These terms and conditions were last amended on 17 October 2024.
By using the website of Pixel Perfect Agency, you agree to these terms and conditions.
Pixel Perfect Agency reserves the right to amend these terms and conditions. Changes will be published on this page.
This is a translation of the Dutch terms and conditions. In the event of any discrepancy, the Dutch version prevails. You can download the Dutch terms and conditions as a PDF file: Algemene voorwaarden Pixel Perfect Agency.
Article 1 - Definitions
Pixel Perfect Agency: Pixel Perfect Agency B.V., established in Ouddorp, Chamber of Commerce (KvK) number 89660374.
Client: the party with whom Pixel Perfect Agency has entered into an agreement.
Parties: Pixel Perfect Agency and the Client together.
Assignment / Agreement: the contract for services under which Pixel Perfect Agency undertakes to the Client to perform certain Work.
Work: all work and activities to be carried out by Pixel Perfect Agency on behalf of the Client for which an Assignment has been given and which have been accepted by Pixel Perfect Agency, as well as all work and activities resulting from them for Pixel Perfect Agency.
Staff: all persons deployed or involved by Pixel Perfect Agency in carrying out the Work, including employees, freelancers, subcontractors and third parties engaged by Pixel Perfect Agency to perform the Agreement.
Article 2 - Applicability
These terms apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Pixel Perfect Agency.
The Parties may only deviate from these terms if agreed in writing.
Pixel Perfect Agency and the Client expressly exclude the applicability of the general terms and conditions of the Client or of others.
Article 3 - Quotations
Quotations from Pixel Perfect Agency are non-binding, unless expressly stated otherwise.
A quotation is valid for a maximum of 1 month, unless a different term is stated in the offer or quotation.
If the Client does not accept an offer or quotation within the applicable term, the offer or quotation lapses.
Article 4 - Acceptance
Upon acceptance of a non-binding quotation or offer, Pixel Perfect Agency may still withdraw the quotation or offer within 3 days of receiving the acceptance, without the Client being able to derive any rights from this.
The Agreement is concluded once the Client has signed it in writing or electronically and returned it.
If the Client does not explicitly indicate that it accepts the quotation, but nevertheless agrees, or gives the impression of agreeing, that Pixel Perfect Agency will carry out Work that falls within the description of the Work, the quotation is deemed to have been accepted. This also applies when the Client asks Pixel Perfect Agency to carry out Work without waiting for a formal quotation.
Article 5 - Performance
Pixel Perfect Agency carries out the Work to the best of its ability in accordance with the quotation, taking into account the reasonable wishes of the Client.
Pixel Perfect Agency determines the manner in which the Work is carried out and by which Staff member(s).
Pixel Perfect Agency has the right to have Work carried out by a third party designated by Pixel Perfect Agency.
The Client will reasonably cooperate to enable the correct and timely performance of the Work.
Pixel Perfect Agency has the right to temporarily suspend Work or deliver it on a limited basis if the Client fails to comply with, or acts in breach of, the terms and conditions.
Pixel Perfect Agency does not guarantee that delivered Work will function correctly when used with outdated operating systems, browsers, other software or hardware, unless stated otherwise in the quotation.
Pixel Perfect Agency owns the source files of delivered Work and will never make them available to the Client or third parties, unless agreed otherwise.
Article 6 - Prices and payment
All prices communicated by Pixel Perfect Agency are exclusive of taxes (VAT) and other government-imposed levies.
Pixel Perfect Agency will send the Client an electronic invoice for the amounts due for Work.
The Client must pay the amounts owed to Pixel Perfect Agency within 30 days of the invoice date, without any right to deduction, discount, suspension or set-off, unless agreed otherwise.
If the Client believes that (part of) an invoice is incorrect, it must notify Pixel Perfect Agency within the payment term. The payment obligation for the disputed part of the invoice is suspended until Pixel Perfect Agency has investigated the notification. Pixel Perfect Agency will start an investigation within 7 days of receiving the notification and inform the Client of the results. If the investigation shows that the dispute is unfounded, the Client must pay the disputed amount within seven days.
In the event of late payment, the Client is liable, in addition to the amount due and the interest accrued on it, for full compensation of both extrajudicial and judicial collection costs. This includes, among other things, the costs of lawyers, bailiffs and collection agencies.
Article 7 - Confidentiality
Pixel Perfect Agency and the Client will keep all confidential information they receive from each other secret and will not disclose it to third parties, unless required to do so by law. This confidentiality obligation continues to apply after termination of the Agreement.
The Client acknowledges that the information made available by Pixel Perfect Agency, including but not limited to software, technology, know-how, specifications, documentation, reports, data, prices and other information, is confidential and the property of Pixel Perfect Agency.
Article 8 - Liability
Pixel Perfect Agency is not liable for any damage incurred by the Client, unless it results from intent or gross negligence on the part of Pixel Perfect Agency.
The liability of Pixel Perfect Agency is at all times limited to the amount paid out in the case in question under Pixel Perfect Agency's liability insurance, increased by the amount of the deductible that, according to the policy conditions, is not borne by the insurer.
If for any reason the insurer does not pay out, the liability of Pixel Perfect Agency is limited to an amount equal to the invoice value of the Work concerned.
Any claim for damages lapses if the Client has not notified Pixel Perfect Agency of the damage in writing within 30 days of discovering it, or of the moment it reasonably should have discovered it.
Article 9 - Obligations of the Client
The Client acknowledges that the correct and timely performance of the Agreement depends on the correct and timely provision of information and cooperation by the Client.
The Client guarantees that all information it provides to Pixel Perfect Agency is correct, complete and up to date.
The Client guarantees that its use of the Work does not infringe the rights of third parties, including but not limited to intellectual property rights.
The Client will refrain from any actions that could damage the good name and reputation of Pixel Perfect Agency.
If the Client acts in breach of the obligations set out in this article, Pixel Perfect Agency is entitled to suspend or terminate the performance of the Agreement. Pixel Perfect Agency is entitled to recover any resulting damage from the Client.
If, in the context of the Work, the Client provides Pixel Perfect Agency with sensitive information such as usernames, passwords or other data, the Client is responsible for the security of this information and will notify Pixel Perfect Agency immediately if it suspects that this information has been leaked or unlawfully obtained.
Pixel Perfect Agency will inform the Client of the security measures it has taken to safeguard the confidentiality and integrity of the Client's data. Pixel Perfect Agency is not liable for damage resulting from the loss or unlawful acquisition of the Client's data, unless it results from intent or gross negligence on the part of Pixel Perfect Agency.
Article 10 - Force majeure
Pixel Perfect Agency is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to its fault, nor for which it is accountable by law, by a legal act or according to generally accepted views.
In these terms and conditions, force majeure means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which Pixel Perfect Agency has no influence, but which prevent Pixel Perfect Agency from fulfilling its obligations. This includes strikes within the company of Pixel Perfect Agency.
Article 11 - Intellectual property
All intellectual property rights to all materials developed or made available under the Agreement, including software, analyses, designs, documentation, reports and quotations, as well as their preparatory materials, rest exclusively with Pixel Perfect Agency or its licensors.
The Client only acquires the rights of use and powers that follow from the purpose of the Agreement or that are granted in writing. Otherwise, it will not reproduce, publish or make available to third parties the software or other materials, unless agreed otherwise.
Article 12 - Term and termination
The Agreement is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or the parties expressly agree otherwise in writing.
Either party may terminate the Agreement in writing at any time, subject to a notice period of 1 month.
Article 13 - Final provisions
Neither party may transfer rights or obligations under this Agreement to third parties without the prior written consent of the other party.
All disputes arising from or related to this Agreement will first be submitted to a neutral mediator. If the disputes cannot be resolved in that way, they will be settled by the competent court in the district where Pixel Perfect Agency is established.
After acceptance, the agreement may only be amended with mutual consent.
