Tech to Market
Microlab — Kastanjelaan 400
5616 LZ Eindhoven
We, Tech to Market (tech-to-market.com, “Tech to Market”, “we“ or “us“), would ask that you take the time to read these Terms and Conditions carefully. They explain a number of things including, for example, the rules covering your use of this Website as well as other information regarding your rights.
Please ensure that you check these Terms and Conditions regularly to view any changes which may have been made, because by continuing to use the site after these Terms and Conditions have changed, you will be confirming that you have read and understood, and agreed to be bound by, any revised Terms and Conditions.
By using www.tech-to-market.com (the “Website“), you’ll be confirming that you have read and understood and agree to these Terms and Conditions. These Terms and Conditions may change from time to time and, if they do, the up-to- date version will always be available on this Website. We will indicate at the top of these Terms and Conditions when they were last updated.
Please ensure that you check these Terms and Conditions regularly to view any changes which may have been made, because by continuing to use the Website after these Terms and Conditions have changed, you will be confirming that you have read and understood, and agreed to be bound by, any revised Terms and Conditions.
1.1 These general terms and conditions apply to all quotations, offers, assignments and contracts to which Tech to Market B.V. is a party, insofar as the Parties have not explicitly deviated from this in writing.
1.2 The applicability of the Client’s general terms and conditions is expressly rejected by Tech to Market.
1.3 If one or more of the provisions of this contract are invalid or unenforceable, the remaining provisions of the contract will remain in force. The purport of the contract is maintained as much as possible in such a case.
2.1 The contract is concluded when Tech to Market accepts an oral or written assignment.
2.2 Tech to Market has the contract executed by its employees, who will perform the assignment under the supervision and management of Tech to Market. The effect of Articles 7:404 and 7:407(2) and 7:409 of the Dutch Civil Code (“DCC”) is excluded. If Tech to Market believes it to be in the interest of a proper performance of the contract, Tech to Market has the right to have activities carried out by third parties.
2.3 Tech to Market undertakes to perform the contract to the best of its knowledge and abilities and in accordance with the requirements of good workmanship. The contract implies a best-efforts obligation for Tech to Market and not an obligation of result.
2.4 The Client is obliged to do all that is reasonably necessary or desirable to enable Tech to Market to deliver in a timely and correct manner, in particular by the timely delivery of complete, sound and clear data/ materials required.
2.5 Any period specified by Tech to Market for completing the assignment is considered an indication only, unless it is stated in writing that it is a final date.
2.6 In the context of advertising or commercial communications of its business, Tech to Market has the right to publish information relating to services performed under the contract.
2.7 Without prejudice to Tech to Market’s obligation to observe confidentiality, a legal relationship to which these general terms and conditions apply can never entail that Tech to Market is obliged towards the Client to observe restrictions in any field in which Tech to Market is or will be active.
2.8 Tech to Market retains ownership of all performances and goods delivered by it to the Client until the purchase price for all these goods has been paid in full.
2.9 If Tech to Market carries out activities to be compensated by the Client as part of the contract for the benefit of the Client, the retention of title applies until the Client has fully paid these claims of Tech to Market as well. The retention of title also applies to any claims Tech to Market might obtain against the Client because of the Client’s failure to fulfil one or more of its obligations towards Tech to Market.
2.10 The design files editable by Tech to Market remain the property of Tech to Market at all times, unless otherwise agreed with the Client.
2.11 The Client is obliged to keep the goods delivered under the retention of title with due care and as recognisable property of Tech to Market. The Client is obliged for the duration of the retention of title to insure the goods against fire, explosion and water damage and theft and to make the policies of these insurances available for inspection by Tech to Market on demand. All claims of the Client against insurers of the goods by virtue of the aforementioned insurances will, as soon as Tech to Market so desires, be pledged quietly by the Client to Tech to Market, providing additional security for Tech to Market’s claim against the Client.
2.12 If a situation as referred to in article 2.10 occurs, Tech to Market is entitled to repossess the goods delivered under the retention of title, including any disassembly necessary for this purpose. The Client will give Tech to Market its full cooperation in this respect. After repossessing the goods as mentioned above, the Client will be credited with the market value of the repossessed goods, which will in no event exceed the original price, less the costs associated with the repossession.
3.1 Tech to Market and the Client undertake to observe confidentiality with regard to any information that comes to their knowledge in the course of performing the activities and which is of a confidential nature or of which it may be deemed to be aware of its confidential nature. Except where it is necessary to fulfil a statutory duty, the Parties may only breach this confidentiality with the other Party’s consent.
3.2 Statements and communications, in whatever form, made by Tech to Market on behalf of the Client in connection with the performance of the contract will be submitted in advance to the Client for approval.
3.3 Statements and communications made by Tech to Market on behalf of the Client in connection with the performance of the contract are only made for the account and risk of the Client.
4.1 The Intellectual Property Rights include but are not limited to copyrights, patents, utility models, trademarks, trademark rights, service marks, design rights (both registered and unregistered), data bank rights and copyrighted information in all materials, designs, programmes, reports, manuals, visual tools and any other material prepared under this contract.
4.2 All Intellectual Property Rights and all other property rights to the photos, designs, objects, texts, proposals made by Tech to Market and otherwise provided by Tech to Market in connection with the performance of the contract, will be vested in Tech to Market, unless expressly agreed otherwise. The Client also agrees that he will cooperate with Tech to Market in obtaining all necessary licences or patents relating to this copyright and all other Intellectual Property Rights.
4.3 For each infringement of the Intellectual Property Rights, Tech to Market will be entitled to an immediately payable penalty of €50,000 for each violation, as well as €10,000 for each day or part of a day on which the violation continues, without prejudice to Tech to Market’s right to claim (full) damages in addition to the penalty, and without prejudice to all other rights of Tech to Market.
4.4 By giving an order to publish or reproduce objects protected by the Copyright Act or any other such legislation in the field of intellectual property, which have been made available by or on behalf of the Client itself, the Client declares that there is no breach of statutory provisions or protected rights of third parties, and the Client indemnifies Tech to Market against claims of third parties or against the direct and indirect consequences, both financial and otherwise, arising from the publication or reproduction.
5.1 The prices quoted by Tech to Market are exclusive of VAT and exclusive of any dispatch, transport or postage charges, unless expressly agreed otherwise in writing. If the quotation includes a ‘fixed’ price, this price will be deemed to have been agreed upon, taking into account the other provisions of these terms and conditions. If the quotation does not include a ‘fixed’ price, the amount to be paid by the Client will be determined by a subsequent calculation, based on the hourly rates applicable at Tech to Market.
5.2 For urgent assignments, which have been confirmed as such by Tech to Market to the Client, Tech to Market may calculate an additional surcharge.
5.3 If, after the date of concluding the contract, one or more cost price factors increase or there is an increase in duties or taxes of a change in the exchange rate that increases the cost price, even if this occurs under foreseeable circumstances, Tech to Market is entitled to increase the agreed price accordingly. If part of the agreed activities has already been carried out, the foregoing applies in full with regard to the activities yet to be carried out by Tech to Market.
5.4 The hours will be charged by Tech to Market to the Client monthly in arrears.
5.5 An invoice will be sent to the Client by e-mail, unless the Client has indicated in writing that it wants to receive the invoice by letter or fax.
5.6 Tech to Market is entitled to set off any claims between it and the Client against each other. The Client’s right to set off any claims against Tech to Market is explicitly excluded.
5.7 Tech to Market retains ownership of all performances and goods delivered by it to the Client until the purchase price for all these goods has been paid in full. If not otherwise discussed or laid down in the contract, payments must be credited to Tech to Market’s account within 14 days of the invoice date.
5.8 After expiry of the payment period, the Client enters default by operation of law and the Client owes the statutory interest within the meaning of Article 6:119(a) DCC on the outstanding amount, plus a percentage of one and a half per cent on the outstanding amount, without prior notice.
5.9 Payments received are first deducted from the costs, then from the interest due and then from the principal sum.
5.10 In case of a liquidation, (impending) bankruptcy or suspension of payments on the part of the Client, or if the district court places it under supervision or orders its liquidation or shutdown, the Client’s liabilities will be fully and immediately due and payable.
5.11 If the Client fails to fulfil one or more of its obligations towards Tech to Market, all reasonable costs incurred to obtain payment in and out of court, in any event including, but not limited to, costs relating to the collection work carried out by Tech to Market itself, including the sending of notices, the payment demands by telephone and any conclusion of a payment arrangement, will be for the Client’s account, which costs amount to at least fifteen percent of the claim, subject to a minimum of €750.
5.12 If the Client fails to pay, Tech to Market has the right to (partially) suspend the performance of the contract until payment has been received, such in addition to the option of taking collection measures. Tech to Market is only entitled to exercise this right of suspension after it has informed the Client thereof in advance and has granted it a short period of time to fulfil its payment obligation as yet.
5.13 Complaints regarding the invoice must be submitted in writing to Tech to Market within eight days after the date of dispatch of the invoice. After this period, complaints will no longer be dealt with and the Client has forfeited its rights.
6.1 The Client is obliged to check any typesetting, printing or other proofs received from Tech to Market, whether or not at the Client’s request, for errors and defects and to return these to Tech to Market promptly corrected or approved.
6.2 Approval of the proofs by the Client will constitute recognition that Tech to Market carried out the activities preceding the proofs in a correct manner.
6.3 Tech to Market is not liable for deviations, errors and defects which have remained unnoticed in proofs approved or corrected by the Client.
7.1 This contract can be rescinded or terminated by Tech to Market before the end of the term, without notice of default, by means of a notification with immediate effect and without being liable for compensation to the Client and without prejudice to the rights to which Tech to Market is entitled under this contract or the law, if:
a. the Client violates a provision of this contract or fails to fulfil an obligation arising from this contract towards Tech to Market;
b. Tech to Market proves unable to commence, continue or fully comply with its obligations in accordance with this contract due to force majeure on the part of Tech to Market. Force majeure is taken to mean any cause that prevents Tech to Market from performing one or more of its obligations, arisen as a result of or attributable to acts, events, omissions, or accidents reasonably beyond Tech to Market’s control;
c. criminal proceedings, (a petition for) bankruptcy, debt restructuring or a suspension of payments are brought against or granted to the Client, or the District Court orders that the Client be placed under supervision, liquidated or shut down;
d. the Client’s business is partially or completely transferred, and an attachment is levied against the Client and this attachment has not been lifted within a period desired by Tech to Market;
e. the Client fails to observe privacy rules or infringes IP rights of Tech to Market or any other party’s IP rights;
f. the Client fails to provide Tech to Market with information that Tech to Market may request on or prior to the performance of the activities;
g. Tech to Market sees reason to assume that the Client will not fulfil its payment obligations;
h. Tech to Market is asked to carry out activities for which it is not sufficiently qualified.
8.1 If a Client cancels an assignment, he is obliged to reimburse the costs already incurred by Tech to Market, and he will be liable by way of indemnity to pay an amount of 15% of the agreed price, without prejudice to the right of Tech to Market to claim full compliance with the contract and/or damages.
8.2 Any failures by Tech to Market in the performance of the contract cannot be attributed to Tech to Market if they are not its fault and are not for its account pursuant to the law, the contract or generally accepted practice. Any failures by Tech to Market in the performance of the contract as a result of war, disturbances, flooding, blocking of transport, stagnation, restriction or stoppage of supply by public utilities, fire, machine failure, accidents, strikes, export restrictions, other government measures, non-delivery of necessary materials by third parties, and other similar circumstances, will be deemed not to be attributable to Tech to Market and will not entitle the Client to terminate the contract or to demand compensation.
8.3 Tech to Market is not liable for damage of any nature whatsoever caused by the use of incorrect and/or incomplete data provided by the Client.
8.4 Tech to Market is not liable for damage resulting from a suspension of the performance of the contract if the suspension is the result of the Client’s failure to pay the invoices in a timely manner.
8.5 Tech to Market is only liable for damage suffered by the Client that is directly and exclusively due to fault of Tech to Market, on the understanding that only the damage against which Tech to Market is insured, or reasonably should have been insured having regard to industry practices, qualifies for compensation. Tech to Market is not liable for indirect damage, including, but not limited to, consequential damage, lost profit, financial loss, lost savings and loss due to business interruption.
8.6 Tech to Market’s liability under the contract with the Client is always limited to the amount of the fee due to Tech to Market. Under no circumstances will Tech to Market be liable for a greater amount than the amount paid by Tech to Market’s liability insurer.
8.7 Tech to Market is not liable for damage of whatever nature that arises because or after the Client starts using the manufactured goods, processes them or delivers them to third parties, or has others use them, process them or deliver them to third parties.
8.8 The Client warrants the accuracy of the information provided to Tech to Market and the information approved by the Client. We **[Tech to Market?] accept no liability whatsoever for the contents of texts provided by the Client. If and insofar as Tech to Market is called to account by third parties in this respect, the Client grants us **[Tech to Market?] full indemnity.
8.9 The Client indemnifies Tech to Market against all claims by third parties based on the accuracy or inaccuracy and the factual content of statements and announcements made by Tech to Market on behalf of the Client in the context of the performance of the contract.
9.1 Complaints with regard to activities performed or items delivered, or with regard to (the level of) the amounts invoiced must be sent to Tech to Market in writing and by registered letter within 10 days after performance or delivery but no later than 10 days after the invoice date. If no complaints are sent within this term, all liability of Tech to Market in this respect lapses.
9.2 The Client is obliged to carefully check all goods supplied by Tech to Market, including but not limited to, layout, printing or other proofs or concepts, for errors and defects and to notify Tech to Market in writing of any observed defects as soon as reasonably possible, but in any event within 10 days of delivery at the latest, failing which the right to complain lapses. Small deviations are no ground for complaints.
9.3 In the event of complaints, Tech to Market must always be given the opportunity to verify complaints. If the Client remains in default after being notified to do so by Tech to Market in writing, the complaint is deemed to have lapsed.
9.4 Legal claims concerning defects must be instituted before the competent court within half a year after the complaint that was filed in a timely manner, subject to forfeiture of the right to do so.
9.5 If a complaint by Tech to Market is found to be wholly or partially justified, Tech to Market is entitled, without prejudice to the other provisions of this contract and at its discretion, to reperform the contract in whole or in part, or to replace delivered goods in whole or in part, or to reduce the agreed price proportionately, or to determine a fair compensation, whereby Tech to Market is at all times entitled to demand the return of delivered goods and all that came into the Client’s possession for the execution of the contract in their original condition.
10.1 The Client is expressly not allowed to enter into any employment relationship or any other contract, be it directly or indirectly through third parties, with
a. an employee of Tech to Market, or
b. a former employee of Tech to Market, in any case for the duration of one year after the date on which the employment contract between the employee and Tech to Market has been terminated in a legally valid manner.
If the Client does not comply with the abovementioned obligations towards Tech to Market, the Client will forfeit to Tech to Market, without any notice of default being required, an immediately due and payable penalty in the amount of €20.000,- for every violation and €1000,-for every part of the day that the violation continues, without prejudice to Tech to Market’s right to claim full compensation or performance instead of the abovementioned penalty.
10.2 The provisions of the contract and these general terms and conditions that are expressly or tacitly intended to remain in force even after the termination of the contract will remain in force and will continue to bind the Parties after the contract is terminated.
10.3 The legal relationship between the Parties, including but not limited to all quotations, offers and/or agreements made by/with Tech to Market, is governed exclusively by Dutch law and all disputes arising from it will be decided by the competent Dutch court in ‘s-Hertogenbosch.
10.4 Tech to Market is at all times entitled to unilaterally amend the general terms and conditions. The amended general terms and conditions apply to all new and current agreements. The most recent version of the general terms and conditions can be found on www.tech-to-market.com and can be inspected at Tech to Market’s physical address.
If you have any queries, comments or complaints regarding the Website or these Terms and Conditions, just get in touch. You can write to us at firstname.lastname@example.org.
Tech to Market owns and manages this Website. This Website is provided for marketing purposes only. As such, although reasonable care has been taken to ensure that the contents of this Website is not misleading, nothing in this Website should be taken as being a statement of fact, nor be relied on in any way. Any facts or figures stated in this Website may not be correct at the time of your reading. The copyright in the contents of this Website belongs to Tech to Market and unauthorised copying is strictly prohibited.