In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.

Client: the other party of Scopic_Labs B.V.

Agreement: the agreement to provide services.

2.1.
These conditions apply to every offer, quotation and agreement between Scopic_Labs B.V. and a client to whom Scopic_Labs B.V. has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.

2.2.
The present terms and conditions also apply to all agreements with Scopic_Labs B.V., for the implementation of which third parties must be involved.

2.3.
Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.

2.4.
The applicability of any purchase or other conditions of the client is expressly rejected.

2.5.
If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. Scopic_Labs B.V. and the client will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provision will be taken into account if and to the extent possible.

3.1.
All offers are without obligation, unless a term for acceptance is stated in the offer.

3.2.
The information provided by Scopic_Labs B.V. quotations made are without obligation; these are valid for 30 days unless otherwise specified. Scopic_Labs B.V. is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless indicated otherwise.

3.3.
The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, unless indicated otherwise.

3.4.
If the acceptance (on minor points) deviates from the offer included in the quotation, Scopic_Labs B.V. are not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Scopic_Labs B.V. indicates otherwise.

3.5.
A composite quotation obliges Scopic_Labs B.V. not to perform part of the assignment for a corresponding part of the stated price.

3.6.
Offers or quotations do not automatically apply to future assignments.

4.1.
Scopic_Labs B.V. will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.

4.2.
If and insofar as required for the proper execution of the agreement, Scopic_Labs B.V. the right to have certain activities performed by third parties.

4.3.
The client ensures that all data, which Scopic_Labs B.V. indicates that these are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, timely to Scopic_Labs B.V. are provided. If the information required for the execution of the agreement is not provided in time to Scopic_Labs B.V. have been provided, Scopic_Labs B.V. the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay in accordance with the usual rates.

4.4.
Scopic_Labs B.V. is not liable for damage, of whatever nature, because Scopic_Labs B.V. is based on incorrect and/or incomplete data provided by the client, unless this inaccuracy or incompleteness is known to Scopic_Labs B.V. should be known.

4.5.
If it has been agreed that the agreement will be executed in phases, Scopic_Labs B.V. suspend the execution of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.

4.6.
If Scopic_Labs B.V. or by Scopic_Labs B.V. third parties engaged in the context of the assignment are performed at the client's location or a location designated by the client, the client will provide the facilities reasonably desired by those employees free of charge.

4.7.
The client indemnifies Scopic_Labs B.V. for any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the client.

5.1.
If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.

5.2.
If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Scopic_Labs B.V. will inform the client as soon as possible.

5.3.
If the amendment or addition to the agreement will have financial and/or qualitative consequences, Scopic_Labs B.V. inform the client about this in advance.

5.4.
If a fixed fee has been agreed, Scopic_Labs B.V. indicate the extent to which the amendment or supplement to the agreement will result in this fee being exceeded.

5.5.
Notwithstanding paragraph 3, Scopic_Labs B.V. cannot charge additional costs if the change or addition is the result of circumstances that are attributable to Scopic_Labs B.V. can be attributed.

6.1.
The agreement between Scopic_Labs B.V. and a client is entered into for a definite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

6.2.
If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a strict deadline. If the execution term is exceeded, the client must notify Scopic_Labs B.V. therefore to give notice of default in writing.

7.1.
The parties can agree on a fixed fee when the agreement is concluded.

7.2.
If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of Scopic_Labs B.V., applicable for the period in which the work is performed, unless a different hourly rate has been agreed.

7.3.
The fee and any cost estimates are exclusive of VAT.

7.4.
For assignments with a duration of more than 1 month, the costs owed will be charged periodically.

7.5.
If Scopic_Labs B.V. agrees a fixed fee or hourly rate with the client, Scopic_Labs B.V. nevertheless entitled to increase this fee or rate.

7.6.
In addition, Scopic_Labs B.V. may increase the fee if during the performance of the work it appears that the originally agreed or expected amount of work was estimated to such an extent when the agreement was concluded, and this is not attributable to Scopic_Labs B.V., that Scopic_Labs B.V. cannot reasonably be expected to. may be expected to perform the agreed work for the originally agreed fee. Scopic_Labs B.V. In that case, the client will notify the intention to increase the fee or rate. Scopic_Labs B.V. will also state the extent of and the date on which the increase will take effect.

8.1.
Payment must be made within 30 days of the invoice date, and before implementation of the developed website on your own domain name, to a designated address provided by Scopic_Labs B.V. to be indicated in the currency in which the declaration is made. Objections to the amount of the invoices do not suspend the payment obligation.

8.2.
If the client fails to pay within the period of 30 days, the client is legally in default. The Client then owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. The interest on the amount due and payable will be calculated from the moment that the client is in default until the moment of payment of the full amount. Reminder costs: first reminder: €7.50, second reminder €15.00, third and last reminder €25.00. If no payment is made after the third reminder, Scopic_Labs B.V. is entitled to (temporarily) put the developed product out of use.

8.3.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of Scopic_Labs B.V. immediately due and payable to the client.

8.4.
Scopic_Labs B.V. has the right to have the payments made by the client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal and the current interest. Scopic_Labs B.V. can, without being in default as a result, refuse an offer of payment, if the client designates a different order for the allocation. Scopic_Labs B.V. may refuse full repayment of the principal, if the outstanding and accrued interest as well as the costs are not also paid.For assignments with a duration of more than 1 month, the costs owed will be charged periodically.

9.1.
All by Scopic_Labs B.V. Goods delivered, possibly including designs, sketches, scripts, cms, software, (digital) files, etc., remain the property of Scopic_Labs B.V..

9.2.
The client is not authorized to pledge or in any other way encumber the goods subject to retention of title.9.3.If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the client is obliged to notify Scopic_Labs B.V. as soon as may reasonably be expected.

10.1.
If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. If the client fails to pay a sum of money on time, he forfeits an immediately due and payable fine of 15% on the amount still owed. This with a minimum of €35.00.

10.2.
If Scopic_Labs B.V. has incurred higher costs, which were reasonably necessary, these are also eligible for reimbursement.

10.3.
Any reasonable judicial and execution costs incurred will also be borne by the client.

10.4.
The Client owes interest on the collection costs incurred.

11.1
An agreement for hosting a developed website, or backend for a mobile application will take place externally with a hosting company. The agreement is entered into for a period of one year and is tacitly extended for the same period. Termination of the (extended) agreement by the client must be made to the hosting company at least three months before the end of the contract period.

11.2
Scopic_Labs B.V. is not liable for failure or inaccessibility as a result of failures in the Internet or with other providers, power failure, etc.

12.1.
Complaints about the performedactivities must be reported in writing to Scopic_Labs B.V. by the client within 8 days after discovery, but no later than 14 days after completion of the relevant activities. The notice of default must contain as detailed a description as possible of the shortcoming, so that Scopic_Labs B.V. able to respond appropriately.
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12.2.
If a complaint is justified, Scopic_Labs B.V. still perform the work as agreed, unless this has meanwhile become demonstrably pointless for the client. The latter must be made known in writing by the client.

12.3.
If performing the agreed work is no longer possible or useful, Scopic_Labs B.V. only be liable within the limits of Article 16.

13.1.
Both parties may terminate the agreement in writing at any time.

13.2.
If the agreement is terminated prematurely by the client, after entering into the agreement and before implementation of the developed website, its own domain name, or application for a touch screen device, personal computer or Head Mounted Display, Scopic_Labs B.V. right to compensation, unless the termination is based on facts and circumstances that are attributable to Scopic_Labs B.V. are attributable. Furthermore, the client is still obliged to pay the invoice for work performed up to that point + 10% of the established fee.

13.3.
If the agreement is terminated prematurely by Scopic_Labs B.V., Scopic_Labs B.V. ensure, in consultation with the client, the transfer of work still to be performed to third parties, unless the termination is based on facts and circumstances that are attributable to the client.

13.4.
If the transfer of the work for Scopic_Labs B.V. entails additional costs, these will be charged to the client.

14.1.
Scopic_Labs B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: Client does not or not fully fulfill the obligations under the agreement. After the conclusion of the agreement, Scopic_Labs B.V. circumstances that have come to our attention give good grounds to fear that the client will not fulfill its obligations. If there is good reason to fear that the client will only partially or not properly comply, suspension is only permitted insofar as the shortcoming justifies it. When concluding the agreement, the client was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient.

14.2.
Furthermore, Scopic_Labs B.V. authorized to dissolve the agreement (or have it dissolved) if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance cannot reasonably be expected from the agreement.

14.3.
If the agreement is dissolved, the claims of Scopic_Labs B.V. immediately due and payable to the client. If Scopic_Labs B.V. suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.

14.4.
Scopic_Labs B.V. reserves the right to claim compensation at all times.

15.1
.If Scopic_Labs B.V. has made goods available to the client during the execution of the agreement, the client is obliged to return the delivered goods within 14 days in their original condition, free of defects and in full. If the client does not comply with this obligation, all costs arising from this will be for his account.

15.2.
If the client, for whatever reason, after a reminder to that effect, still fails to fulfill the obligation referred to under 1. Scopic_Labs B.V. the right to recover the resulting damage and costs, including the costs of replacement, from the client.

16.1.
If Scopic_Labs B.V. should be liable, then this liability is limited to what is arranged in this provision.

16.2.
If Scopic_Labs B.V. is liable for direct damage, then that liability is limited to a maximum of twice the invoice amount, at least that part of the assignment to which the liability relates, at least to a maximum of €5,000 (In words: FIVE THOUSAND euros). The liability is at all times limited to a maximum of the amount paid by the insurer of Scopic_Labs B.V. benefit to be provided where appropriate.

16.3.
Notwithstanding the provisions under 2. of this article, in the case of an assignment with a duration longer than six months, the liability is further limited to the fee part owed over the last six months.

16.4.
Direct damage is exclusively understood to mean:The reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;Any reasonable costs incurred to correct the defective performance of Scopic_Labs B.V. to comply with the agreement, unless this is not provided to Scopic_Labs B.V. can be attributed; Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

16.5.
Scopic_Labs B.V. is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

16.6.
The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Scopic_Labs B.V. or his subordinates.

17.1.
The client indemnifies Scopic_Labs B.V. for claims by third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.

17.2.
If the client provides Scopic_Labs B.V. information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses and defects.

18.1.
The risk of loss or damage to the goods that are the subject of the agreement transfers to the client at the time when these are legally and/or actually delivered to the client and thus under the control of the client or of a third party to be designated by the client. are being brought.

19.1.
The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, a legal act or generally accepted views.

19.2.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which Scopic_Labs B.V. cannot exercise any influence, but as a result of which Scopic_Labs B.V. is unable to meet its obligations. Strikes in the company of Scopic_Labs B.V. are included.

19.3.
Scopic_Labs B.V. also has the right to invoke force majeure if the circumstances that prevent (further) fulfillment arise after Scopic_Labs B.V. should have fulfilled its obligations.

19.4.
The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.

19.5.
Insofar as Scopic_Labs B.V. At the time of the occurrence of the force majeure, it has meanwhile partially fulfilled or will be able to fulfill its obligations under the agreement, and the part fulfilled or to be performed has independent value, Scopic_Labs B.V. entitled to separately invoice the part already fulfilled or to be fulfilled. The client is obliged to pay this invoice as if it were a separate agreement.

20.1.
Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.

20.2.
If, on the basis of a legal provision or a court decision, Scopic_Labs B.V. is obliged to provide confidential information to third parties designated by the law or the competent court, and Scopic_Labs B.V. cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, Scopic_Labs B.V. is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.

21.1.
Without prejudice to the other provisions of these general terms and conditions, Scopic_Labs B.V. the intellectual property rights, including copyrights, on the results of the activities of Scopic_Labs B.V. and any changes thereto. In exchange for full and unconditional payment of the agreed fees, Scopic_Labs B.V. grants the client the non-transferable and non-exclusive right to use the results of the work of Scopic_Labs B.V., unless the parties have agreed otherwise; for the duration of the period as agreed between the parties, or if no term has been agreed for a period of (twelve) 12 months, counting from the first day of publication; for the purposes of the activities that can reasonably be regarded as reasons for the existence of the results of the activities; in the Netherlands.

21.2.
All by Scopic_Labs B.V. Documents provided, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client and may not be used by him without prior permission from Scopic_Labs B.V. reproduced, modified, made public or brought to the notice of third parties, unless the nature of the documents provided dictates otherwise. Prior permission is also required for use of the results of the work for purposes other than those described above, for a longer period of time or in another area.

21.3.
Scopic_Labs B.V. reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

22.1.
If an example 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 to it.

23.1.
The judge in the place of business of Scopic_Labs B.V. is exclusively authorized to take cognizance of disputes, unless the subdistrict court has jurisdiction. Nevertheless, Scopic_Labs B.V. the right to submit the dispute to the competent court according to the law.

23.2.
The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

24.1.
Any agreement between Scopic_Labs B.V. and the client is subject to Dutch law.