Terms and Conditions of The Brink KVK 60771194, AmsterdamTrade name: The Brink Agency

General Terms and Conditions The Brink Agency B.V.
Chamber of Commerce No. 60771194, Amsterdam
Trade Name: The Brink Agency

Article 1: General
1.1 These General Terms and Conditions apply to all offers, order confirmations, sales, deliveries, agreements, products, and services of The Brink Agency (hereinafter "The Brink"), in which The Brink acts as the seller and/or contractor.
1.2 The applicability of any general or specific terms or conditions of the other party (hereinafter "Client") is expressly rejected by The Brink.
1.3 An agreement between The Brink and the Client is only concluded after The Brink has confirmed it in writing to the Client.
1.4 The Brink will use its best efforts to provide the services in accordance with the arrangements and procedures recorded in writing with the Client. If it has been agreed that the services will be provided in phases, The Brink is entitled to postpone the start of the services belonging to a subsequent phase until the Client has given written approval of the results of the preceding phase.
1.5 Where these General Terms and Conditions refer to written communications, this also includes communication by electronic messages (email) to hello@thebrinkagency.com. In the event of a dispute concerning the receipt of such messages, The Brink’s records shall serve as proof.

Article 2: Offers and Quotations
2.1 All offers and quotations of The Brink are without obligation unless explicitly stated otherwise.
2.2 Offers and quotations are valid for 15 days from the date of issue, unless otherwise indicated.
2.3 Changes to any agreement previously concluded between the Client and The Brink are only valid if these changes have been accepted in writing by both parties.
2.4 Offers and quotations do not automatically apply to future assignments.

Article 3: Dissolution and Termination
3.1 Each party is entitled to dissolve an agreement with immediate effect and without judicial intervention, in whole or in part for the future, if:
● The other party applies for or is granted a suspension of payments.
● The other party is declared bankrupt or is subject to statutory debt rescheduling (WSNP).
● Assets of the other party are seized and this seizure is not lifted within a short term.
● The other party is a legal entity and is dissolved.
3.2 Except in the cases mentioned in Article 3.1, both parties may only dissolve the agreement if the other party is culpably in breach of essential obligations under the agreement, after having been given formal written notice of default, and after a reasonable term for compliance has elapsed.
3.3 Dissolution of the agreement does not release the Client from any payment obligation relating to services and/or products already provided by The Brink, unless The Brink is in default with respect to those specific services and/or products.

Article 4: Prices and Payment
4.1 All prices used by The Brink are exclusive of VAT and any other government levies.
4.2 For agreements with a term of more than one year or with periodic payments, The Brink is entitled to adjust prices and rates annually. The Brink will notify the Client of this in writing at least three months in advance.
4.3 The Brink is at all times entitled to send advance invoices.
4.4 If The Brink implements price increases for services that are planned or agreed to be delivered within three months from the date of the price increase, the Client has the right to terminate the agreement in writing within seven business days of notification.
4.5 Payment of invoices must be made within 14 days of the invoice date unless otherwise agreed in writing.
4.6 If payment is not made on time, the Client is in default by operation of law and is liable to pay statutory interest on the outstanding amount from the due date, without further notice of default being required.
4.7 All costs, both judicial and extrajudicial, which The Brink incurs in order to collect what is due, shall be borne by the Client. Extrajudicial collection costs will be calculated in accordance with the Dutch Law on the Standardization of Extrajudicial Collection Costs (WIK).
4.8 In the event of non-payment, The Brink is entitled to suspend its obligations. Suspension does not release the Client from its payment obligations.
4.9 Unless otherwise agreed, the Client must pay 50% of the total invoice amount as a deposit before the start of the work. The remaining amount will be invoiced after the work has been completed.
4.10 Any objections to invoices must be submitted to The Brink in writing within 8 days of the invoice date. After this period, the Client is deemed to have agreed to the invoice.

Article 5: Commencement of the Agreement
5.1 An agreement is concluded on the day one of the following situations occurs:
● The order confirmation has been signed by the Client and received by The Brink.
● The information requested by The Brink has been provided by the Client.
● The 50% down payment of the agreed invoice amount has been received by The Brink, unless otherwise agreed in writing.

Article 6: Warranty
6.1 After the test and correction rounds specified in the quotation, no further warranty applies unless otherwise agreed in writing.

Article 7: Intellectual Property Rights – Software
7.1 All intellectual property rights relating to software, equipment, or other materials developed or made available by The Brink are held exclusively by The Brink or its licensors, unless otherwise agreed in writing.
7.2 The Client acquires only the usage rights explicitly granted by these terms and conditions or otherwise in writing. The Client is not permitted to reproduce, disclose, or modify the software and materials without prior written permission from The Brink.
7.3 The Client will not alter or remove any trademarks, logos, copyright notices, or other indications of intellectual property rights from the software, equipment, or materials.
7.4 The Brink is entitled to take technical measures to protect the software. If security measures prevent the Client from making a backup copy, The Brink will, upon request, provide a backup copy.
7.5 The Client may make one backup copy of the software, provided it is identical to the original and bears the same labels and notices.
7.6 If the Client needs information to achieve interoperability of the software with other software, The Brink will provide the necessary information upon written request, insofar as legally required.
7.7 The Client is entitled to correct errors in the software if this is necessary for its intended use.
7.8 The Brink shall indemnify the Client against legal claims based on the allegation that software, equipment, or materials developed by The Brink itself infringe intellectual property rights valid in the Netherlands, provided the Client immediately informs The Brink in writing and offers full cooperation.
7.9 The indemnification mentioned in Article 7.8 expires if the alleged infringement relates to modifications made by the Client to the software, equipment, or materials.
7.10 If it is established in court that the software, equipment, or materials delivered by The Brink infringe third-party intellectual property rights, The Brink shall, at its own discretion, replace or modify the relevant products so that they no longer infringe.
7.11 Any further liability or indemnification obligation of The Brink for infringement of third-party intellectual property rights is excluded.
7.12 The Client guarantees that no third-party rights prevent The Brink from using or processing the equipment, software, or materials provided by the Client, and indemnifies The Brink against all claims resulting therefrom.
7.13 The Client remains the owner of information and content they provide for websites and is responsible for it. The Brink accepts no liability for this information.

Article 8: Intellectual Property Rights – Designs
8.1 All intellectual property rights relating to concepts, designs, materials, and other works developed by The Brink are held by The Brink, unless expressly agreed otherwise.
8.2 The Brink is entitled to have its name displayed on or near the work or to remove it, and the Client is not entitled to publish or reproduce the work without stating The Brink’s name without prior permission.
8.3 After the Client has fully met their obligations under the agreement, they obtain an exclusive license to use the work for the agreed purposes.
8.4 The Client is not permitted to make or have made any changes to the preliminary or final design without The Brink’s written consent. In the event of unauthorized use or modifications, The Brink is entitled to compensation of at least three times the agreed fee and a penalty of €500 for each day the infringement continues.
8.5 If the Client fails to meet their payment obligations or if the agreement is terminated prematurely, the Client’s right to use the result of the assignment and the license granted to the Client expire.
8.6 The Client indemnifies The Brink against claims related to intellectual property rights concerning materials or data provided by the Client.
8.7 The Brink has the right to use the design for its own promotion and publicity, taking into account the Client’s interests.

Article 9: Engaging Third Parties
9.1 The Brink is entitled to engage third parties in the execution of the agreement. If specific third parties must be engaged, this will be done in consultation with the Client.
9.2 The Brink ensures that these third parties are bound by the same confidentiality obligations as apply to its own employees.

Article 10: Additional Work
10.1 If The Brink performs work or services at the Client’s request or with their prior consent that fall outside the scope of the agreement, such work or services will be charged at The Brink’s usual rates.
10.2 Changes in the design or assignment initiated by the Client after the delivery is completed will be considered additional work.
10.3 Additional work may affect the agreed or expected delivery time of the work.

Article 11: Cooperation and Termination of Service Agreements
11.1 During the project, Project Agreements can be modified in writing. Changes must be approved and signed by both parties before they take effect.
11.2 If the agreement ends, the Client has the right to receive their data. If the information resides within The Brink’s systems, The Brink will provide it in a *.txt file. Other formats can be provided at additional cost.
11.3 At the Client’s request, a separate escrow agreement can be drawn up, the costs of which are borne by the Client.
11.4 The Client is responsible for providing necessary materials in a timely manner, such as text, photos, and access to the web host control panel.

Article 12: Delivery and Lead Time
12.1 Exceeding the delivery time does not constitute an attributable breach by The Brink. In such cases, the Client has no right to compensation, dissolution of the agreement, or suspension of any obligation.
12.2 If the delivery time is exceeded by more than six months, the Client has the right to terminate the agreement in writing.
12.3 The final delivery of a website takes place as soon as possible after completion of the development work and full payment of the invoice.

Article 13: Web Hosting and Access
13.1 The Brink is entitled to restrict or temporarily deactivate hosted websites if the Client fails to meet its contractual obligations or acts in breach of these terms and conditions, or if the website’s content is unlawful or offensive.
13.2 The Brink is not liable for the content of the Client’s websites, security breaches, or the processing of personal data under the GDPR, unless otherwise agreed in writing.
13.3 The Client is responsible for the correct choice and timely availability of telecommunication facilities. The Brink is not liable for transmission errors not attributable to it.
13.4 The Brink does not guarantee the continuous availability of telecommunications or energy suppliers, unless otherwise agreed in writing. The Brink has a best-efforts obligation, not a results obligation, regarding uptime.

Article 14: Applicable Law and Disputes
14.1 These General Terms and Conditions and all agreements between The Brink and the Client are governed exclusively by Dutch law.
14.2 Disputes arising from or related to the agreement shall be submitted exclusively to the competent court in the district of Amsterdam.

Article 15: Confidentiality
15.1 Both parties undertake to maintain the confidentiality of all confidential information obtained from each other or from another source in the context of the agreement.
15.2 The confidentiality obligation also applies to employees and engaged third parties of both parties.

Article 16: Liability
16.1 The total liability of The Brink for attributable failure in the performance of the agreement is limited to compensation for direct damages up to a maximum of the amount of the price agreed for that agreement (excluding VAT).
16.2 The Brink is not liable for indirect damages, consequential damages, lost profits, missed savings, or damage caused by business stagnation.
16.3 The Brink is not liable for damage resulting from incorrect or incomplete information provided by the Client.
16.4 The Client indemnifies The Brink against all third-party claims related to the execution of the agreement.

Article 17: Force Majeure
17.1 In the event of force majeure, The Brink is entitled to suspend the performance of the agreement or to definitively terminate the agreement without any obligation to pay compensation.
17.2 Force majeure includes any circumstance beyond The Brink’s control that temporarily or permanently prevents compliance with the agreement, including but not limited to: internet connection failures, telecommunications infrastructure failures, fire, power failures, staff illness, pandemics, epidemics, and government measures.

Article 18: Privacy and Data Protection
18.1 The Brink processes personal data in accordance with the General Data Protection Regulation (GDPR). The Client gives permission for the processing of personal data insofar as necessary for the performance of the agreement.
18.2 The Client is responsible for complying with the applicable laws and regulations in the field of data protection with regard to the personal data it provides.

Article 19: Amendment of the General Terms and Conditions
19.1 The Brink is entitled to amend or supplement these General Terms and Conditions. Amendments take effect 30 days after written notification to the Client.
19.2 If the Client does not wish to accept a change, they may terminate the agreement in writing up to the date on which the new conditions come into force, against that date.

Article 20: Final Provisions
20.1 If any provision of these General Terms and Conditions is found to be void or voidable, this will not affect the validity of the other provisions. In that case, the parties will consult to agree on a new provision that aligns as closely as possible with the purpose and intent of the original provision.
20.2 The Client may not transfer its rights and obligations under the agreement to third parties without The Brink’s prior written consent.

Contact Information
For questions about these General Terms and Conditions, please contact The Brink Agency at Hello@thebrinkagency.com.