Nuansus - General Terms and Conditions
Effective from November 2023
These General Terms and Conditions ("Terms") govern the establishment, content, and execution of all contracts and agreements between Nuansus, referred to as "the contractor," and its clients. Any variations to these Terms will only be considered valid if agreed upon in writing.
These Terms have been duly registered with the Chamber of Commerce in Amsterdam, the Netherlands, under registration number 91650127.
For inquiries concerning these Terms, Nuansus can be contacted via the following means:
Email: nuansus@nuansus.com
Address: Keizersgracht 520H, 1017 EK Amsterdam
Quotations and Offers :
All quotations made by Nuansus are non-binding and remain valid for a maximum of four weeks. Any binding commitment is established only upon written confirmation in a signed assignment confirmation or via a signed online quotation agreed upon by both Nuansus and the client.
Continuing Service Contracts :
Certain services such as SEO, SEA, social media campaigns, website maintenance, and design time purchase may involve continuing performance contracts. These contracts define specific project terms and project hour allocations agreed upon between Nuansus and the client for a stipulated period.
The termination of such contracts requires written notice at least one month prior to the contract's expiration. Failure to provide timely termination notice will automatically extend the contract for an additional three (3) months.
Advertising Sales Rules :
For advertising sales involving the use of cookies, clients must comply with relevant laws and regulations. Nuansus holds no liability and shall be indemnified against any claims arising from the client's use of cookies or related actions.
Clients are responsible for full compliance with applicable laws governing cookies and data analysis, including but not limited to the Dutch Telecommunications Act, Dutch Personal Data Protection Act, and the European General Data Protection Regulation (GDPR). At Nuansus's request, clients must demonstrate compliance in writing.
Nuansus disclaims responsibility for the content of client-devised advertisements or campaigns.
Delivery Periods, Modifications, Contract Extras, and Outsourcing
Services will typically be executed in phases, with each phase considered complete upon the client's approval or, if no rejection is made within the specified period provided by Nuansus. Modifications to a completed phase will require consultation and agreement on additional charges for contract extras.
Nuansus will strive to meet agreed delivery periods, subject to client cooperation and timely provision of necessary materials. Notification will be given to the client if any delay in delivery is anticipated.
Modification requests by the client for an ongoing assignment will result in the termination of the current agreement. A new quote reflecting additional work and costs will be provided for the client's approval.
Nuansus reserves the right to outsource work to third parties while acting as the principal contractor.
Minor deviations in the delivered product compared to the agreed-upon terms do not entitle the client to rejection, discounts, compensation, or rescission of the agreement. Nuansus is not obliged to retain data or materials used after completing the assignment.
Approval of Design
Design assignments will specify a maximum number of proposals agreed upon in the assignment confirmation or quote. Any additional design proposals beyond the agreed limit will incur extra charges payable by the client.
Final approval of each design or page template will be sought from the client. This approval includes confirmation of reviewed elements, pending modifications treated as contract extras, and ensuring approved elements appear in the final product.
Warranty
Nuansus offers a one (1) months warranty post-delivery, covering the rectification of apparent and non-apparent defects at no additional cost. Requests for warranty service must comply with specified conditions.
Warranty claims will be void if defects result from misuse, alterations by the client or third parties, client non-compliance with contractual obligations, data loss due to mishandling, or for certain services where warranty cannot be provided.
Use of Music, Images, and Videos
If Nuansus develops products such as websites or applications that display or play music, visual content, or videos, additional costs by collective management organizations (e.g., Buma/Stemra and/or SENA) will be borne separately by the client. The client shall indemnify Nuansus against these costs.
Exclusivity
Assignments entrusted to Nuansus will be exclusive and not concurrently assigned to other parties.
Non-Solicitation Clause
During the performance of an assignment and for a year following its completion, clients agree not to directly or indirectly employ Nuansus's employees, partners or freelances without prior written consent. Breach of this clause may lead to penalties.
Privacy Rules
Clients must comply with applicable privacy regulations such as the Personal Data Protection Act and the General Data Protection Regulation (GDPR). Nuansus disclaims liability for client-initiated newsletters or mailings and expects clients to indemnify Nuansus against related claims.
Liability by Nuansus
Nuansus's liability is limited and subject to specific conditions. The client must notify Nuansus in writing of any damages promptly.
Nuansus's liability will not exceed the amount received for the relevant services, except in cases of willful misconduct or gross negligence.
Force Majeure
Events outside Nuansus's control, constituting force majeure, may suspend obligations. In prolonged force majeure situations, either party can terminate the agreement without compensation.
Early Termination of Assignments
In certain cases, either party may terminate the agreement in writing without court intervention if specific conditions are met. Any preparatory work shall be compensated.
Applicability
These General Terms and Conditions apply to all offers, quotations, agreements, and services provided by Nuansus to clients. Any deviations from these terms must be agreed upon in writing.
Modification of Terms and Conditions
Nuansus reserves the right to modify or supplement these Terms at any time. Changes will be communicated in writing or via email and become effective one month after notification. Clients unwilling to accept revised Terms may terminate the agreement before the updated Terms take effect.
Disputes and Applicable Law
All services provided by Nuansus are governed by Dutch law. Disputes must be brought before the competent court in Amsterdam.