General conditions
Full Terms & Conditions
Cooperative Knowledge and its associates operate under the following terms and conditions.
DEFINITIONS
Agreement means the Project Document, Contract for services, Terms and Conditions and any other attached documents.
Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Document.
Services means all services and the work product to be provided to Client by Developer as described and otherwise further defined in the Project Document.
Final Deliverables means the final versions of Deliverables provided by Developer and accepted by Client.
Deliverables means the services and work product specified in the Project Document to be delivered by Developer to Client.
Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Developer Tools means all development tools developed and/or used by Developer in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Developer SERVICES
Developer shall perform the services listed the Scope of Work according to the Project Plan and Milestones schedule.
PROPOSAL
The terms of this Agreement expires 30 days after being submitted to Client. If this Agreement expires, Developer may modify the Agreement and resubmit it to Client.
COMPENSATION
Fees, expenses and additional costs. Client agrees to pay Developer the fees, expenses and additional costs listed in the Project Document, including all additional taxes where applicable.
Hosting Final Deliverables: Developer will host the Final Deliverables on Developers web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Document, and the delay is not caused by Developer, Client agrees to pay Developer 90€ per month for hosting until the Final Deliverables are moved to Clients server.
PAYMENT
Payment Schedule: Unless otherwise agreed, payment is due when Developer completes each milestone as listed in the Project Plan and Milestones schedule, and Client accepts the Deliverables for that milestone.
Invoices: All invoices are payable within 30 days of receipt. Invoices shall list any expenses and additional costs as separate items.
LATE PAYMENT
Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: Developer may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
CHANGES TO PROJECT SCOPE
Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Developer a written Change Order describing the requested changes in detail. Within one week after receiving a Change Order, Developer will respond with a statement proposing Developers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Developer will evaluate each Change Order at its standard rate and charges.
Major Change: If Client requests are at or near ten percent of the time required to produce Deliverables, or the value of the Scope of Services, Developer shall be entitled to submit a new and separate Proposal to Client for written approval. Developer shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Developers a rate of 700€ per day. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Developer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
Acceptance/Rejection: Client will have one week to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Developer will not be obligated to perform any services beyond those in the original Agreement.
DELAYS
Developer Delays: Developer shall use all reasonable efforts to meet the Project Plan and Milestones delivery schedule. Developer may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed four weeks.
Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, labor disputes, riots, acts of war, terrorism and epidemics.
EVALUATION AND ACCEPTANCE
Testing: Developer will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.
Approval Periods: Unless otherwise stated in Project Document, client shall, within one week after receiving each Deliverable, notify Developer in writing of any failure to comply with the specification of the Project Document or of any other objections, corrections or changes required. Developer shall, within one week after receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within three business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after two corrections by Developer, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
CLIENT RESPONSIBILITIES
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Developer, unless otherwise specified in the Project Document; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties. (d) Provide a contact person with adequate mandate to make decisions that are required for a smooth implementation of the project.
POINT OF CONTACT AND MEANS OF COMMUNICATION
Developer shall designate __________ and Client shall designate _________ as the only designated persons who will send and accept all deliverables and receive and make all communications between Develper and Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon 7 day(s) notice to the other. For the purpose of project management, evaluation and acceptance and project communication, Client will use the Ticket management tool as provided by Developer.
ACCREDITATION AND PROMOTION
Accreditation: Developer shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Developer in the Deliverables on each page of the Final Deliverables.
Promotion: Developer retains the right to reproduce, publish and display the Deliverables in Developer’s portfolios and websites, in galleries, development periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
CONFIDENTIAL INFORMATION
Client’s "Confidential Information" includes information that Developer should reasonably believe to be confidential. Developer's "Confidential Information" includes the source code of any Developer Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.
Confidential Information shall not include any information that is already known by the developer, becomes publicly known through no fault of the developer, or is received from a third party without a restriction on disclosure
RELATIONSHIP OF THE PARTIES
Independent Contractor: Developer is an independent contractor. Developer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Developer and the work product or Deliverables prepared by Developer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
In case of collaboration with others, attunement between Developer and Client will take place, if necessary, to optimize this collaboration. Client may give instructions concerning the intended goal of the Project, as far as this does not affects the method of execution of the Project.
Development Agents. Developer shall be allowed to use third parties as independent contractors in connection with the Services (“Development Agents”). Developer shall remain fully responsible for development Agents’ compliance with this Agreement.
No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Developer, and Developer shall be entitled to offer and provide development services to others, solicit other clients and otherwise advertise the services offered by Developer.
REPRESENTATIONS AND WARRANTIES
By Client. Client represents and warrants to Developer that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Developer to use Third Party Materials.
By Developer: Developer represents and warranty to Client that: (a) Developer will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Developer shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Developer Tools, sufficient for Developer to grant the intellectual property rights provided in this Agreement; (c) To the best of Developer’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Developer shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Developer MAKES NO WARRANTIES WHATSOEVER. Developer EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
INDEMNIFICATION AND LIABILITY
By Client: Client shall indemnify Developer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Developer shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Developer may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF Developer ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DEVELOPER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DEVELOPMENT AGENTS AND AFFILIATES (“DEVELOPER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Developer. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DEVELOPER, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on two weeks days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that two weeks day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.
Termination Fees: In the event of termination, Client shall pay Developer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If Client terminates and on full payment of compensation, Developer grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
RIGHTS TO DELIVERABLES
Client Content: Client Content is the exclusive property of the Client. Client grants Developer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Developer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Developer Tools. All Developer Tools are and shall remain the exclusive property of Developer. Developer grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Developer Tools solely to the extent necessary with the Final Deliverables for the Project.
Final deliverables: Final deliverables, its features and functionality are owned by the Client.
Developer Tools. All Developer Tools are licensed under the GNU General Public License version 2 or later. See Drupal Licensing FAQ for more information on legal uses of Drupal.org content.
CONTENT
Client content: Developers cannot and do not undertake to review all materials before they are posted on the Website, and cannot ensure immediate removal of any objectionable material after it has been posted. Accordingly, developers assume no liability for any action or inaction regarding transmissions, communications or content provided for the Website by any user or third party.
Developers do not warrant the accuracy, completeness or usefulness of any third party content posted on the Website. Developers disclaim all liability and responsibility arising from any reliance placed on such materials by client or any other visitor to the Website, or by anyone who may be informed of any of its contents.
DISPUTE RESOLUTION
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of THE NETHERLANDS. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
GENERAL
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law. This Agreement shall be governed by the law of THE NETHERLANDS.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
MODEL AGREEMENT UNDER DUTCH LAW
Explanation: In the Netherlands, if you hire a self-employed professional you want to know how the Dutch Tax and Customs Administration will assess the exact nature of your business relationship: is it truly independent or does it imply employment?
To accomodate both self-employed professionals and their clients, the Dutch Tax and Customs Administration is offering standard model agreements. The below stipulations are part of This Agreement.
Assignment: This Agreement is an Agreement for an assignment as defined in article 7:400 of the Dutch Civil Code. Client and Developer declare explicitly that neither this agreement, nor the relationship resulting from the performed activities by the Developer in context of this Agreement or assignment entails, nor aims to entail, a labor contract as defined by article 7:610 of the Dutch Civil Code.
When occasion arises, Client and Developer choose not to apply fictive employment of homeworkers or persons treated as such, as defined in articles 2b and 2c of the Dutch Implementing Act Income Tax of 1965 and articles 1 and 5 of the Decree designating cases in which labour relations are considered as employment (Decree of December 24, 1986, Stb. 1986, 655). To this end, Client and Developer sign this Agreement before payment takes place.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
Knowledge. This Agreement was established because Client does not have the necessary inhouse knowledge and skills to execute the Project. Developer has the necessary knowledge and skills and will use these to complete the Project.