credit:

Unless explicitly agreed otherwise between the parties, WONDERLAND ARCHITECTURE B.V. is entitled to sign and/or provide its own creations with our identification mark, this in accordance with professional custom.

Completion:

The external features of the assignment, in particular the layout, the size of the images, the typeface, etc. (non-exhaustive list). (non-exhaustive list) are jointly determined by WONDERLAND ARCHITECTURE B.V. and the client, unless previously agreed otherwise. From the moment of delivery of the product to the customer, the risk, responsibility and any consequences for its use, shall be entirely transferred to the customer. The period of execution shall commence from the signing of the contract, as the services of WONDERLAND ARCHITECTURE B.V. commence at that time.

Complaints relating to advances or invoicing:

In order to be valid, any complaint must be made by registered letter to our company’s head office within 14 calendar days of the date of execution or of sending of the invoice, bill or cost statement. The invoice date is irrefutably presumed to be the date of sending the invoice. Payment of the invoice without protest within the stipulated term shall always and without exception provide sufficient proof of the services rendered. Proof of sending the invoice is provided by our outgoing invoice book or inclusion in VAT returns.

Payment obligation:

With every new assignment, an advance payment of 50% of the invoice amount is to be paid. WONDERLAND ARCHITECTURE B.V. shall only commence with the assignment entrusted to it once the advance payment has been made. Unless stipulated otherwise in writing, all invoices are always payable at the registered office of WONDERLAND ARCHITECTURE B.V. They must be paid into the account of WONDERLAND ARCHITECTURE B.V., within ten (10) days of the invoice date. VAT is always payable by the customer. All invoices are payable without discount to the established price. During the current assignment, after each completed phase, WONDERLAND ARCHITECTURE B.V. will draw up an interim invoice. These invoices are also payable within ten (10) days of the invoice date. If, upon expiry of the due date, WONDERLAND ARCHITECTURE B.V. has still not received payment (in full), the client shall be in default. In such cases, a fixed compensation of 15% of the outstanding invoice amount, with a minimum of €150.00, shall be payable, ipso jure and without notice of default. These conventional damages will be charged monthly, and this as long as the invoice has not been paid in full. A conventional interest of 10% on an annual basis shall also be due. Furthermore, in the event of non-payment or late payment, WONDERLAND ARCHITECTURE B.V. shall be entitled to suspend its obligations towards the client until such time as the client is no longer in default (ENAC). Invoices are only validly protested by registered letter reaching us within eight (8) days from the invoice date. If the customer fails to pay the invoice amount in principal and interest within the aforementioned term, the entire amount shall be payable at once and without further notice, even if not all invoices are past due. The discounts granted shall lapse in their entirety if these payment obligations are not strictly observed.

Duration of agreements:

If the activities of WONDERLAND ARCHITECTURE B.V. consist of the repeated performance of work for the client of an (almost) identical nature, then the agreement in question shall, unless otherwise agreed in writing, apply for an indefinite period of time. This agreement may only be terminated by giving notice by registered letter, observing a reasonable period of notice of at least one (1) month, unless otherwise agreed in writing. In this case, no termination fee shall be payable.

Acceptance and liability:

WONDERLAND ARCHITECTURE B.V. can never be held liable for errors in the outcome of the assignment, if the client has carried out a check and accepted the assignment carried out. The assignment carried out shall be deemed to have been accepted if, following completion, the client does not protest in writing and with reasons within eight (8) days.
The client bears the risk of misunderstandings or errors with regard to the execution of the agreement if these have their origin or cause in actions of the client, such as the late or non-delivery of complete, sound and clear data/materials. The customer also bears sole responsibility for the legal consequences of actions he has ordered and approved and of their conformity with the various statutory provisions, including the Market Practices Act and the Privacy Act.

Intellectual property:

The client agrees that the results of any work or services carried out by WONDERLAND ARCHITECTURE shall belong to the latter and that WONDERLAND ARCHITECTURE shall be the exclusive owner of all copyrights, know-how rights, drawings and models, animations, renderings, patents and any other industrial or intellectual property rights or any goodwill which it may create, either alone or jointly with others, during the term of the collaboration and which in any way relates to the activity of WONDERLAND ARCHITECTURE. The customer shall do everything reasonably necessary or desirable to ensure that the title to any such rights or goodwill shall effectively vest in WONDERLAND ARCHITECTURE without further compensation. In any event, the source files shall remain the exclusive property of WONDERLAND ARCHITECTURE.

Fee in the event of an altered assignment:

Fee in the event of a change in the assignment If the client deems it necessary to involve other suppliers (copywriters, video producers, host providers, content and service providers, etc.) in the development of the assignment awarded to WONDERLAND ARCHITECTURE B.V., the latter cannot be held liable for any fault on the part of the suppliers. The risk associated with this is entirely the responsibility of the customer. At the client’s request, WONDERLAND ARCHITECTURE B.V. can act as an agent at the client’s risk. If the client has instructed WONDERLAND ARCHITECTURE B.V. to be assisted by a third party, this automatically means that the client accepts the terms and conditions etc. of this third party. The terms and conditions of this third party will be communicated in advance by WONDERLAND ARCHITECTURE B.V. If WONDERLAND ARCHITECTURE B.V. is forced to carry out more or other work due to late delivery or non-delivery of complete, sound and clear data/materials, or due to a changed or incorrect assignment and/or briefing, WONDERLAND ARCHITECTURE B.V. reserves the right to charge for this work separately at cost price (€103 hourly rate).

Jurisdiction:

Any dispute shall be subject to the law and the courts of our registered office which shall have exclusive jurisdiction, unless one party, as first claimant, requests the Institute of Arbitration (www.euro-arbitration.org) to appoint an arbitrator, who shall settle any dispute in accordance with the Standard Dispute Rules. This clause applies exclusively together with the other general terms and conditions and the customer acknowledges having read and accepted it.

Dissolution:

The customer is entitled to dissolve the agreement with WONDERLAND ARCHITECTURE B.V. at any time, subject to compensation for all services provided by WONDERLAND ARCHITECTURE B.V. and the payment of a lump sum compensation of 30% of the services not yet provided. WONDERLAND ARCHITECTURE B.V. is entitled to demand higher compensation if it proves that the damage suffered would be higher. WONDERLAND ARCHITECTURE B.V. is entitled to dissolve the agreement if it cannot reasonably be expected to continue fulfilling the assignment due to the client’s fault. All services already provided shall then have to be reimbursed, increased by a fixed compensation of 30% of the services not yet provided. WONDERLAND ARCHITECTURE B.V. is entitled to demand higher compensation, if it can demonstrate that the damage suffered is higher. The following situations can be considered as a mistake on the part of the customer and therefore give rise to the dissolution of the agreement by WONDERLAND ARCHITECTURE B.V.:
– failing to provide complete, sound and clear materials;
– prolonged non-payment of one or more invoices;
– apparent insolvency (bankruptcy of the customer, cessation of payments, liquidation, attachment, low credit rating);
– unjustified refusal of approval of creations, such as designs, texts, translations;
– failure to give input or too little input on the occasion of briefings, etc;
– the disclosure of company secrets, etc;
Any claim for compensation must be communicated to us by registered letter within eight (8) calendar days after the occurrence of the harmful event. WONDERLAND ARCHITECTURE B.V. cannot be held liable if this term is exceeded. Under no circumstances can WONDERLAND ARCHITECTURE B.V. be held liable for indirect or consequential damages such as financial loss, commercial loss, loss of profit or income or loss of information from a third party or otherwise.
Nor can WONDERLAND ARCHITECTURE B.V. be held liable for the fate of the material which was entrusted to us by the client within the framework of the execution of our assignment or otherwise.

Subcontractors:

The client is not allowed to give orders directly to our subcontractors before, during and up to two years after the end of this agreement under penalty of a fine of 20% of the total value of this agreement.

Nullity:

If any clause of these general terms and conditions should not be in accordance with the legal provisions in force, this shall not imply the nullity of the entire general terms and conditions. In case of nullity of a clause, it shall be filled in according to the common law or by agreement between the parties.

Confidentiality:

Confidentiality Parties involved are obliged to keep all confidential information they have obtained from each other or from another source within the framework of their agreement confidential. Information is considered to be confidential if the other party has communicated this or if this results from the nature of the information.