GENERAL TERMS AND CONDITIONS OF PRJCT WRKS B.V.
01.01.2025
These general terms and conditions apply to all agreements between PRJCT WRKS B.V., hereinafter called: “PRJCT WRKS”, and the customer(s), including additional and follow-up agreements. Not only PRJCT WRKS, but also its directors and employees who are employed by it can invoke these general terms and conditions. All agreements are deemed to have only been made with PRJCT WRKS. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
1. Agreement Formation: A contract exists when PRJCT WRKS or clients confirms the assignment in writing via email, DocuSign or order confirmation or starts work. Variations or add-on on of assignment is confirmed in writing or verbally or as a logical consequence of change orders or add-ons.
2. Cancellation Fee: Cancellation after assignment leads to a minimum charge of 50% of the agreed project fee or 50% of the remainders of works of agreed sum.
3. PRJCT WRKS Role as project managers and consultants: PRJCT WRKS acts as advisor/mediator. They may use subcontractors; any extra costs are passed on to the client with an added margin. PRJCT WRKS makes "best efforts," not guaranteeing results. PRJCT WRKS are not liable for delays, costs or financial consequential damage.
4. PRJCT WRKS's Role as drafters: PRJCT WRKS delivers a design intent set and is not liable for any differences in measurements or consequences of incorrect measurements on site. All sizes needs to be checked on site by executing entities. The information contained herein, including dimensions, materials, finishes, and specifications, is subject to revision and may not accurately reflect the final product. This pack is not a contract and design details are subject to client approval.
5. Client's Obligations: The client must provide complete and accurate information. Client is responsible for any inaccuracies and will cover additional costs, losses or claims arising from them.
6. Exclusivity: The services are solely for the client. Third parties have no rights, and PRJCT WRKS is not liable for their losses.
7. Contract Duration: Contracts are open-ended (terminable with 6 months' notice) unless a fixed term is agreed. Fixed-term contracts renew automatically for a year unless terminated.
8. Complaints: The client must report complaints within 7 days, in writing, describing the issue. PRJCT WRKS will try to rectify valid complaints.
9. Liability: PRJCT WRKS's liability (including directors, employees, and subcontractors) is limited to direct losses caused by serious attributable failings. This excludes indirect losses (lost profits, etc.). Liability is capped at the fees paid (excluding VAT).
10. Marketing: PRJCT WRKS holds the right to use materials, drawings, photographs, video’s, prints, models or other project material as marketing content regardless of the owner of the Intellectual Property or previously agreed conditions with other entities.
11. Payment: Fees (excluding VAT and expenses) are due within 30 days of invoicing. Late payment incurs a 2.5% weekly penalty and collection costs. Success bonuses are payable under specified conditions. For fixed-price contracts, extra work is billed separately at the agreed hourly rate.
12. Independency clause: Client acknowledges that any agreements made with designers, architects engineers, suppliers or contractors, contractors do not affect or alter the terms of these general terms and conditions. This agreement remains paramount and independent of any such prior or future agreements.
13. Non-Solicitation of Employees: Clients may not solicit PRJCT WRKS employees for employment or other engagements during this agreement or for six months afterward. Violation results in immediate payment of six months' salary of the solicited employee.
14. Information Notification: Client agrees to notify PRJCT WRKS in writing at least 30 days prior to commencing any project considered "similar" to the work performed under this agreement if undertaken without PRJCT WRKS or a pre-approved vendor. "Similar" means with the same objectives, methodologies, or deliverables by client or related entities or concepts. Failure to provide such notification may result in PRJCT WRKS waiving all or part of any fees or agreements (including NDA’s) previously proposed for the services provided under this or any earlier agreement.
15. Money Laundering: PRJCT WRKS complies with Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft). The client agrees to cooperate with identification requests.
16. Tax Liability: PRJCT WRKS is not liable for the client's unpaid taxes. They will assist with tax compliance; any additional taxes are the client’s responsibility.
17. Invoicing: Invoices follow Dutch Turnover Tax Act requirements. VAT is charged according to applicable rates or shifted as appropriate. The client is responsible for VAT calculation and payment for services provided outside the Netherlands.
18. Void Clauses: If any clause is invalid, the remainder of the contract remains valid. The invalid clause will be replaced with a comparable one.
19. Jurisdiction: Dutch law applies. Amsterdam District Court has jurisdiction, unless another court is competent or accounted for in separate agreement.