Terms and Conditions
Terms and Conditions
Terms and Conditions
Definitions
Innovation Factory B.V.: Innovation Factory B.V., Trade name: MSTR, located in Nijmegen, Chamber of Commerce no. 90710215.
Customer: the party with whom Innovation Factory B.V. has entered into an agreement.
Parties: Innovation Factory B.V. and the customer together.
Consumer: a customer who is an individual acting for private purposes.
Programs: any paid service program, divided into proof of concept, production phase, and further development and monitoring offered by Innovation Factory B.V.
Applicability
These terms and conditions apply to all quotes, offers, work, orders, agreements, and deliveries of services or products by or on behalf of Innovation Factory B.V.
The parties may only deviate from these terms if they have explicitly agreed to this in writing.
The parties expressly exclude the applicability of any additional and/or differing general terms and conditions of the customer or third parties.
Prices
All prices used by Innovation Factory B.V. are in euros, excluding VAT, unless explicitly stated otherwise or agreed upon.
Innovation Factory B.V. reserves the right to adjust the prices of its products or services on its website or otherwise at any time.
The parties agree on a total price for a service provided by Innovation Factory B.V. This is always a fixed price, which cannot be deviated from.
Innovation Factory B.V. reserves the right to adjust prices annually.
Innovation Factory B.V. will communicate price adjustments to the customer prior to the moment of the price increase.
The consumer has the right to terminate the contract with Innovation Factory B.V. if he does not agree with the price increase.
Payments and payment period
The customer must comply with the financial obligations to Innovation Factory B.V. based on the agreed registration periods or payment plans.
Payment terms are considered fatal payment periods. This means that if the customer has not paid the agreed amount by the last day of the payment period, he is legally in default, without Innovation Factory B.V. having to send the customer a reminder or put him in default.
Innovation Factory B.V. reserves the right to make delivery dependent on immediate payment or to require adequate security for the total amount of the services or products.
Consequences of late payment
If the customer does not pay within the agreed period, Innovation Factory B.V. has the right to charge interest of 2% per month for non-commercial transactions and interest of 8% per month for commercial transactions from the day the customer is in default, with a part of a month counted as a whole month.
When the customer is in default, he is also liable for extrajudicial collection costs and may be obliged to pay any compensation to Innovation Factory B.V.
If the customer does not pay on time, Innovation Factory B.V. may suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, seizure, or suspension of payments of the customer, the claims of Innovation Factory B.V. against the customer become immediately due and payable.
If the customer refuses to cooperate in the execution of the agreement by Innovation Factory B.V., he is still obliged to pay the agreed price to Innovation Factory B.V.
Right of reclamation of goods
As soon as the customer is in default, Innovation Factory B.V. has the right to invoke the right of reclamation concerning the unpaid products delivered to the customer.
Innovation Factory B.V. invokes the right of reclamation through a written or electronic notification.
The costs for collecting or returning the products are to be borne by the customer.
Right of withdrawal
Due to the digital nature and confidentiality of our programs, Innovation Factory B.V. does not offer a right of withdrawal after the parties have entered into an agreement.
Set-off
The customer waives his right to set off a debt to Innovation Factory B.V. against a claim against - Innovation Factory B.V.
Guarantee
When parties have entered into an agreement for services, these services only contain best-efforts obligations for Innovation Factory B.V., no result obligations.
Execution of the agreement
Innovation Factory B.V. performs the agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship.
Innovation Factory B.V. has the right to have the agreed services (partially) executed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
Duration of the service agreement
The agreement between Innovation Factory B.V. and the customer is entered into for a duration of 1 year, unless otherwise resulting from the nature of the agreement or unless the parties have explicitly agreed otherwise in writing.
If the parties have agreed on a term for the completion of certain work, this is never a strict deadline unless explicitly specified otherwise in writing. If this term is exceeded, the customer must give Innovation Factory B.V. a reasonable written period to complete the work before he can terminate the contract or claim compensation.
Intellectual property
Innovation Factory B.V. retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, writings, data carriers, or other information, quotes, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written consent from Innovation Factory B.V., nor show and/or make available to third parties or use in any other way.
Confidentiality
The customer keeps all information he receives from Innovation Factory B.V. (in any form) confidential.
The same applies to all other information about Innovation Factory B.V. of which he is aware or can reasonably suspect to be secret or confidential, or of which he can expect that disclosure may cause harm to Innovation Factory B.V.
The customer takes all necessary measures to ensure that he keeps the information mentioned in the preceding paragraphs confidential.
The confidentiality obligation described in this article does not apply to information:
that was already public before the customer received this information or that later became public without this being due to a breach of the confidentiality obligation by the customer.
that is disclosed by the customer due to a legal obligation.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.
Penalties
If the customer violates the articles of these general terms and conditions regarding confidentiality or intellectual property, he forfeits in favor of Innovation Factory B.V. an immediately payable penalty of € 10,000 for each violation and an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default, or legal action is required to incur the penalty mentioned in the first paragraph of this article.
Forfeiting the penalty mentioned in the first paragraph of this article does not affect the other rights of Innovation Factory B.V., including the right to claim compensation in addition to the penalty.
Indemnification
The customer indemnifies Innovation Factory B.V. against all claims from third parties related to the products and/or services provided by Innovation Factory B.V.
Notice of default
The customer must send any notice of default to Innovation Factory B.V. in writing.
It is the responsibility of the customer to ensure that a notice of default actually reaches Innovation Factory B.V. (in a timely manner).
Liability of Innovation Factory B.V.
Innovation Factory B.V. is not liable for any damage of any kind arising from the use of the Programs, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
All images, photos, colors, drawings, descriptions on the website or in a catalog are for indicative purposes only and are approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Innovation Factory B.V. makes no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with business or tax laws and regulations.
The customer is responsible for complying with all applicable laws and regulations, and Innovation Factory B.V. is not liable for violations committed by the customer.
Limitation period
Any right of the customer to compensation from Innovation Factory B.V. lapses in any case within 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions in article 6:89 of the Civil Code.
Termination
The customer has the right to terminate the agreement if Innovation Factory B.V. fails to fulfill its obligations, unless this failure, given its special nature or minor significance, does not justify termination.
If the fulfillment of the obligations by Innovation Factory B.V. is not permanently or temporarily impossible, termination can only occur after Innovation Factory B.V. has been put in default.
Innovation Factory B.V. reserves the right to terminate the agreement with the customer if the customer does not fulfill his obligations under the agreement in full or on time, or if circumstances give Innovation Factory B.V. good reason to fear that the customer will not be able to properly fulfill his obligations.
Innovation Factory B.V. reserves the right to terminate the customer's access to the Programs at any time without prior notice for any violation of the rules and guidelines of the Program, including but not limited to aggressive or inappropriate behavior. Innovation Factory B.V. aims to ensure a safe and productive learning environment for all participants, and any behavior that contradicts this will not be tolerated.
Force majeure
In addition to the provisions of article 6:75 of the Civil Code, a failure by Innovation Factory B.V. to comply with any obligation to the customer cannot be attributed to Innovation Factory B.V. in any situation independent of its will, when the fulfillment of its obligations to the customer is wholly or partially impeded or when fulfillment of its obligations cannot reasonably be expected from Innovation Factory B.V.
The force majeure situation referred to in paragraph 1 also applies to - but is not limited to: emergencies (such as civil war, insurrection, riots, natural disasters, etc.); shortcomings and force majeure of suppliers, couriers, or other third parties; unexpected outages of power, electricity, internet, computer, or telecom; computer viruses, strikes, governmental measures, unforeseen transportation issues, bad weather, and work interruptions.
If a force majeure situation occurs that prevents Innovation Factory B.V. from fulfilling one or more obligations to the customer, these obligations are suspended until Innovation Factory B.V. can fulfill them.
From the moment a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.
Innovation Factory B.V. is not liable for any (damage) compensation in a situation of force majeure, even if it has gained any advantage as a result of the force majeure situation.
Transfer of Rights
The customer may not transfer his rights from an agreement with Innovation Factory B.V. to third parties without the prior written consent of Innovation Factory B.V.
This provision serves as a clause with a property law effect as referred to in article 3:83 paragraph 2 of the Civil Code.
Consequences of Nullity or Invalidation
If one or more provisions of these general terms and conditions are found to be null or invalid, this does not affect the validity of the remaining provisions of these conditions.
A provision that is null or invalid will in that case be replaced by a provision that comes closest to what Innovation Factory B.V. intended when drafting the terms on that point.
Applicable Law and Competent Court
Only Dutch law applies to all agreements between the parties.
The Dutch court in the district where Innovation Factory B.V. is located is exclusively competent in the event of disputes between the parties, unless the law provides otherwise.
Acceptance
By purchasing one of the programs from Innovation Factory B.V., you acknowledge that you have read and understood these terms and conditions and agree to them.
Definitions
Innovation Factory B.V.: Innovation Factory B.V., Trade name: MSTR, located in Nijmegen, Chamber of Commerce no. 90710215.
Customer: the party with whom Innovation Factory B.V. has entered into an agreement.
Parties: Innovation Factory B.V. and the customer together.
Consumer: a customer who is an individual acting for private purposes.
Programs: any paid service program, divided into proof of concept, production phase, and further development and monitoring offered by Innovation Factory B.V.
Applicability
These terms and conditions apply to all quotes, offers, work, orders, agreements, and deliveries of services or products by or on behalf of Innovation Factory B.V.
The parties may only deviate from these terms if they have explicitly agreed to this in writing.
The parties expressly exclude the applicability of any additional and/or differing general terms and conditions of the customer or third parties.
Prices
All prices used by Innovation Factory B.V. are in euros, excluding VAT, unless explicitly stated otherwise or agreed upon.
Innovation Factory B.V. reserves the right to adjust the prices of its products or services on its website or otherwise at any time.
The parties agree on a total price for a service provided by Innovation Factory B.V. This is always a fixed price, which cannot be deviated from.
Innovation Factory B.V. reserves the right to adjust prices annually.
Innovation Factory B.V. will communicate price adjustments to the customer prior to the moment of the price increase.
The consumer has the right to terminate the contract with Innovation Factory B.V. if he does not agree with the price increase.
Payments and payment period
The customer must comply with the financial obligations to Innovation Factory B.V. based on the agreed registration periods or payment plans.
Payment terms are considered fatal payment periods. This means that if the customer has not paid the agreed amount by the last day of the payment period, he is legally in default, without Innovation Factory B.V. having to send the customer a reminder or put him in default.
Innovation Factory B.V. reserves the right to make delivery dependent on immediate payment or to require adequate security for the total amount of the services or products.
Consequences of late payment
If the customer does not pay within the agreed period, Innovation Factory B.V. has the right to charge interest of 2% per month for non-commercial transactions and interest of 8% per month for commercial transactions from the day the customer is in default, with a part of a month counted as a whole month.
When the customer is in default, he is also liable for extrajudicial collection costs and may be obliged to pay any compensation to Innovation Factory B.V.
If the customer does not pay on time, Innovation Factory B.V. may suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, seizure, or suspension of payments of the customer, the claims of Innovation Factory B.V. against the customer become immediately due and payable.
If the customer refuses to cooperate in the execution of the agreement by Innovation Factory B.V., he is still obliged to pay the agreed price to Innovation Factory B.V.
Right of reclamation of goods
As soon as the customer is in default, Innovation Factory B.V. has the right to invoke the right of reclamation concerning the unpaid products delivered to the customer.
Innovation Factory B.V. invokes the right of reclamation through a written or electronic notification.
The costs for collecting or returning the products are to be borne by the customer.
Right of withdrawal
Due to the digital nature and confidentiality of our programs, Innovation Factory B.V. does not offer a right of withdrawal after the parties have entered into an agreement.
Set-off
The customer waives his right to set off a debt to Innovation Factory B.V. against a claim against - Innovation Factory B.V.
Guarantee
When parties have entered into an agreement for services, these services only contain best-efforts obligations for Innovation Factory B.V., no result obligations.
Execution of the agreement
Innovation Factory B.V. performs the agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship.
Innovation Factory B.V. has the right to have the agreed services (partially) executed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
Duration of the service agreement
The agreement between Innovation Factory B.V. and the customer is entered into for a duration of 1 year, unless otherwise resulting from the nature of the agreement or unless the parties have explicitly agreed otherwise in writing.
If the parties have agreed on a term for the completion of certain work, this is never a strict deadline unless explicitly specified otherwise in writing. If this term is exceeded, the customer must give Innovation Factory B.V. a reasonable written period to complete the work before he can terminate the contract or claim compensation.
Intellectual property
Innovation Factory B.V. retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, writings, data carriers, or other information, quotes, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written consent from Innovation Factory B.V., nor show and/or make available to third parties or use in any other way.
Confidentiality
The customer keeps all information he receives from Innovation Factory B.V. (in any form) confidential.
The same applies to all other information about Innovation Factory B.V. of which he is aware or can reasonably suspect to be secret or confidential, or of which he can expect that disclosure may cause harm to Innovation Factory B.V.
The customer takes all necessary measures to ensure that he keeps the information mentioned in the preceding paragraphs confidential.
The confidentiality obligation described in this article does not apply to information:
that was already public before the customer received this information or that later became public without this being due to a breach of the confidentiality obligation by the customer.
that is disclosed by the customer due to a legal obligation.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.
Penalties
If the customer violates the articles of these general terms and conditions regarding confidentiality or intellectual property, he forfeits in favor of Innovation Factory B.V. an immediately payable penalty of € 10,000 for each violation and an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default, or legal action is required to incur the penalty mentioned in the first paragraph of this article.
Forfeiting the penalty mentioned in the first paragraph of this article does not affect the other rights of Innovation Factory B.V., including the right to claim compensation in addition to the penalty.
Indemnification
The customer indemnifies Innovation Factory B.V. against all claims from third parties related to the products and/or services provided by Innovation Factory B.V.
Notice of default
The customer must send any notice of default to Innovation Factory B.V. in writing.
It is the responsibility of the customer to ensure that a notice of default actually reaches Innovation Factory B.V. (in a timely manner).
Liability of Innovation Factory B.V.
Innovation Factory B.V. is not liable for any damage of any kind arising from the use of the Programs, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
All images, photos, colors, drawings, descriptions on the website or in a catalog are for indicative purposes only and are approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Innovation Factory B.V. makes no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with business or tax laws and regulations.
The customer is responsible for complying with all applicable laws and regulations, and Innovation Factory B.V. is not liable for violations committed by the customer.
Limitation period
Any right of the customer to compensation from Innovation Factory B.V. lapses in any case within 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions in article 6:89 of the Civil Code.
Termination
The customer has the right to terminate the agreement if Innovation Factory B.V. fails to fulfill its obligations, unless this failure, given its special nature or minor significance, does not justify termination.
If the fulfillment of the obligations by Innovation Factory B.V. is not permanently or temporarily impossible, termination can only occur after Innovation Factory B.V. has been put in default.
Innovation Factory B.V. reserves the right to terminate the agreement with the customer if the customer does not fulfill his obligations under the agreement in full or on time, or if circumstances give Innovation Factory B.V. good reason to fear that the customer will not be able to properly fulfill his obligations.
Innovation Factory B.V. reserves the right to terminate the customer's access to the Programs at any time without prior notice for any violation of the rules and guidelines of the Program, including but not limited to aggressive or inappropriate behavior. Innovation Factory B.V. aims to ensure a safe and productive learning environment for all participants, and any behavior that contradicts this will not be tolerated.
Force majeure
In addition to the provisions of article 6:75 of the Civil Code, a failure by Innovation Factory B.V. to comply with any obligation to the customer cannot be attributed to Innovation Factory B.V. in any situation independent of its will, when the fulfillment of its obligations to the customer is wholly or partially impeded or when fulfillment of its obligations cannot reasonably be expected from Innovation Factory B.V.
The force majeure situation referred to in paragraph 1 also applies to - but is not limited to: emergencies (such as civil war, insurrection, riots, natural disasters, etc.); shortcomings and force majeure of suppliers, couriers, or other third parties; unexpected outages of power, electricity, internet, computer, or telecom; computer viruses, strikes, governmental measures, unforeseen transportation issues, bad weather, and work interruptions.
If a force majeure situation occurs that prevents Innovation Factory B.V. from fulfilling one or more obligations to the customer, these obligations are suspended until Innovation Factory B.V. can fulfill them.
From the moment a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.
Innovation Factory B.V. is not liable for any (damage) compensation in a situation of force majeure, even if it has gained any advantage as a result of the force majeure situation.
Transfer of Rights
The customer may not transfer his rights from an agreement with Innovation Factory B.V. to third parties without the prior written consent of Innovation Factory B.V.
This provision serves as a clause with a property law effect as referred to in article 3:83 paragraph 2 of the Civil Code.
Consequences of Nullity or Invalidation
If one or more provisions of these general terms and conditions are found to be null or invalid, this does not affect the validity of the remaining provisions of these conditions.
A provision that is null or invalid will in that case be replaced by a provision that comes closest to what Innovation Factory B.V. intended when drafting the terms on that point.
Applicable Law and Competent Court
Only Dutch law applies to all agreements between the parties.
The Dutch court in the district where Innovation Factory B.V. is located is exclusively competent in the event of disputes between the parties, unless the law provides otherwise.
Acceptance
By purchasing one of the programs from Innovation Factory B.V., you acknowledge that you have read and understood these terms and conditions and agree to them.