1. General

1.1 Relios Design

In the Terms and Conditions (‘Terms and Conditions’) Relios Design refers to : Graphic design studio Relios  Design, having its registered office in Groningen (9711KC) at Haddingestraat 35A, trading under Chamber of Commerce (Kamer von Koophandel) number  95620095.

1.2 Client

In the Terms and Conditions, the term client (‘Client’) means The person who requests Relios Design to make an offer and/or enters into an Agreement with Relios Design in the context of servicing and/or delivering Content.

1.3 Content

In the Terms and Conditions, ‘Content’ refers to all deliverable assets and work to be performed and produced by Relios Design for the Client, including but not limited to (sketch) designs, concepts, logos, advertisements, mailings, photo walls, posters, brochures/folders, websites, films and other materials or (electronic) files.

1.4 Agreement

In the Terms and Conditions, ‘Agreement’ refers to all agreements, made either verbally or in writing, between the Client and Relios Design, in the context of Content being delivered to the Client.

1.5 Applicability of Terms and Conditions

The General Terms and Conditions apply to the establishment, content and fulfilment of the agreement(s) entered into between Relios Design and Client (“Agreements(s)”), as well as to the offers provided by Relios Design. These terms and conditions cannot be deviated from, unless otherwise agreed in writing.

1.6 Applicability in respect of third parties

The General Terms and Conditions also apply to all Agreements with Relios Design, in which context Relios Design engages third parties for the execution.

1.7 Conflicting provisions

If the Agreement has one or more provisions that conflict with the Terms and Conditions, the effect of the Agreement takes precedence over the Terms and Conditions and Conditions.

1.8 User Representation

By accessing the Service, you represent and warrant that: (1) you have the legal capacity and you agree to comply with the Terms and Conditions; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Service through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Service for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

1.9 Dutch Law

The Terms and Conditions, Agreement as well as the resulting agreements are governed by Dutch law. The competent court in the district where Relios Design has its registered office has exclusive jurisdiction to hear disputes between Relios Design and the Client.

2. Agreements

2.1 Quotation

Any quotation made by Relios Design is non-binding for both Relios Design and the Client and valid for a period of thirty (30) days. Relios Design has the right to withdraw the offer at any time. Upon acceptance of this non-binding offer by the Client, Relios Design has the right to revoke the offer within seven (7) days after acceptance.

2.2 Changes of Agreement

Client owes the agreed price for the delivery of the Content. If Relios Design, at the request of the Client, must perform other and thus additional work (additional work) that falls outside the Agreement, Relios Design will invoice this work to the Client based on subsequent calculation according to the hourly rates applicable at that time, unless otherwise agreed in writing. Relios Design is only obliged to perform the work if this is still reasonably possible.

2.3 Exceedances

Exceedances of up to 10% (ten percent) of the price agreed for the Content are accepted as a budgetary risk by Client and therefore need not be reported.

2.4 Sales Tax

All Content prices are exclusive of sales tax (VAT), unless otherwise agreed in writing.

3. Execution of Agreement

3.1 Execution of the Agreement

Relios Design will make every effort to execute the Agreement as carefully as possible, to represent the interests of the Client to the best of its knowledge and to strive for a result that is useful for the Client. To the extent necessary, Relios Design will keep the Client informed of the progress of the work to perform the Agreement.

3.2 Judgement of Execution

Relios Design may be judged exclusively on the performance of the execution of the Service, by criterions known to both parties before the Agreement.

3.3 Publication of Content

Before proceeding with the production, reproduction, publication or disclosure of the Content, the Client and Relios Design must give each other the opportunity to check and approve the latest versions, prototypes or trials of the Content.

3.4 Term of Delivery

A term specified by Relios Design for completion of the Agreement has an indicative meaning and is therefore not a deadline unless the nature or content of the Agreement indicates otherwise.

3.5 Tests, permits and legal provisions

Performing tests, applying for permits and assessing whether the Client’s instructions comply with legal standards are not part of the Agreement.

4. Intellectual Property

4.1 Intellectual Property

Unless otherwise agreed in writing, all intellectual property rights arising from the Agreement, including, but not limited to, design rights and copyright, shall belong to Relios Design.

4.2 Investigation of Intellectual Property

Unless otherwise agreed in writing, the Agreement does not include conducting research into the existence of patent rights, trademark rights, trade name rights, rights to drawings and models, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for Client.

4.3 Attribution

Unless explicitly agreed before the Agreement, Relios Design is at all times entitled to mention or remove its name on or near the Content (or have it mentioned).

5. Use and Licensing

5.1 Usage

After complete fulfilment of its obligations, including but not limited to its payment obligation, the Client obtains a non-transferable exclusive license to use the Content for the purposes agreed upon in the Agreement.

5.2 Wider Usage

Without Relios Design’ written consent, the Client is not entitled to reuse or make wider use of a Content than stipulated in the Agreement. For each use of a Content, for which permission has not been granted, RELIOS DESIGN shall be entitled to an immediately payable compensation of 50% of the agreed upon Agreement.

5.3 Promotion

Relios Design is free to use the name of Client, and the Content developed for Client for its own publicity, promotion or otherwise.

5.4 Regulations of Usage

The information provided when using the Content of Relios Design is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Relios Design to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to use the Content from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

6. Payment

6.1 Payment

Unless otherwise agreed In writing, payments must be made within fourteen (14) days after the invoice date. If after the expiry of this period Relios Design has not received (full) payment, Client is immediately in default and owes interest equal to the statutory commercial interest as referred to in the Dutch Civil Code, without prejudice to the right of Relios Design to demand immediate and full payment. All costs incurred by Relios Design, such as litigation costs, costs of legal assistance, including amounts not awarded by the court, extrajudicial and judicial collection costs, incurred in connection with late payments, shall be borne by the Client, except for the litigation costs and costs of legal assistance if Relios Design is found to be the losing party.

6.2 Prepayment

Client must prepay 50% (fifty percent) of the total value of the Agreement payment. Relios Design will not begin executing the Agreement until this advance payment has been credited to the bank or account specified by Relios Design.

6.3 Fee for additional work

If Relios Design is forced to perform additional work, unforeseen in the Agreement, due to late or non-delivery of complete and clear data and materials on behalf of the Client, Relios Design will invoice the Client based on subsequent calculation based on the hourly rates applicable at that time, unless otherwise agreed in writing.

7. Termination of Agreement

7.1 Termination by Client

If the Client terminates the Agreement, either through registered letter or through digital means known to both Relios Design and the Client, the Client will owe the fee and costs incurred with respect to the work performed under the Agreement up to the point of termination. Payment made up to the point of the termination of the Agreement is non-refundable.

7.2 Termination by Relios Design

If the Agreement is terminated by Relios Design due to an attributable failure by the Client to comply with the Agreement, the Client will owe the fee and costs incurred in relation to the work performed under the Agreement up to that point. Payment made up to the point of the termination of the Agreement is non-refundable.

7.3 Early Termination

If the Agreement, for whatever reason, is terminated prematurely, the Client is not permitted to use the Content made available to them and any license(s) granted to the Client under the Agreement will become invalid.

8. Warranties and indemnities

8.1 Third Party Claims

The Client indemnifies Relios Design and possible third parties engaged by Relios Design against all possible claims of the Client and/or third parties with respect to the (parts of the) Content delivered by Relios Design to the Client, including, but not limited to, the applications or use of the Content. Client indemnifies Relios Design and possible third parties engaged by Relios Design against any claims of Client and/or third party(ies) on intellectual property rights with respect to the materials and/or data provided by Client, which are used in the execution of the Agreement.

8.2 Client Claims

After the Agreement is completed, the Client has 7 (seven) days to expressly communicate, by written means, complaints and/or claims about the Content. Additional work arising from the complaint/claim is in concordance with section 6.1. After the 7 (seven) day period passes, additional negotiable taxes may be incurred by the Client for resolving the claim or the complaints.

9. Force Majeure

If Relios Design is unable to meet a substantial part of its obligations, whether temporarily or not, and this is not due to its fault, nor by virtue of law or generally accepted views for its account, there is force majeure, which in the Terms and Conditions includes the failure to meet obligations under the Agreement as a result of illness and/or non-performance of third parties engaged by Relios Design, the non-functioning of equipment or facilities, including the unavailability of telecommunication services and electricity, strikes, riots, government measures, fire, natural disasters, floods, acts of war and the like, each of the parties is entitled to terminate the Agreement if this state of affairs continues for at least fourteen (14) days, without the other party being entitled to compensation for any damage in respect of such termination.

10. Liability

10.1 Liability

Relios Design is not liable for direct, indirect, consequential, exemplary, incidental, special or punitive damages, including but not limited to errors in the material/data provided by the Client, errors in the Content after the Client’s explicit written acceptance or damages due to loss of profit, loss of revenue, loss of data and loss of goodwill, possibly related to usage of Relios Design Content.

10.2 Limitation of Liability

If RELIOS DESIGN can nevertheless be held liable for direct damage, then direct damage means exclusively:

a. Reasonable costs that the Client would have to incur to have the performance of Relios Design comply with the Agreement. However, this substitute damage will not be compensated if the Agreement is dissolved by or at the request of the Other Party;

b. Reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to damage in the sense of the Terms and Conditions;

c. Reasonable costs incurred to prevent or limit damage insofar as Client demonstrates that these costs have led to a limitation of damage in the sense of the Terms and Conditions.

10.3 Expiry of Liability

Any liability lapses by the lapse of thirty (30) days from the moment the Agreement has been completed unless it is explicitly stated before the Agreement.

11. Amendment of the terms and conditions

11.1 Amendments and Supplements

Relios Design reserves the right to amend or supplement the Terms and Conditions, without notice.

11.2 Termination of Agreement due to Amendments and Supplements

The Client is only entitled to terminate the Agreement with effect from the day on which the amended and/or supplemented General Terms and Conditions come into force if these conditions entail such a deterioration in the Client’s position that the Agreement would not have been concluded under these conditions. Termination does not incur additional costs for the Client and RELIOS DESIGN. Costs paid before the termination by either party are non-refundable.

12. Prohibited Activities

A Client of Relios Design agrees not to:

• Systematically retrieve data or other content from Relios Design to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Relios Design.

• Disparage, tarnish, or otherwise harm, in our opinion, Relios Design and/or the Content.

• Engage in any automated use of Relios Design owned systems, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

• Delete the copyright or other proprietary rights notice from Content.

13. Dispute Resolution

13.1 Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either Relios Design or the Client (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

13.2 Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Groningen, Netherlands. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the Netherlands.

13.3 Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

13.4 Exceptions to Informal Negotiations and Arbitration

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

14. Other Provisions

14.1 Confidentiality

Relios Design and the Client are obliged to treat as confidential facts and circumstances which come to the knowledge of the other party in the context of the Agreement. Third parties involved in the performance of the Agreement shall be bound to the same confidential treatment with respect to these facts and circumstances originating from the Client.

14.2 Ineffectiveness

If one or more provisions of these General Conditions are or become void or voidable, the remaining provisions shall remain in full force and effect.

15. Personal Data

If the Agreement requires personal data that is provided by the Client, Relios Design will process the personal data in a proper and careful manner and in accordance with obligations under privacy legislation, including European Regulations and GDPR.

Relios Design will not keep the personal data provided by the Client longer than necessary for the performance of the Agreement.