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General terms and conditions

The following terms and conditions apply to all our services and products. These terms and conditions have been carefully drafted to provide a clear and fair overview of what you can expect from us and what we expect from you. By using our services, you agree to these terms and conditions. We recommend that you read the terms and conditions carefully and keep a copy for your own records. In case of questions or ambiguities, we are always ready to help you.

Definitions:

a. Client: the natural or legal person who has commissioned Wedigify B.V. to manufacture items or perform work:

b. Wedigify B.V.: supplier established in Rotterdam who has accepted the order as referred to under point a. or has issued a quotation or offer preceding a possible order;

c. Information carriers: magnetic tapes and disks, optical disks and all other means intended for recording, processing, sending or multiplying texts, images, sound or other data by means of equipment or for making them public, all this in the broadest sense of the word. d. Emergency: the failure of a product and/or service that must be investigated and resolved as soon as possible for the reason that the product and/or service cannot continue to function.

e. Bug: an error in the software of a product and/or service that causes it not to function as intended.

f. Request: a missing functionality that does not meet a criteria of a bug or emergency.


article 1: applicability

. These conditions apply to all offers, order confirmations, assignments, sales, deliveries and all other agreements concluded with Wedigify B.V..

Terms and conditions of the client will only apply to the agreements concluded with Wedigify B.V. insofar as Wedigify B.V. has acknowledged and confirmed this in writing.

The client with whom a contract was once concluded on these terms and conditions is deemed to have tacitly agreed to the applicability of these terms and conditions to agreements concluded with Wedigify B.V. at a later date.


article 2: quotations and offers definitions

. The mere submission by Wedigify B.V. of a quotation, estimate, pre-calculation or similar communication, whether or not designated with an offer or quotation, does not oblige Wedigify B.V. to enter into an agreement with the client, but the quotation or offer is only an invitation to enter into negotiations, unless the quotation or offer states otherwise.

If the quotation or offer explicitly stipulates that it counts as an offer pursuant to Article 6:217 of the Dutch Civil Code, this offer implies a period for acceptance of one month, unless the quotation or offer states otherwise.

In the case of a quotation or offer in which it is expressly stipulated that it counts as an offer pursuant to Article 6:217 of the Dutch Civil Code, the agreement is concluded as soon as the written acceptance of the offer by the client has reached Wedigify B.V.. By doing so, the client expressly agrees to these General Terms and Conditions of Delivery and Payment and also expressly waives any applicability of its own General Terms and Conditions.

If in the acceptance reservations or changes are made with respect to the offer or quotation, the agreement will, in deviation from the provisions of subsection 2, only be concluded if Wedigify B.V. has informed the client that it agrees to these changes.

If the quotation or offer is to be understood as an invitation to enter into negotiations, an offer will be understood to mean a proposal made by the client to Wedigify B.V. to enter into an agreement, which by acceptance immediately leads to the formation of an agreement.

Acceptance by Wedigify B.V. of the offer by the client also implies an explicit rejection of the client's general terms and conditions, with reference to article 6:225 paragraph 3 of the Dutch Civil Code.

An offer or quotation made by Wedigify B.V., or order accepted by Wedigify B.V., shall only include the work and provision of services described therein. Under no circumstances can Wedigify B.V. be required to provide multiple work and/or services, however closely related such multiple work and/or services may be to those described in the quotation or order.

Wedigify B.V. reserves the right to carry out and charge the client for more work than has been agreed, if this work is in the interest of the client and/or for the proper execution of the order. The client will be informed of the execution of this additional work as soon as possible.


article 3: electronic data traffic

. An e-mail message shall, for the purposes of these general conditions and all agreements, be equated with the written statement.

In the event of a dispute about whether or not e-mail messages have been received or sent, Wedigify B.V.'s log file data will serve as full evidence. The client cannot suspend its non-disputation by means of contesting this.


Article 4: amendments and cancellations

. Changes to the agreement and deviations from these General Terms and Conditions will only be effective if they are agreed in writing between the client and Wedigify B.V..

Wedigify B.V. reserves the right to cancel assignments in whole or in part in the event of such a change in circumstances that fulfilment cannot reasonably be required of Wedigify B.V.. In the event of cancellation, the client has no right to compensation. The client has the right to cancel an agreement before Wedigify B.V. has commenced the execution of the agreement provided that it compensates Wedigify B.V. for any damages incurred as a result. These damages include the losses and loss of profit suffered by Wedigify B.V. and, in any case, the costs already incurred by Wedigify B.V. in preparation, including those of reserved production capacity, purchased materials, services called in and storage.


article 5: prices

. Reimbursements for work carried out shall take place in accordance with the price stated in the quotation or agreement, as the case may be, or against further price agreements to be made in writing. Work not mentioned in the quotation shall be charged to the client on the basis of subsequent calculation, unless price agreements are also made in writing for this. In the case of compound offers, there is no obligation to deliver part of the total performance at the amount stated for this part in the offer or at a proportionate part of the price stated for the whole.

Wedigify B.V. is always entitled to adjust the prices to the changes in price-determining factors that occurred in the period of time after the time of acceptance of the order and execution of the work. If this adjustment takes place within three months after acceptance of the order, the client has the right to dissolve the agreement, unless price changes are the result of legislation and/or government measures. Extra workable text, unclear copy, unclear sketches, drawings or models, faulty information carriers, faulty computer software or data files, faulty method of delivery of the materials or products to be supplied by the client and all similar supplies by the client which compel Wedigify B.V. to do more work or incur more costs than it could reasonably have expected at the time the agreement was entered into, are grounds for increasing the agreed price. Exceptional or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed are also grounds for increasing the agreed price.


Article 6: obligations of Wedigify B.V.


. Wedigify B.V. undertakes towards the client to provide him with services in accordance with the description as further given in the offer or agreement.

Wedigify B.V. guarantees that work commissioned to it will be carried out according to the requirements of good and sound workmanship and in accordance with any applicable regulations. Wedigify B.V. guarantees that the work delivered is original, unless similarity is required. In the latter case, the client indemnifies Wedigify B.V. against liability in this respect towards third parties.

Wedigify B.V. determines the manner in which it believes the order should be carried out. If requested, Wedigify B.V. undertakes to follow the instructions of the client, unless this is contrary to the nature of the assignment.

Wedigify B.V. has the right to outsource the assignment or parts thereof to, or to have them carried out by, third parties not employed by it, if, in its opinion, this will promote a good and efficient execution of the assignment.

The obligation of Wedigify B.V. lapses: a. If the client does not or not correctly fulfil its obligations under the agreement or part thereof. b. If the client requires work that deviates from the advice given by Wedigify B.V. c. If work on the assignment has been carried out by others than by assistants and other persons working directly on the instructions of Wedigify B.V., including subsequent changes.

The liability of Wedigify B.V. under this guarantee will in all cases be limited to the total invoiced amount per order excluding VAT.


article 7: obligations of the client

. The client is obliged to provide Wedigify B.V. in a timely manner with all information which might be of importance to Wedigify B.V. in the context of the execution of this agreement.

Wedigify B.V. has the right to suspend the execution of the assignment until the moment that the client will have fulfilled the obligations mentioned in the previous paragraph.

If a deadline has been agreed or specified for the execution of certain work or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the client must therefore give Wedigify B.V. written notice of default. Wedigify B.V. must be given a reasonable period to still comply with what has been agreed upon. Wedigify B.V. is not liable for late delivery of products outsourced to third parties. The client is prohibited from employing or attempting to employ employees, collaborators or auxiliaries of Wedigify B.V.. Upon violation of this prohibition, the client will be liable to pay Wedigify B.V. an immediately payable penalty in the amount of 5 times the annual turnover of the relevant force, calculated on the average over the five years preceding the employee's employment with the client.

The client is not permitted to make changes (or have changes made) to the designs, sketches, illustrations, etc. without Wedigify B.V.'s consent. The client must always give Wedigify B.V. the opportunity to carry out the changes. Changes required due to an altered or erroneous order will be charged extra to the client.

The client is obliged to send Wedigify B.V. four copies of the work as soon as reproduction has taken place.

If the client gives the same order to several companies at the same time, it must inform Wedigify B.V. of this immediately. If the client has previously given the same or a similar order to another company, he must mention this when placing the order with Wedigify B.V., regardless of whether or not this order was accepted by the other company.

The trial copy or prototype of a project to be multiplied by the client must be submitted to Wedigify B.V. for approval in order to ensure proper execution before reproduction is undertaken. Wedigify B.V. will check the final proof or final prototype and provide it with its initials and date, stating "good for reproduction".


article 8: delivery and preservation

. In the event that the client provides its information carriers to Wedigify B.V., these information carriers must comply with the specifications given by Wedigify B.V. to the client. In such a case, the client must also ensure that it keeps for itself a copy or duplicate of its information carriers or has them made for the benefit of its safekeeping.

If the delivery of information takes place by means of a public telephone network or other direct connection, this can only take place at times agreed upon in advance with Wedigify B.V. and in accordance with the applicable rates and conditions of the party operating this connection, in accordance with methodologies and protocols agreed upon in advance by both parties.

Wedigify B.V. is obliged to ensure careful storage of information originating from the client. Barring evidence to the contrary, Wedigify B.V. shall be deemed to have complied with this obligation.

Wedigify B.V. shall make available to the client all data of the client which it has used in the execution of the order immediately after the execution of the order.

The risk in respect of damage to or loss of information stored with Wedigify B.V. is explicitly for Wedigify B.V.

. The risk in the matter of damage to or loss of information during transport or dispatch is always for the client, irrespective of whether the transport or dispatch takes place by or on behalf of Wedigify B.V., the client or third parties. The client indemnifies Wedigify B.V. against all claims of third parties in connection with the damage or loss of the information referred to in the preceding paragraphs. The client is obligated to ensure careful storage of the goods originating from Wedigify B.V. The risk regarding damage or loss of goods stored with the client is explicitly for the client.


article 9: breakdowns and incidents

. Wedigify B.V. makes every effort to ensure that the services are as uninterrupted as possible. However, it is technically impossible to prevent every service outage. Should there be an emergency, Wedigify B.V. is expected to respond within 1 hour to then deal with the emergency within 3 hours. If client has problems with a bug, Wedigify B.V. should respond within 1 day and the defect will be dealt with within 3 days. In the event of a request, Wedigify B.V. should respond within 1 day and the request will be dealt with within 3 days.


article 10: delivery

. Unless otherwise agreed, delivery shall take place at the place where Wedigify B.V. conducts its business.

The client is obliged to cooperate fully with the delivery of the goods to be delivered by Wedigify B.V. pursuant to the agreement. The client will be in default, even without notice, if it does not collect the goods to be delivered from Wedigify B.V. after Wedigify B.V.'s first request or, if delivery to its address has been agreed, refuses to accept the goods to be delivered.

All delivery dates mentioned in an offer or otherwise are without obligation unless the parties have expressly agreed in writing on a fatal delivery date. Wedigify B.V. undertakes to do everything reasonably possible to deliver within the desired period.

An agreed delivery period will not commence for Wedigify B.V. until all data to be provided by the client have been received by Wedigify B.V. and, if any prepayment has been agreed, this prepayment has been received by Wedigify B.V..

Wedigify B.V. in not obliged to deliver the manufactured goods in portions.

If the performance is to take place in parts, each part will be regarded as a separate transaction with all legal consequences.


Article 11: examination on delivery and complaints

. If, in the event of unsound delivery or performance on the part of Wedigify B.V., the client does not complain in writing within 14 days, Wedigify B.V. will no longer be obliged to meet the client's objections.

The fulfilment of the agreement will be deemed between the parties to be sound if the client has failed to make the examination or notification referred to in paragraph 1 of this article in time.

The performance of Wedigify B.V. is in any case considered between the parties to be sound if the client has put the delivered goods or a part of the delivered goods to use, has treated or processed them, has delivered them to third parties, or has had them put to use, has had them treated or processed, or has had them delivered to third parties, unless the client has observed the provisions of paragraph 1 of this article.

If the period of 14 days referred to in paragraph 1 of this article must, according to the standards of reasonableness and fairness, be considered unacceptably short even for a careful and alert client, this period will be extended until no later than the first moment on which the investigation or the notification of Wedigify B.V. is reasonably possible for the client.

Wedigify B.V. is always entitled to substitute a new sound performance for a previous unsound performance, unless the default is not repairable.


Article 12: samples and models

. If a sample, model, test specimen, working copy, concept or version has been shown or provided to the client, it is presumed to have been provided only as an indication, unless it is expressly agreed that the product to be delivered will correspond with it.


article 13: liability and indemnity

. The liability of Wedigify B.V. pursuant to the agreement with the client is limited to such an amount as, according to the standards of reasonableness and fairness, is in proportion to the agreed price, without prejudice to the provisions of article 5 paragraph 6 of these terms and conditions.

Wedigify B.V. is not liable for damage of any nature whatsoever which arises because or after the client has put the manufactured goods into use after delivery, has treated or processed them, has delivered them to third parties, or has had them put into use, has had them treated or processed, or has had them delivered to third parties, respectively.

Wedigify B.V. is furthermore not liable for damage in the form of loss of turnover or reduced goodwill in the business or profession of the client.

Wedigify B.V. is likewise not liable for damage to materials or products received from the client and to be treated or processed by Wedigify B.V., if the client has not informed Wedigify B.V., no later than at the time of entering into the agreement, of the properties and nature of these materials or products and has not provided sound information regarding the pretreatment and surface treatments applied.

If Wedigify B.V. is held liable by a third party in respect of any damage, for which it is not liable pursuant to the agreement with the client or these terms and conditions of delivery, the client will fully indemnify Wedigify B.V. in the matter and reimburse Wedigify B.V. for everything it is required to pay to this third party.

The client bears the risk of misunderstandings with respect to the contents and execution of the agreement if these are caused by specifications or other communications which have not been received by Wedigify B.V., or which have not been received correctly, on time or completely, or which have been made orally or by a person designated by the client for that purpose, or which have been transmitted by means of technical means such as telephone, fax, e-mail and similar transmission media.

The client indemnifies Wedigify B.V. against liability in respect of copyrights concerning the reference material provided by the client, such as photographs, drawings and the like, as well as in respect of damage, loss or destruction of materials and/or data made available by the client. The client is responsible for all consequences of the published material. Advice given by Wedigify B.V. is given to the best of its knowledge, but Wedigify B.V. shall not be liable in any way in this matter.

article 14: force majeure

. A failure in the fulfilment of the agreement cannot be attributed to Wedigify B.V. if it is not due to its fault, nor is it for its account by virtue of the law, legal action or generally accepted views.

There is force majeure on the part of Wedigify B.V. if, after the conclusion of the agreement, Wedigify B.V. is prevented from fulfilling its obligations under the agreement or in relation to the preparations thereof by unforeseen circumstances of any nature whatsoever, such as, inter alia war, threat of war, civil war, riots, acts of war, fire, illness or accident, occupation, transport problems, government measures, and furthermore by all other causes beyond the fault and there half outside the sphere of risk of Wedigify B.V., as a result of which Wedigify B.V. cannot execute the order, or cannot execute it in time or without, in its opinion, incurring extra effort and/or costs.

In the event of force majeure, Wedigify B.V. has the right to cancel the agreement with the client in whole or in part, by means of a simple notification to the client, without judicial intervention and without Wedigify B.V. being obliged to pay any compensation for the damage suffered as a result of the cancellation.

If Wedigify B.V. has already partially fulfilled its obligations when the force majeure occurs, Wedigify B.V. will be entitled to invoice separately what has already been delivered or services which have already been rendered, and the client will be obliged to pay the relevant invoice as if it were a separate transaction.


article 15: payment

. The amount charged in compensation is, unless otherwise agreed in writing, calculated according to Wedigify B.V.

's usual rates. Travel hours are charged in full, unless otherwise follows from the agreement.

Costs incurred by Wedigify B.V. (including research, documentation costs, etc.) will be charged to the client.

Wedigify B.V. may at any time require the client to pay all or part of the agreed fee and/or costs to be incurred in advance.

Unless otherwise agreed with the client, the client is obliged to make the payments within 14 days of the invoice date, without any right to deduction or discount.

If the client fails to fulfil its payment obligations, all rights transferred by Wedigify B.V. to the client will lapse with the expiry of the payment term. This entails, among other things, that the client is then not permitted to use the work made available to him or have it used for any purpose. The principal shall be in default solely by exceeding the term of payment mentioned in paragraph 5 of this article. If the client fails to pay an invoice on time, then the client will be in default by operation of law, without notice of default being required. Wedigify B.V. has the right to charge an interest rate equal to the legal interest rate increased by 2%, to be calculated from the due date of the invoice. Both extrajudicial and judicial collection costs, lawyers and bailiffs incurred in connection with late payments, will be for the account of the client.

If the client, even after a written reminder, fails to pay the amount due to which it has been reminded, then this will have the effect, without prejudice to any other right of action to which Wedigify B.V. is entitled, that: a. all other outstanding claims in the name of the client with Wedigify B.V. will become immediately due and payable. outstanding claims in the name of the client will become immediately due and payable. b. All costs incurred by Wedigify B.V., both judicial and extrajudicial, including collection costs, discount costs, bank commissions and the like, in order to achieve full or partial collection of its claim against the client, will be for the account of the client. Regardless of the actual costs incurred in connection with the collection, the client will in any case owe Wedigify B.V. 15% of the invoice amount with a minimum of € 500. If the actual costs exceed the said 15% of the invoice amount, then the actual costs will be charged to the client. In the event of payment by means of bills of exchange and cheques, the costs of bills of exchange and cheques shall be borne by the principal. The same applies to cash on delivery charges or charges for bank transfer by telephone. Payments which are made by the client to Wedigify B.V. will in all cases be applied to settle the oldest outstanding item at the expense of the client, including any default interest and costs. If the client disputes the amount, he must notify Wedigify B.V. of his objections in writing within 7 days of the invoice date.

In the event of a justified complaint, Wedigify B.V. has the choice between adjusting the amount of its invoice, correcting or redoing any rejected work or cancelling all or part of the underlying agreement, the latter by simple notification to the client, without judicial intervention being required and against a pro rata refund of the amount already paid by the client in this respect.

The amount to be paid by the client only entitles the client to use the sketches, designs, software and the like as agreed by the parties. For any additional use at a later stage, the client shall owe an additional fee, the amount of which shall be determined by Wedigify B.V. If nothing in this regard has been agreed in writing, the first use and first print run shall be deemed to be the agreed destination and print run.


article 16: indefinite assignments

. Contracts resulting in regularly repeating work that may or may not differ slightly from one another are deemed to have been given for an indefinite period. All assignments other than those given for an indefinite period of time shall end with their completion on the date determined by the parties.

Any of the parties may at any time terminate the agreement. Each of the parties may at any time cause the given assignment to end for an indefinite period. Judicial intervention is not required.

To terminate an assignment for an indefinite period of time, each of the parties must observe a notice period of at least one month.


article 17: suspension and dissolution

. Wedigify B.V. is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if the client does not fulfil or does not fully fulfil its obligations under the agreement.

Without prejudice to the stipulations elsewhere in these terms and conditions concerning dissolution, the agreement will be dissolved without judicial intervention and without any notice of default being required, unless the receiver or administrator recognises the obligations resulting from this agreement as a debt of the estate. By dissolution, mutually existing claims become immediately due and payable. The client shall be liable for damages suffered by Wedigify B.V., including loss of profits.


article 18: right of retention

. Wedigify B.V. is authorised to suspend the surrender of items in its possession for the client in connection with the execution of any order until all its claims in respect of any order have been settled.


article 19: copyright and ownership

. The client guarantees Wedigify B.V., that through the performance of the agreement and in particular through the multiplication or publication of items received from the client such as copy, typesetting, models, drawings, photographic recordings, lithographs, films, information carriers, computer software, data files, etc., no rights that third parties may enforce under the Copyright Act 1912 or other national, supranational or international regulations in the area of copyright or industrial property law or the law relating to tort. The client indemnifies Wedigify B.V., both in and out of court, against all claims that third parties may enforce under such laws or regulations. If with respect to the correctness of the rights asserted by third parties as referred to in paragraph 1 of this article, reasonable doubt arises or continues to exist, Wedigify B.V. will be authorised but not obliged to suspend the performance of the agreement until such time as it has been irrevocably established in court that Wedigify B.V. by fulfilling the agreement does not infringe these rights. Thereafter, Wedigify B.V. will still execute the order within a reasonable time.

Unless expressly agreed otherwise in writing, Wedigify B.V. will always remain the party entitled to the copyright that may arise on the works produced by it in the performance of the agreement, such as copy, typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary materials, even if the work in question is stated as a separate item in the offer or on the invoice.

The goods delivered or to be delivered by Wedigify B.V. according to its design, such as copy, manuscripts, typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary materials, as well as any part thereof that is part of the essence of that design, may not, even if or insofar as there is no copyright or other legal protection for Wedigify B.V. on the design in this respect, be used without the latter's consent.V., may not be reproduced within the framework of any production process without its written consent.

After delivery by Wedigify B.V., the client acquires the non-exclusive right to use the works produced by Wedigify B.V. within the meaning of the Copyright Act 1912 or works within the meaning of paragraph 4 of this article. The aforementioned right of use is limited to the right of normal use of the delivered goods and, in particular, does not include the use to multiply these goods in the context of any production process.

The rights to inventions, know-how and software obtained or developed by Wedigify B.V. before or during the execution of the order or the provision of the services shall always remain the property of Wedigify B.V.

Every delivery of goods by Wedigify B.V. to the client is made subject to retention of title until the client has paid all that it is obliged to pay under the agreement, including interest and costs.

The client will return all designs and sketches, whether approved or rejected, to Wedigify B.V. within two months of delivery and will not be entitled to proceed to any reproduction in any form whatsoever of these designs, sketches and the like or parts thereof without the written consent of Wedigify B.V. Return shipment will take place at the expense and risk of the client.

Information carriers not provided by the client will remain the property of Wedigify B.V., insofar as they have not been invoiced separately by it and paid for by the client. The same applies to the equipment and related parts used for the purpose of the information carriers.

In the event of loss of or damage to the sketches, designs and/or illustrations in the possession of the client and/or third parties, the client is obliged to compensate Wedigify B.V. for any damages resulting therefrom. Return shipments are also at the risk and for the account of the client.


article 20: applicable law and jurisdiction

. This agreement is subject to Dutch law.

A dispute shall be deemed to exist as soon as one of the parties so declares.

All disputes arising from any agreement between Wedigify B.V. and the client will be submitted to the judgment of the competent court in the district where Wedigify B.V. is located.


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