GENERAL TERMS AND CONDITIONS – PANDA WHALE B.V.
Article 1 – Definitions
1.1 Panda Whale B.V.: the private limited liability company providing services in the field of [e.g. design, development, marketing, etc.].
1.2 Client: any natural or legal person entering into an agreement with Panda Whale B.V.
1.3 Agreement: any arrangement between Panda Whale B.V. and the Client regarding the provision of services.
1.4 Services: all activities performed by Panda Whale B.V. on behalf of the Client.
Article 2 – Applicability
2.1 These general terms and conditions apply to all offers, agreements, and services provided by Panda Whale B.V.
2.2 Deviations from these terms are only valid if agreed upon in writing.
Article 3 – Offers and Agreements
3.1 All offers are non-binding and valid for 30 days unless stated otherwise.
3.2 An agreement is concluded upon written confirmation or when Panda Whale B.V. starts executing the Services.
Article 4 – Performance of Services
4.1 Panda Whale B.V. shall perform the Services to the best of its knowledge and ability.
4.2 The Client shall provide all necessary information in a timely manner.
4.3 Panda Whale B.V. is not liable for delays caused by incomplete or incorrect information.
Article 5 – Delivery and Timeframes
5.1 All delivery terms are indicative and not strict deadlines.
5.2 Exceeding a timeframe does not entitle the Client to compensation or termination.
Article 6 – Prices and Payment
6.1 All prices are exclusive of VAT unless stated otherwise.
6.2 Invoices must be paid within 14 days of the invoice date.
6.3 In case of late payment, the Client is in default by operation of law and Panda Whale B.V. may charge interest and collection costs.
Article 7 – Intellectual Property and Source Assets
7.1 All intellectual property rights related to work created by Panda Whale B.V., including but not limited to designs, code, concepts, strategies, and other materials (“source assets”), shall remain the exclusive property of Panda Whale B.V.
7.2 The Client is granted a non-exclusive, non-transferable right to use the deliverables solely for the agreed purpose, unless otherwise agreed in writing.
7.3 Source assets shall not be transferred to the Client unless explicitly agreed in writing.
7.4 Any transfer or buyout of source assets is only possible upon prior consultation and subject to a separate agreement and additional fee.
7.5 Panda Whale B.V. reserves the right to reuse general knowledge, techniques, and non-client-specific components.
Article 8 – Liability
8.1 Panda Whale B.V. shall only be liable for direct damages resulting from proven shortcomings.
8.2 Liability is limited to the amount invoiced for the relevant assignment.
8.3 Panda Whale B.V. shall not be liable for indirect damages, including consequential damages, loss of profit, or data loss.
Article 9 – Force Majeure
9.1 Panda Whale B.V. is not obliged to fulfill its obligations in the event of force majeure.
9.2 Force majeure includes circumstances beyond the control of Panda Whale B.V., such as system failures, illness, government measures, etc.
Article 10 – Termination
10.1 Either party may terminate the Agreement in writing.
10.2 Work performed up to the termination date will be invoiced proportionally.
10.3 Provisions regarding intellectual property shall survive termination.
Article 11 – Confidentiality
11.1 Both parties shall treat all confidential information as strictly confidential.
Article 12 – Governing Law and Disputes
12.1 All agreements are governed by Dutch law.
12.2 Disputes shall be submitted to the competent court in the Netherlands.
Final Provision
These terms and conditions are established for Panda Whale B.V. and are effective as of September 1, 2019.