Terms & Conditions

Article 1: Definitions

1.1 Definitions

The following terms are used in these general terms and conditions:

• RAWWW ONLINE: the user of these terms and conditions, hereinafter referred to as RAWWW ONLINE.
• Client: the contracting party of RAWWW ONLINE.

Article 2: Agreement, quotation, and confirmation

2.1 Applicability

These general terms and conditions apply to all offers, quotations, and agreements between RAWWW ONLINE and the client to which RAWWW ONLINE has declared these conditions applicable, unless expressly agreed otherwise in writing by the parties.

2.2 Quotation

Quotations are valid for two months unless otherwise agreed in writing. Offers or quotations do not automatically apply to future assignments.

2.3 Quotation prices

The prices in the quotations and offers are exclusive of VAT, government levies, and any additional costs related to the agreement, such as travel, shipping, and administrative expenses, unless otherwise indicated.

2.4 Written confirmation

Assignments must be confirmed in writing by the client. If the client fails to do so but nevertheless agrees that RAWWW ONLINE commences work on the assignment, the content of the quotation will be deemed to have been agreed upon. Additional verbal agreements and conditions only bind RAWWW ONLINE once they are confirmed in writing.

2.5 Costs to be charged

If preliminary designs, sketches, or concepts are created as part of a quotation, RAWWW ONLINE is entitled to charge the actual costs incurred.

2.6 Multiple contractors

If the client intends to assign the same task to parties other than RAWWW ONLINE simultaneously, the client must inform RAWWW ONLINE of this intention and disclose the names of the other parties involved.

2.7 Client's representation authority

The representative acting on behalf of a legal entity must demonstrate their authority to do so upon RAWWW ONLINE's request.

2.8 Client's general terms and conditions

The general terms and conditions of the client are expressly rejected by RAWWW ONLINE unless explicitly accepted in writing by RAWWW ONLINE.

Article 3: Execution of the agreement

3.1 Execution of the assignment

RAWWW ONLINE will make every effort to execute the assignment with care and independence, safeguard the client's interests, and strive for a result useful to the client. If necessary, RAWWW ONLINE will keep the client informed orally or in writing about the progress of the work.

3.2 Provision of information

The client must ensure that all information deemed necessary by RAWWW ONLINE, or which the client should reasonably understand is necessary for executing the agreement, is provided in a timely manner.

3.3 Liability for information

The client is responsible for any misunderstandings or errors in the execution of the agreement arising from actions by the client, such as not providing timely, complete, accurate, or clear data or materials, unless such inaccuracies or incompleteness should have been apparent to RAWWW ONLINE.

3.4 Supplier cost estimates

If RAWWW ONLINE prepares a budget for third-party costs at the client's request, this budget is for indicative purposes only. RAWWW ONLINE can request quotes on behalf of the client if desired.

3.5 Use of suppliers

Unless otherwise agreed, assignments to third parties for creating the design are given by or on behalf of the client. At the client's request, RAWWW ONLINE may act as an authorized representative at the client's expense and risk.

3.6 Approval before production

Before proceeding with production, reproduction, or publication, both parties must review and approve the final models, prototypes, or proofs of the design.

3.7 Delivery deadlines

Deadlines provided by RAWWW ONLINE for completing the design are indicative unless otherwise stated in the agreement. RAWWW ONLINE is only in default after the client has provided a written notice of default following the lapse of the agreed deadline.

3.8 Contract duration

The agreement is valid for the duration of the assignment unless otherwise agreed in writing.

Article 4: Use and license

4.1 Licensing

Upon fulfilling all obligations under the agreement, the client receives an exclusive, non-transferable license to use the design or other work created by RAWWW ONLINE. This license is valid for the usage and purpose specified in the agreement unless otherwise agreed in writing. Usage is limited to the agreed purpose and duration.

4.2 Exclusivity

If the agreement grants the client exclusive rights, RAWWW ONLINE agrees not to provide or sell the design to other third parties within the agreed period and geographic or sectoral boundaries. For any other usage, written permission from RAWWW ONLINE is required.

4.3 Modifications to work

The client may not modify the design without prior written consent from RAWWW ONLINE unless the modifications are necessary for the agreed use. Unauthorized modifications will nullify the exclusive license.

4.4 Termination of exclusive rights

Exclusive rights are revoked if the client fails to meet payment or other contractual obligations. RAWWW ONLINE then reserves the right to withdraw the license and relicense or sell the work to other parties.

4.5 Complimentary copies

If the design is mass-produced or published, the client must provide RAWWW ONLINE with 5 to 10 complimentary copies of the final product, depending on the print run.

Article 5: Fees

5.1 Fees and additional costs

In addition to the agreed fee, costs incurred by RAWWW ONLINE in executing the assignment are eligible for reimbursement. Fee changes during the assignment will be communicated, and the client has the right to terminate the agreement in such cases.

5.2 Additional work fees

If RAWWW ONLINE is required to perform additional work due to the client's failure to provide complete, accurate, or timely materials or due to a changed or incorrect assignment, these tasks will be charged separately at RAWWW ONLINE's standard rates.

Article 6: Payment

6.1 Payment term

Payments must be made within 14 days of the invoice date. Objections to the invoice amount do not suspend the payment obligation.

6.2 Periodic payments

RAWWW ONLINE may invoice for work performed periodically during the assignment.

6.3 Default

If the client fails to pay within the 14-day period, they are in default and owe interest equal to the statutory rate. All costs incurred by RAWWW ONLINE to recover overdue payments, including legal, judicial, and collection agency costs, are payable by the client.

6.4 Price adjustments

RAWWW ONLINE reserves the right to adjust prices in response to demonstrable cost changes such as taxes. Clients will be informed of changes at least one month in advance.

6.5 Immediate payment

In cases of liquidation, bankruptcy, or suspension of payment by the client, all amounts due to RAWWW ONLINE are immediately payable.

6.6 Allocation of payments

RAWWW ONLINE reserves the right to allocate payments towards costs, interest, and then principal, regardless of the client's intended payment allocation.

Article 7: Intellectual property

7.1 Intellectual property rights

All intellectual property rights related to the design and other materials created by RAWWW ONLINE remain exclusively owned by RAWWW ONLINE unless otherwise agreed in writing.

7.2 Usage of materials

The client obtains a usage right for the materials solely for the agreed purpose. Modification, distribution, or reproduction without RAWWW ONLINE's consent is prohibited unless explicitly permitted.

7.3 Copyright

RAWWW ONLINE retains copyright over created materials unless otherwise agreed. The client may use the materials in the agreed form and purpose.

7.4 Ownership of preliminary designs

All preliminary designs, sketches, or drafts remain RAWWW ONLINE's property. The client may use these materials solely for agreed purposes unless otherwise authorized.

Article 8: Confidentiality and privacy

8.1 Confidential information

Both RAWWW ONLINE and the client are obligated to keep all information that they share in the course of the agreement strictly confidential. This includes all materials, data, and insights shared during collaboration unless explicitly agreed otherwise in writing or if the information is already publicly known.

8.2 Use of confidential information

RAWWW ONLINE will not use any confidential information for purposes other than the execution of the agreement. Similarly, the client will not share RAWWW ONLINE's processes, concepts, or designs with third parties unless explicitly agreed otherwise.

8.3 Privacy compliance

Both parties agree to comply with all applicable privacy laws and regulations. Personal data exchanged between RAWWW ONLINE and the client will be handled with care and only used for the purposes outlined in the agreement.

8.4 Non-disclosure agreement (NDA)

If requested, both parties may sign a non-disclosure agreement for added protection of shared information.

Article 9: Termination of agreement

9.1 Termination by either party

The agreement may be terminated in writing by either party, provided a notice period of one month is observed, unless otherwise agreed.

9.2 Immediate termination

RAWWW ONLINE may immediately terminate the agreement without notice if:

• The client is declared bankrupt or requests a suspension of payment.
• The client fails to fulfill their obligations despite being given written notice and reasonable time to rectify the situation.

9.3 Consequences of termination

Upon termination, all outstanding payments and obligations become immediately due. Any licenses or rights granted to the client are revoked unless otherwise agreed in writing.

9.4 Delivery of materials

RAWWW ONLINE will provide any completed work or materials to the client upon termination, provided all outstanding invoices are paid.

Article 10: Liability

10.1 Limitation of liability

RAWWW ONLINE's liability is limited to direct damages resulting from attributable shortcomings in the execution of the agreement, up to the amount of the agreed fee or the insured amount if applicable.

10.2 Exclusion of indirect damages

RAWWW ONLINE is not liable for indirect damages, such as loss of profit, missed savings, or damages due to business interruption.

10.3 Client's liability

The client is responsible for ensuring that any provided materials, data, or instructions do not infringe on the rights of third parties. The client indemnifies RAWWW ONLINE against any claims from third parties regarding the use of such materials or data.

Article 11: Force majeure

11.1 Definition of force majeure

RAWWW ONLINE is not liable for failure to fulfill obligations due to circumstances beyond its control, including but not limited to natural disasters, pandemics, cyberattacks, government restrictions, or disruptions in third-party services.

11.2 Suspension of obligations

In the event of force majeure, RAWWW ONLINE's obligations are suspended for the duration of the circumstances. If the force majeure period exceeds three months, either party may terminate the agreement without liability.

Article 12: Disputes and governing law

12.1 Governing law

This agreement is governed by the laws of the Netherlands.

12.2 Dispute resolution

Disputes will first be addressed through mutual consultation. If no resolution is reached, disputes will be submitted to the competent court in the Netherlands.

12.3 Language

In case of discrepancies between translated versions of these terms and conditions, the Dutch version prevails.

Article 13: Final provisions

13.1 Modifications to terms

RAWWW ONLINE reserves the right to amend these terms and conditions. Clients will be informed of significant changes at least 30 days in advance.

13.2 Retention of rights

Failure to enforce any right or provision of these terms does not constitute a waiver of such rights.

13.3 Invalid provisions

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.

Contact

hi@rawww.online  |  +31 (0)6 14 63 55 69