General Terms and Conditions and Complaints Procedure

Those pieces of text that you can’t get away from visually either….

Discover Visually
Claudiushof 22B
6215EZ, Maastricht
The Netherlands

Algemene voorwaarden Discover Visually

— General Terms and Conditions

Article 1: General and Definitions

1a. These terms and conditions apply to every offer, quotation and agreement between Discover Visually, hereinafter referred to as “Contractor” (or Discover Visually), and a Client (or Licensee) to which Contractor has declared these terms and conditions applicable, insofar as these terms and conditions* have not been expressly waived in writing by the parties.
1b. Client: The (legal) person with whom Discover Visually has entered into an agreement to which no subscription form applies.
1c. Licensee: The (legal) person with whom Discover Visually has entered into an agreement to which a form of subscription applies.
1d. Services: The services to be provided by Discover Visually as described at www.discovervisually.nl & www.discovervisually.com.

*These terms and conditions also apply to actions of third parties engaged by the Contractor within the scope of the/an order.

2. These terms and conditions are also written for the employees of the Contractor and its management.

3. The Contractor shall be entitled to amend the content of these General Terms and Conditions unilaterally. Amendments will be announced in writing or by e-mail and will take effect fourteen (14) days after their announcement, or on another date specified in the announcement.

4. The applicability of any purchase or other conditions of the Client is expressly rejected.

5. If one or more provisions of these general terms and conditions should at any time be wholly or partially invalid or declared null and void, the other provisions of these general terms and conditions will remain fully applicable. The Contractor and the Client will then consult to agree on new provisions to replace the void or annulled provisions, taking into account, as much as possible, the purpose and the meaning of the original provisions.

6. If any uncertainty exists regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must be given ‘in the spirit’ of these provisions.

7. If a situation arises between the parties that has not been settled in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

8. If the Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2: Quotations, offers, establishment of contract

1. All quotations and offers of the Contractor shall be without obligation, unless a period for acceptance is specified in the quotation. If no acceptance period has been set, the offer shall always expire after 30 days.

2. The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.

3. The prices given in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.

4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, then the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.

5. A composite quotation does not oblige Contractor to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

6a. The Agreement between Discover Visually and Licensee comes into effect by clicking on the order button in the last step of the registration process on Discover Visually’s Website. The Agreement also comes into existence upon provision of payment details by Licensee via telephone, email or in writing.
6b. Discover Visually has the right to refuse any potential Licensee without giving any reason.
6c. The contract between Contractor and Client, on the basis of an offer, shall be formed upon the provision of the signed documents by the Client via email or in writing.
6d. The Agreement between the Contractor and the Client that takes place on the Contractor’s Website is concluded by clicking on the booking button in the last step of the registration process on the Contractor’s Website. The Agreement is also concluded when the Client provides payment details by telephone, email or in writing.

Article 3: License

1. The right of use is not transferable. The Licensee is not allowed to sell, rent out, sublicense or make the right of use available to a third party in any way or for any purpose.

2. Licensee may only use the right of use for its own business activities.

Article 4: Contract duration, implementation deadlines, transfer of risk, implementation and amendment of agreement, price increases

1. The agreement between the Contractor and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.

2. If a period has been agreed or specified for the execution of certain work or the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be given a reasonable period in which to perform the Agreement after all.

3. The Contractor will perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. The above is based on the current state of knowledge.

4. The Contractor has the right to have certain activities performed by third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is explicitly excluded.

5. If Contractor or third parties engaged by Contractor carry out work in the context of the assignment at the Client’s location or at a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.

6. Delivery will take place ex Contractor’s company. The Client is obliged to take possession of the goods at the moment they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, the User will be entitled to store the goods at the Client’s expense and risk. The risk of loss, damage or depreciation is transferred to the Client at the moment the goods are at the Client’s disposal.

7. Contractor is entitled to execute the agreement in several phases and to invoice the part thus executed separately.

8. If the Agreement is performed in phases, the Contractor may suspend the performance of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.

9. The Client shall ensure that all information which the Contractor indicates is necessary or which the Client should reasonably understand is necessary for the fulfilment of the Agreement is provided to the Contractor in good time. If the information required for the fulfilment of the Agreement is not provided to the Contractor in good time, the Contractor has the right to suspend the fulfilment of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the customary rates. The execution period shall not commence before the Client has made the information available to the Contractor. The Contractor shall not be liable for loss or damage of any kind arising from the fact that Contractor relied on inaccurate and/or incomplete data supplied by the Client.

10. If, during the execution of the Agreement, it turns out that it is necessary to modify or supplement it for a proper execution, the parties will proceed to adapt the Agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and / or quantitatively changed, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. The Contractor will provide as much advance notice as possible. By amending the agreement, the originally specified period of execution may also be changed. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.

11. If the Agreement is amended, including an addition, then the Contractor is entitled to execute this only after the person responsible within the Contractor has given his approval and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time when the work will be carried out. The failure to execute the amended agreement or to execute it immediately does not constitute a breach of contract on the part of the Contractor and does not give the Client any grounds for terminating or annulling the agreement.

12. Without being in default, Contractor may refuse a request to amend the agreement if this could have consequences, in qualitative and/or quantitative terms, for example for the work to be carried out or the goods to be supplied in that context.

13. If the Client should fail in the proper fulfilment of its obligations towards the Contractor, the Client shall be liable for all losses on the part of the Contractor resulting directly or indirectly from this.

14. If Contractor agrees with the Client on a fixed fee or price, then the Contractor shall nevertheless be entitled to increase this fee or price at any time without the Client having the right to terminate the contract for that reason if the increase in the price is the result of a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds which could not reasonably have been foreseen at the time the contract was concluded.

15a. If the price increase other than as a result of a change in the agreement exceeds 10% and occurs within three months of the conclusion of the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless the Contractor is then still willing to perform the agreement based on the originally agreed amount;
15b. if the price increase results from a power or an obligation imposed on the Contractor by law;
15c. if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement;
15d. or, in case of delivery of a good, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 5: Duration of Licensee's Right of Use

1. The agreement comes into being for a period of at least 1 month or several months if use is made for an offer rate over a longer period. The agreement can be renewed by Licensee in the interim and after expiration.

2. The agreement is tacitly renewed until the moment of cancellation by Licensee, cancellation must take place at least 7 calendar days before the start of the new period and can only be done in writing or by e-mail.

3. The agreement cannot be terminated prematurely, the chosen number of months for the initial agreement is leading.

4. After termination or dissolution of the license agreement, Licensee shall refrain from any direct or indirect use of the licensed services and is required to remove all information obtained from Discover Visually from all (computer) equipment present at Licensee’s premises within two business days after the date of termination or dissolution.

5. Discover Visually and Licensee are authorized to terminate the Agreement with immediate effect without further notice of default or judicial intervention in writing or by e-mail and without being required to pay any compensation for costs or damages in the following cases; (a) if the other party files for bankruptcy or is declared bankrupt; (b) Licensee applies for or is granted a (temporary) moratorium; (c) Licensee is placed under guardianship or administration, or Discover Visually ceases its activities or liquidates.

6. Notwithstanding anything else in this Agreement, the following obligations shall survive the termination of this Agreement: (a) outstanding payments; (b) intellectual property rights; (c) liability.

Article 6: Rights and obligations Discover Visually

1. Discover Visually makes every effort to make the Services continuously available but does not guarantee that the Services will be available at all times

2. Discover Visually reserves the right to make changes to the Services. Discover Visually will use its best efforts to provide advance notice of any changes that restrict the core functionality of the Services, subject to reasonable notice, unless it is not reasonably or technically possible to do so.

3. Discover Visually may expand the Services with modules that include new functionality. Modules offered to new users for a fee do not automatically fall within the scope of the Agreement. If Licensee wishes to make use of these modules, it must make further arrangements with Discover Visually in this regard.

4. Discover Visually provides an electronic newsletter informing Licensees of developments in Discover Visually’s Services. Unless Licensee indicates that it does not wish to receive these, during the term of this Agreement, Licensee will receive these electronic newsletters at the e-mail address provided during the registration process.

Article 7: Rights and obligations of Licensee and Client

1. Licensee or Client is responsible for all use of the Services.

2. Licensee or Client shall, at the time of entering into the Agreement, provide the correct, current and complete (address) information which is requested from Licensee/Client during the registration process. Licensee or Client shall report changes in this (address) information as soon as possible through Discover Visually’s back office.

3. Licensee shall refrain from unauthorized use of the Services and shall act and behave in accordance with what may be expected by Discover Visually from a careful user. In particular, when using the Services, Licensee shall:

(a) not post any data that infringes third party intellectual property rights;

(b) not offer products or services that are stolen, violate legal provisions, or otherwise infringe the rights of third parties;

(c) not distribute information contrary to legal provisions, public order and morality;

(d) not intentionally distribute or cause to be distributed any viruses or other programs that may cause damage to equipment, software or data of third parties;

(e) not gain or attempt to gain access to computers or computer systems for which he is not authorised (‘hacking’);

(f) not alter, delete or render unusable any posted data of other users of the Services, or add data to such third party data, without the consent of the relevant third party;

(g) not use the Services in such a way that it hinders the proper functioning thereof, or that it can cause damage or annoyance to other users of the Services;

(h) refrain from making his User Name or (part of) the Services available to third parties in any way whatsoever. Licensee will keep his/her Username strictly personal and secret;

(i) comply with any instructions Discover Visually may give in connection with the use of its Services.

4. Without prejudice to its other rights under the law or the Agreement, Discover Visually reserves the right to suspend its obligations to Licensee or to rescind the Agreement if the Licensee acts, or is reasonably suspected of acting, in violation of section 7.3, without Discover Visually being liable to pay any compensation.

Article 8: Suspension, dissolution and early termination of the agreement

1. Contractor shall be entitled to suspend the fulfilment of its obligations or to dissolve the Agreement if the Client fails to fulfil its obligations under the Agreement, or fails to fulfil them in full or in good time, circumstances come to Contractor’s knowledge after the Agreement has been concluded which give it good reason to fear that the Client will not fulfil its obligations, if, when the Agreement was concluded, the Client was asked to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient or if, due to a delay on the part of the Client, the Contractor can no longer be required to fulfil the Agreement under the terms originally agreed.

2. Furthermore, the Contractor shall be entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of the Contractor.

3. If the agreement is dissolved, the Contractor’s claims against the Client shall become immediately due and payable. If the Contractor suspends fulfilment of its obligations, it shall retain its claims under the law and the Agreement.

4. If the Contractor proceeds with suspension or dissolution, it shall not be liable in any way whatsoever for the compensation of losses and costs incurred as a result.

5. If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.

6. If the Client fails to fulfil its obligations arising from the agreement and this failure justifies dissolution, then the Contractor is entitled to dissolve the agreement with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of breach of contract.

7. If the agreement is terminated prematurely by Contractor, Contractor shall, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This is the case unless the Client is responsible for the termination. If the Contractor incurs additional costs as a result of transferring the work, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.

8. In the event of liquidation, of (a request for) suspension of payments or bankruptcy, of attachment – if and to the extent that the attachment has not been lifted within three months – at the expense of the Client, of debt rescheduling or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor is free to terminate the agreement at once and with immediate effect or to cancel the order or the agreement, without any obligation on its part to pay any compensation or indemnification. The Contractor’s claims against the Client shall in that case be immediately due and payable.

9. If the Client cancels an order placed in whole or in part, the Client will be charged in full for the work done and the goods ordered or prepared for it, plus any costs of delivery and transport thereof and the working time reserved for the execution of the agreement.

Article 9: Force Majeure

1. The Contractor shall not be obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and for which he cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.

2. In these general terms and conditions, force majeure is defined, in addition to its meaning in the law and in case law, as all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any control, but which prevent the Contractor from fulfilling its obligations. This includes strikes at the company of Contractor or third parties. The Contractor shall also have the right to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Contractor should have fulfilled its obligation.

3. Contractor may suspend its obligations under the contract during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to pay the other party damages.

4. Insofar as the Contractor has already partially fulfilled its obligations arising from the Agreement or will be able to fulfil them at the time when the force majeure occurs, and insofar as independent value can be attributed to the part already fulfilled or to be fulfilled respectively, the Contractor is entitled to invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

5a. In case of illness of the Contractor, another date for the services will be agreed in consultation with the Client.
5b. In case of illness of the Client, the date of service of the agreement will remain unchanged. If substantial part of the number of participants cannot attend due to illness, another date for the services of the agreement will be considered in consultation with the Contractor.
5c. If the agreement continues due to illness of the Client, the minimum number of participants will always be charged. In the situation that a participant is ill, while more participants are present than the minimum required number, they will not be charged as compensation.

6. If the agreement between both parties cannot go ahead due to Covid-19 regulations, we will work together to find the best solution for both parties.

Article 10: License fees and prices

1. License fees and other prices or rates quoted by Discover Visually or agreed with Discover Visually are exclusive of sales tax (VAT) and other taxes or levies, unless otherwise stated.

2. Discover Visually is in all cases entitled to adjust the agreed price by means of an e-mail to Licensee with a period of thirty (30) days.

3. If Licensee does not wish to agree with a price adjustment notified by Discover Visually, Licensee is entitled to terminate the Agreement in writing or by e-mail within thirty (30) days of the notification thereof, by the date specified in Discover Visually’s notification on which the price adjustment would take effect. The paid license fee will be refunded on a pro rata basis.

4. Licensee shall not be entitled to set-off with respect to the payment of the license fee and other amounts due. Licensee may not postpone payment of the license fee or other amounts by invoking the possible defectiveness of the service.

5. If Discover Visually blocks a service pursuant to the applicable terms and conditions, it shall be entitled to attach to an unblock the condition that Licensee shall pay the applicable fees, in accordance with the regulations applicable thereto at Discover Visually at the time of unblocking.

Article 11: Payment, collection costs and cancellation conditions

1a. Payment shall always be made within 30 days of the invoice date, in a manner to be indicated by Contractor in the currency in which the invoice was made, unless otherwise indicated in writing by Contractor.
1b. Contractor is entitled to invoice periodically.

2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. The interest on the amount due and payable shall be calculated from the moment the Client is in default until the moment of payment of the full amount due.

3. Contractor shall have the right to have payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Contractor may, without thereby falling into default, refuse an offer of payment if the Client designates a different sequence for the allocation of the payment. Contractor may refuse full repayment of the principal sum if this does not include the accrued interest and collection costs.

4. The Client shall never be entitled to set off any amount it owes to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. Nor is the Client who is not entitled to invoke section 6.5.3 (articles 231 up to and including 247 of Book 6 of the Dutch Civil Code) entitled to suspend payment of an invoice for any other reason.

5. If the Client is in default or breach of contract in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. The default of the Client, who is a natural person, not acting in the course of a profession or business (private client), shall become effective after he has been demanded to pay within fourteen days after the date of the demand and payment has not been made. The reminder shall also state the consequences of the failure to pay. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice. However, if Contractor has incurred higher costs for collection that were reasonably necessary and the Client is not a natural person acting in the course of a profession or business (business client), the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

6a. The Client may dissolve the agreement/service/workshop within 48 hours without giving reasons. After this, up to 96 hours before the service/workshop, a cancellation fee will apply which, provided there is no sound reason for cancellation, will be equal to 30% of the total agreed price. If the cancellation is notified within 96 hours before the service/workshop, the cancellation fee will be 80% of the total agreed price.
6b. The Contractor will always be clear at the time of cancellation what the costs are.

Article 12: Payment license and direct transfers

1. The license fee shall be invoiced prior to the period.

2. Payment of the license fee must be made no later than 14 days after the invoice date when no payment method based on direct bank transfer (iDeal, PayPal, Credit Card etc.) is used.

3. Discover Visually shall at all times have the right to demand full or partial payment in advance and/or otherwise obtain security for payment.

4. If the Licensee fails to pay the amounts due within the agreed period, the Licensee shall owe statutory interest on the outstanding amount, without any notice of default being required. If Licensee after notice of default remains negligent to pay the claim, the claim can be given out of hands, in which case Licensee in addition to the total amount then owed will also be obliged to fully compensate for extrajudicial and judicial costs, including all costs calculated by external experts in addition to the costs determined by law, related to the collection of this claim or exercise of rights otherwise, the amount of which is determined at least 15% of the total amount with a minimum of € 75, -.

5. Without prejudice to its other rights under the law or the Agreement, Discover Visually shall be entitled to suspend the Service in case of failure to make timely payment without being liable to the Licensee for any compensation of costs or damages.

Article 13: Retention of title

1. All goods delivered by the Contractor within the scope of the agreement shall remain the property of the Contractor until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the Contractor.

2. The Contractor’s goods, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or in any other way encumber the items covered by retention of title.

3a. The Client must always do everything that may reasonably be expected of him to safeguard the Contractor’s property rights.
3b. If third parties seize goods supplied subject to retention of title or wish to establish or assert rights to them, the Client is obliged to inform the Contractor thereof immediately. The Client further undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the insurance policy available for inspection by Contractor on demand. In the event of any insurance payment, Contractor will be entitled to this money. The Client undertakes to the Contractor in advance to cooperate in everything that may (appear to) be necessary or desirable in this context.

4. In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the Contractor and third parties to be appointed by the Contractor to enter all those places where the Contractor’s property is located and to repossess these.

Article 14: Guarantees, research and complaints, limitation period

1. The goods to be delivered by the Contractor shall meet the usual requirements and standards that may reasonably be set for them at the time of delivery and for which they are intended at normal use in the Netherlands. The guarantee mentioned in this article applies to goods destined for use within the Netherlands. If used outside the Netherlands, the Client must himself verify that the items are suitable for use there and meet the conditions imposed on them. The Contractor may in that case set other guarantee and other conditions in respect of the goods to be delivered or work to be carried out.

2. The guarantee referred to in paragraph 1 of this article applies for a period of 6 months after delivery, unless the nature of the delivered goods dictates otherwise or if the parties have agreed otherwise. If the guarantee provided by the Contractor concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless stated otherwise.

3a. Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use or use after the best-before date, incorrect storage or maintenance by the Client and/or third parties if, without the Contractor’s written consent, the Client or third parties have made changes or tried to make changes to the item, attached other items to it which should not have been attached or if it has been processed or treated in a manner other than prescribed.
3b. Nor can the Client claim a guarantee if the defect has arisen due to or as a result of circumstances beyond the Contractor’s control, including weather conditions (such as, for example, but not limited to extreme rainfall or temperatures) et cetera.

4. The Client is obliged to examine the delivered goods, or have them examined, immediately at the moment that the goods are made available to him or the work in question is completed. In doing so, the Customer must examine whether the quality and/or quantity of what is delivered corresponds to what was agreed upon and meets the requirements that the parties agreed upon in this respect. Any visible defects must be reported to Contractor in writing within 7 days of delivery. Any invisible defects must be reported in writing to Contractor immediately and in any event no later than fourteen days after their discovery. The report must contain as detailed a description as possible of the defect, so that Contractor is able to respond adequately. The Client must give Contractor the opportunity to investigate (or have investigated) a complaint.

5. If the Client files a complaint in time, this will not suspend his payment obligation. In that case, the Client will also remain obliged to take delivery of and pay for the other goods ordered and that which he has instructed the Contractor to do.

6. If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.

7. If it has been established that an item is defective and a complaint about this has been filed in due time, then the Contractor will, at the Client’s discretion, replace the defective item or arrange for its repair or pay the Client a replacement fee within a reasonable period of time after the return receipt of the item or, if the return is not reasonably possible, written notification about the defect by the Client. In the event of replacement, the Client shall be obliged to return the replaced item to the Contractor and to transfer ownership thereof to the Contractor, unless the Contractor indicates otherwise.

8. If it is established that a complaint is unfounded, the costs incurred by the Contractor as a result will be borne in full by the Client, including the research costs.

9. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipment and call-out charges, will be charged to the Client.

10. In deviation from the statutory limitation periods, the limitation period for all claims and defences against the Contractor and third parties involved in the execution of an agreement by the Contractor, is one year.

11. Discover Visually guarantees the soundness of the service delivered by it in accordance with what Licensee may reasonably expect based on the agreement.

12. If Licensee disagrees with a charge to its account/credit card, Licensee may contact Discover Visually via the contact page on the website. Licensee will then receive a substantive response from Discover Visually within 15 business days. If Licensee’s dispute is found to be justified, the amount collected will be returned to the account from which it was debited as soon as possible.

13. It is not permitted to terminate the subscription prematurely and, as a result, to reclaim amounts already paid. After the end of the subscription period it is possible to stop the subscription, free of charge.

14. Complaints do not suspend the payment obligations of Licensee.

Article 15: Liability

1. Should the Contractor be liable, then such liability shall be limited to the provisions of this clause.

2. Contractor shall not be liable for loss or damage of any kind arising because Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.

3. If Contractor should be liable for any loss or damage, its liability shall be limited to a maximum of once the invoice value of the order, or at least to that part of the order to which the liability relates.

4. The Contractor’s liability shall in any event be limited to the amount paid out by its insurer in the case in question.

5. The Contractor shall only be liable for direct damage.

6. Direct damage is understood to mean only the reasonable costs of determining the cause and extent of the damage, to the extent that such determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor’s defective performance conform to the Agreement, to the extent that such costs can be attributed to the Contractor, and reasonable costs incurred to prevent or limit the damage, to the extent that the Client demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions. Contractor shall never be liable for indirect loss, including consequential loss, loss of profit, lost savings and loss due to business interruption.

7. The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of the Contractor or its managing subordinates.

Article 16: Indemnification

1. The Client indemnifies Contractor against any claims from third parties who suffer damage in connection with the execution of the Agreement and whose cause is attributable to parties other than Contractor. Should the Contractor be held liable by third parties for this reason, the Client shall be obliged to assist Contractor in court and to immediately do everything that may be expected of it in such case. If the Client fails to take adequate measures, Contractor shall be entitled to do so itself, without notice of default. All costs and damage incurred by Contractor and third parties as a result will be borne in full by the Client.

Article 17: Intellectual property

1. Discover Visually reserves the rights and powers vested in it pursuant to the Dutch Copyright Act (Auteurswet) and other intellectual laws and regulations. Discover Visually has the right to use the knowledge acquired in executing an agreement for other purposes as well, to the extent that no strictly confidential information of the Client/Licensee is disclosed to third parties.

2. The Licensee/Client is not permitted to remove or change any indication of trademarks, trade names, copyrights or other intellectual or industrial property rights.

3. The Licensee/Client is not permitted to copy, reproduce or otherwise duplicate, translate, adapt, imitate, modify or reconstruct the service or any part thereof.

4. Licensee acquires, to the extent necessary for use of the Services, a non-transferable and non-exclusive right of use with respect to these intellectual property rights.

Article 18: Advising

1. All advice given by Discover Visually, knowledge shared and notices and statements provided by Discover Visually regarding, among other things, the characteristics of services to be provided by Discover Visually are entirely without obligation and are provided by Discover Visually by way of non-binding information. Discover Visually makes no warranties of any kind in this regard.

2. Discover Visually is not liable for any direct or indirect damages, in any form and for any reason whatsoever, resulting from information and/or advice provided by Discover Visually. Licensee/Client indemnifies Discover Visually against all claims from third parties, except in the case of intent or gross negligence on the part of Discover Visually.

Article 19: Applicable law and disputes

1. Dutch law applies exclusively to all legal relationships to which Licensee/Client is a party, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded.

2. The court in the place of establishment of the Contractor has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court which has jurisdiction according to the law.

3. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 20: Privacy

1. Discover Visually respects the privacy of Licensee/Client. Discover Visually will process Licensee/Client’s personal data in accordance with applicable privacy regulations and with the Privacy Statement, which can be viewed on Discover Visually’s website. Licensee/Client consents to this processing of its personal data.

Article 21: Location and amendment of general conditions

1. These terms and conditions can be found on Discover Visually’s websites.

2. The latest version or the version that applied at the time of the establishment of the legal relationship with the Contractor applies.

3. The Dutch text of the general terms and conditions shall always be decisive for its interpretation. Those can be find on the Dutch website of Discover Visually (https://www.discovervisually.nl/algemene-voorwaarden-en-klachtenregeling/)

— Complaint Procedure

We are sorry! We're going to fix it.

We are sorry! Discover Visually has customer satisfaction, professionalism, reliability and service orientation as our top priorities. However, we are not perfect either and you may find that we fall short in this regard.

We are happy to resolve your complaint. The quickest way to do this is to contact Julian Oude Maatman ([email protected]).

In order to help you as best as possible, we ask that you include the following aspects in your complaint:

– Name, address, city, phone number and email address,

– Indication of the Discover Visually activity to which the complaint relates, including date,

– The date the written complaint was sent,

– As clear a description of the complaint as possible,

– Any relevant copies of documents that clarify the complaint.

The more relevant information you provide, the better we are able to evaluate the complaint.

The complaint has been sent. How does it proceed?

Within a week of receiving the complaint, you will receive a written confirmation of receipt. After that we will immediately set to work to solve your complaint. We strive to do this within the same week, but within three weeks you have a substantive answer and possible solution (s).

If you do not agree with the answer you can always respond to the complaint and together we will look for the best solution.