Terms and conditions
Article 1 – General Provisions
These terms and conditions apply to every offer, quotation, and agreement entered into between 3DFrames (hereinafter referred to as the “Contractor”), and any Client to whom the Contractor has declared these terms applicable, unless the parties have expressly and in writing agreed otherwise.
These provisions likewise extend to the actions of third parties engaged by the Contractor in connection with an assignment. They also cover the Contractor’s employees and management.
Any purchase or other conditions issued by the Client are expressly rejected.
Should one or more clauses of these terms and conditions be found void or annulled, the remaining provisions will remain fully enforceable. In such cases, the Contractor and the Client will consult to agree on new provisions to replace the invalid ones, taking into account the purpose and intent of the original clauses as closely as possible.
If any ambiguity arises concerning the interpretation of one or more provisions, such interpretation shall be made in line with the intent of the terms.
In situations not explicitly covered by these terms, the matter shall be assessed in the same spirit.
If the Contractor does not consistently enforce strict compliance with these terms, this shall not be construed as a waiver of any rights or as limiting the Contractor’s ability to demand compliance at a later stage.
The parties explicitly agree to exclude the deemed employment relationship of home workers or equivalent persons as described in Articles 2b and 2c of the 1965 Wage Tax Implementation Decree and Articles 1 and 5 of the Decree of 24 December 1986 (Stb. 1986, 655). To that end, this agreement is drawn up and signed before any payments are made.
Article 2 – Quotations and Offers
All quotations and offers made by the Contractor are non-binding, unless a specific acceptance period is mentioned in the quotation. Where no such period is provided, the offer automatically expires after 30 days.
The Contractor cannot be bound by a quotation or offer if the Client can reasonably recognize that it contains an obvious error or clerical mistake.
Prices stated in quotations or offers are exclusive of VAT, government levies, and any costs connected to the agreement (including travel, accommodation, shipping, or administrative expenses), unless otherwise specified.
If the Client’s acceptance deviates (whether on minor or substantive points) from the original quotation, the Contractor is not bound by it. In such cases, no agreement arises on the basis of the altered acceptance, unless the Contractor indicates otherwise.
A combined price quotation does not oblige the Contractor to perform part of the work for a proportionate part of the quoted price. Offers and quotations do not automatically apply to future orders.
Article 3 – Contract Duration, Execution Deadlines, Transfer of Risk, Performance and Modification, Price Adjustments
The agreement between the Contractor and the Client is entered into for a fixed term, unless the nature of the agreement implies otherwise or the parties expressly agree in writing.
If a specific deadline is agreed for the execution of certain work or delivery of goods, such deadlines shall never be considered fatal. If such a deadline is exceeded, the Client must notify the Contractor in writing and grant a reasonable period to still perform the agreement.
The Contractor shall carry out the agreement to the best of knowledge and ability, in line with professional standards and the current state of science.
The Contractor may have certain tasks performed by third parties. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.
Where Contractor’s staff or third parties engaged by Contractor perform work on the Client’s premises (or a location designated by the Client), the Client shall provide the necessary facilities free of charge.
By accepting the assignment, the Contractor assumes full responsibility for the proper execution of the agreed work.
The Contractor organizes its activities independently but will, where necessary, coordinate with the Client to ensure smooth cooperation, particularly where others are involved. If required for the work, the Contractor will adapt to the Client’s working hours.
The Contractor acts entirely independently when performing the agreed services, exercising professional judgment without supervision or direction from the Client. The Client may, however, provide instructions concerning the intended result.
The Contractor may execute the agreement in phases and invoice each completed part separately.
If the agreement is executed in phases, the Contractor may suspend further work until the Client has provided written approval for the results of the preceding phase.
The Client must supply all information identified by the Contractor as necessary—or that the Client should reasonably understand as necessary—for execution of the agreement, in a timely manner. Failure to do so entitles the Contractor to suspend performance and/or charge the additional costs caused by the delay at the customary rates. The execution period will not commence until the required information has been supplied. The Contractor is not liable for damages resulting from reliance on incorrect or incomplete information provided by the Client.
If, during the execution of the agreement, it becomes apparent that modifications or additions are required, the parties shall consult promptly to adjust the agreement accordingly. Changes may affect the scope, nature, or price of the agreement. The Contractor will, as far as possible, provide a prior quotation. Adjustments may also affect the original timeline. The Client accepts the possibility of such changes, including any impact on cost and schedule.
Implementation of an amended agreement will not begin until the Contractor’s authorized representative has approved it and the Client has agreed to the revised terms, including the price and execution date. Delay or non-performance of an amended agreement does not constitute breach and does not entitle the Client to termination.
The Contractor may refuse a proposed amendment if it could negatively impact the quality or scope of the work or goods to be delivered.
If the Client fails to meet its obligations under the agreement, the Client is liable for all resulting damages incurred directly or indirectly by the Contractor.
Even where a fixed fee or price has been agreed, the Contractor may increase it if justified by law, regulation, rising costs (e.g., wages or materials), or other unforeseeable circumstances at the time of contracting. The Client may not dissolve the agreement solely for this reason.
If, however, the increase (other than as a result of an amendment) exceeds 10% and occurs within three months after conclusion of the agreement, the Client may terminate the agreement by written notice, unless:
the Contractor is still willing to perform the agreement at the originally agreed price;
the increase arises from a legal authority or obligation imposed on the Contractor;
it has been agreed that delivery will take place more than three months after the agreement was concluded; or
in the case of goods, delivery is scheduled more than three months after the purchase.
Article 4 – Suspension, Termination and Interim Cancellation
The Contractor may suspend its obligations or dissolve the agreement if the Client fails to fulfil obligations fully or on time, or if after conclusion of the agreement the Contractor has valid reasons to believe the Client will not perform, or if security requested at the time of contracting is not provided or proves insufficient. Suspension or dissolution is also permitted if, due to the Client’s delay, it is no longer reasonable to require performance under the originally agreed conditions.
The Contractor may further dissolve the agreement if circumstances make performance impossible or if continuation in its existing form can no longer reasonably be required.
Upon termination, all claims of the Contractor become immediately due. Suspension does not affect the Contractor’s legal rights.
Where suspension or termination occurs, the Contractor shall not be liable for any resulting damages or costs. If the termination is attributable to the Client, the Contractor is entitled to full compensation for damages and expenses incurred, directly or indirectly.
Should the Client default in fulfilling obligations justifying termination, the Contractor may dissolve the agreement immediately, without liability for compensation, while the Client remains liable for damages.
If the Contractor cancels mid-term, it will consult with the Client regarding transfer of pending work, unless the cancellation is attributable to the Client. Any additional transfer costs are borne by the Client.
In case of liquidation, suspension of payments, bankruptcy, seizure (not lifted within three months), debt restructuring, or any situation where the Client can no longer freely dispose of assets, the Contractor may immediately terminate the agreement without liability. All Contractor’s claims then become immediately payable.
If the Client cancels an order wholly or partly, all work performed, goods ordered or prepared, plus associated costs and reserved working hours, will be invoiced in full.
Article 5 – Force Majeure
The Contractor is not obliged to fulfil obligations if prevented by circumstances beyond its control, not attributable to fault, law, or prevailing practice.
Force majeure includes all external events, foreseeable or not, beyond the Contractor’s influence that prevent fulfilment, such as strikes at the Contractor or third parties. The Contractor may invoke force majeure even if it arises after obligations should have been performed.
During force majeure, obligations may be suspended. If it lasts longer than three months, either party may dissolve the agreement without liability for damages.
If obligations have been partially fulfilled and that part has independent value, the Contractor may invoice it separately. The Client must pay as if it concerned a separate contract.
Article 6 – Payment and Collection Costs
Payments must be made within 14 days of the invoice date, in the currency invoiced, unless agreed otherwise in writing.
The Contractor may issue periodic invoices.
If payment is late, the Client is automatically in default and statutory interest is due from that moment until full settlement.
Payments received are applied first to costs, then interest, then principal. The Contractor may refuse payment if the Client prescribes a different allocation. Full repayment of principal may be refused if accrued interest and collection costs are not paid simultaneously.
Set-off by the Client is never permitted. Complaints about invoices do not suspend payment. Clients who cannot rely on Book 6, section 5.3 of the Dutch Civil Code (articles 231–247) are likewise not entitled to suspend payments for any reason.
All reasonable costs incurred to collect overdue amounts are payable by the Client. Extrajudicial collection costs are calculated in line with Dutch practice (currently the “Voorwerk II” standard). Higher actual costs reasonably incurred may also be claimed. Judicial and enforcement costs likewise fall to the Client. Interest is also due on collection costs.
Article 7 – Retention of Title
Goods delivered remain the Contractor’s property until all contractual obligations have been properly fulfilled by the Client.
Such goods may not be resold, used as payment, pledged, or otherwise encumbered.
The Client must take all reasonable steps to safeguard the Contractor’s ownership rights.
If third parties seize or claim rights over such goods, the Client must notify the Contractor immediately. The Client must also insure and keep insured the goods against fire, explosion, water damage, and theft, and provide the Contractor access to the policy on request. Insurance proceeds are payable to the Contractor.
If the Contractor enforces ownership rights, the Client grants unconditional and irrevocable permission for the Contractor or its representatives to access premises where the goods are located and reclaim them.
Article 8 – Warranties, Inspection and Complaints, Limitation
Goods delivered shall meet the standards reasonably expected at delivery for normal use in the Netherlands. This warranty applies only to goods intended for use within the Netherlands; for use abroad the Client must verify suitability and conditions, and the Contractor may impose other warranty terms.
Warranty lapses if defects arise from improper use, storage, or maintenance; use beyond expiry date; unauthorized alterations or attempts at alteration; attachment of unsuitable items; or improper processing.
Warranty also does not apply where defects result from external circumstances beyond the Contractor’s control, such as weather extremes.
The Client must inspect goods immediately on delivery and check compliance with agreed quality and quantity. Visible defects must be reported in writing within seven days; hidden defects within fourteen days of discovery. Complaints must be detailed, and the Contractor must be given opportunity to investigate.
Timely complaints do not suspend payment obligations. The Client must still accept and pay for other ordered goods or services.
Late complaints eliminate rights to repair, replacement, or compensation.
If a defect is established and reported on time, the Contractor will, at its choice, repair, replace, or compensate within a reasonable time after return or written notice. Replaced goods must be returned and ownership transferred back unless the Contractor states otherwise.
If a complaint proves unfounded, all resulting costs, including investigation costs, fall to the Client.
After expiry of the warranty period, all repair or replacement costs, including administrative, shipping, and call-out costs, are borne by the Client.
Article 9 – Liability
The Contractor’s liability is limited to what is set out in this clause.
The Contractor is not liable for damage resulting from reliance on inaccurate or incomplete data supplied by or on behalf of the Client.
If liable for any damage, the Contractor’s liability is limited to the invoice value of the order (or the relevant part). In any case, liability is limited to the insurance payout, where applicable.
The Contractor is only liable for direct damages, defined as:
reasonable costs to establish cause and extent of the damage;
reasonable costs to remedy defective performance where attributable;
reasonable costs to prevent or limit damage, insofar as such costs demonstrably reduced direct damage.
Indirect damages such as consequential loss, lost profits, missed savings, and business interruption are excluded.
These limitations do not apply in cases of intent or gross negligence by the Contractor or its senior staff.
Article 10 – Confidentiality and Reference Use
Both parties must keep confidential all information obtained in the context of the agreement that is of a confidential nature. Information is considered confidential if expressly designated as such or reasonably understood as such.
The Contractor may use the Client’s name and logo as a reference.
Article 11 – Indemnification
The Client indemnifies the Contractor against third-party claims for damages arising from execution of the agreement where the cause is not attributable to the Contractor.
If third parties pursue claims against the Contractor, the Client must assist and take necessary measures. If the Client fails to act, the Contractor may do so at the Client’s expense and risk.
Article 12 – Intellectual Property
The Contractor retains rights under copyright law and other intellectual property legislation. Knowledge gained from execution may be used for other purposes, provided no strictly confidential Client information is disclosed.
All intellectual property rights relating to items such as Google AdWords, Google Analytics, or other online accounts necessary for executing the agreement remain with the Contractor, unless otherwise expressly agreed in writing.
Article 13 – Governing Law and Disputes
All legal relationships involving the Contractor are governed exclusively by Dutch law, even if obligations are performed abroad or if another party resides there. The Vienna Sales Convention does not apply.
The court in the Contractor’s place of business has exclusive jurisdiction, unless mandatory law states otherwise. The Contractor may still submit disputes to the legally competent court.
Parties must attempt to resolve disputes amicably before turning to litigation.
Article 14 – Location and Amendments of Terms
These terms are published on 3d-frames.com.
The applicable version is always the latest one or the version in effect at the time the legal relationship was established.
The English text of the general terms is decisive for interpretation.