Terms and conditions.

‘Yonglo’ means: Yonglo, registered under number 70817898 with the Eindhoven Chamber of Commerce.

‘Client’ means: the natural person or legal entity, or their legal successor, who has instructed Yonglo to produce goods or to perform work, or to issue a quotation.

‘Assignment’ means: the client's request to Yonglo to produce one or more goods or perform work in return for payment.

‘Producing goods’ means: producing a physical product, a service or a product present on an information carrier or a so-called server.

‘The goods produced by Yonglo’ means: a physical product, a service or a product present on an information carrier or a so-called server.

‘Performing work’ means: everything Yonglo makes or undertakes, or has made or undertaken, on behalf of the client. This includes, among other things, developing a concept and idea, delivering a website and drawing up advice in the field of web design, design, marketing and communication.

‘Quotation’ means: the goods to be produced or work to be performed, specified to a greater or lesser extent, and the estimate of the costs associated with those goods or that work. ‘Information carriers’ means: magnetic disks, optical disks, servers and all other means intended for recording, editing, sending, reproducing or publishing texts, images or other data with the aid of equipment, all in the broadest sense of the word.

All Yonglo quotations are an invitation to accept an offer. Yonglo always has the right not to accept an assignment.

Unless agreed otherwise, all quotations issued by Yonglo are at the client's expense. Yonglo will determine the price for issuing the quotation in advance and inform the client of it in writing or by email.

If it is agreed that a quotation will be issued free of charge, Yonglo may set conditions or special arrangements in writing. If the client fails to comply with these conditions or special arrangements, the client is obliged to reimburse Yonglo for the actual costs, including labour costs, incurred in preparing the quotation.

Yonglo's quotations are based on the information provided by the client. The client provides, to the best of their knowledge, all essential information for the assignment.

An agreement with Yonglo is only concluded after the client has confirmed acceptance of it by email.

The scope of the assignment is determined by its description in Yonglo's order confirmation or quotation, including all changes and additions later agreed in writing or by email.

Changes to the assignment after it has been given must be communicated by the client to Yonglo in good time and in writing or by email. If the changes are given verbally, any adverse consequences of these changes are at the client's expense.

Changes to the assignment take effect through and from their acceptance by Yonglo.

Any additional or reduced costs resulting from changes to the assignment are in principle charged to or credited to the client. Yonglo will inform the client in good time, but at least before implementing the changes, of any foreseeable additional costs. Additional costs are determined by post-calculation of the number of hours actually spent, based on an hourly rate considered reasonable in the industry, unless the parties have agreed otherwise.

Changes to the assignment may result in the agreed delivery time being exceeded by Yonglo through no fault of its own.

All prices quoted exclude value added tax (VAT), other government levies and any shipping, transport and postage costs, unless agreed otherwise in writing.

The price stated in the agreement or quotation is an indicative price. Yonglo reserves the right to invoice up to 10% of the agreed price extra based on post-calculation. If a price overrun of more than 10% is imminent, Yonglo will consult with the client again as soon as possible after it becomes apparent in order to reach a new agreement. The client is obliged to renegotiate with Yonglo. If no new agreement is reached, the client is in any case obliged to pay a reasonable fee for the work performed up to that point. Yonglo in any case retains the right to still carry out the assignment for the original fee, including the maximum post-calculation.

Reasons for post-calculation as referred to in the previous paragraph may include: changes, before delivery has taken place, in the prices of raw materials, wages, the exchange rates between Dutch and foreign currencies, import duties, taxes and other factors affecting the cost price, as well as additional work that was unforeseen by Yonglo at the time the agreement was concluded.

The 10% price overrun limit in paragraph 2 of this article does not apply if the client fails to meet its duty to inform Yonglo as referred to in article 2 paragraph 4, or if the client otherwise fails to meet its obligation to cooperate with Yonglo. Yonglo is, however, obliged to consult with the client if such a case arises and will then determine a new price in reasonableness and fairness.

As a result of the provisions of article 3 paragraphs 3, 4 and 5, the maximum price overrun of 10% from paragraph 2 of this article does not apply in the event of a change to the agreement. Should the price increase resulting from a change to the agreement exceed 10%, Yonglo will determine a new price in reasonableness and fairness after consultation with the client.

If no price has been agreed between the parties, but the parties concluded one or more agreements with the same or virtually the same content in the year preceding the agreement, the price will be calculated on the basis of the production methods and calculation rates used in those agreements.

If, other than under the previous paragraph of this article, no price has been agreed between the parties, if a price has only been given as an estimate, or if the agreed price may be changed under these general terms and conditions, the price or the change will be determined by post-calculation based on the hours spent by Yonglo. This post-calculation will be based on an hourly rate considered reasonable in the industry.

Yonglo ensures timely invoicing. Partial invoicing is always possible by mutual agreement.

Before or in order to continue the assignment, Yonglo is entitled to require one or more advance payments, which can be offset, by means of an invoice. If these are not paid, Yonglo is entitled not to start or to suspend its work, or to dissolve the agreement.

Invoices must be paid within 14 days of the invoice date, in euros, into an account designated by Yonglo.

In the event of late payment, the client is in default by operation of law and, even without a notice of default, owes interest for late payment equal to the applicable statutory interest from the due date. If Yonglo hands over its claim against the client for collection, the client owes all judicial and extrajudicial costs involved in the collection, with the extrajudicial collection costs fixed by the parties at 15% of the principal sum and interest, with a minimum of 112.50 euros excluding VAT.

The client must notify Yonglo of any objections to Yonglo's invoice in writing, stating reasons, within 14 days of the invoice date, failing which the client is deemed to have agreed to the invoiced amount.

When accepting an assignment, Yonglo will determine a delivery period in consultation with the client. Yonglo will meet the stated delivery times to the best of its ability.

These stated delivery times are indicative and are never to be regarded as a strict deadline. The mere exceeding of a stated delivery time does not put Yonglo in default and does not entitle the client to compensation, dissolution of the agreement or non-performance of any obligation towards Yonglo.

If a significant delay in the delivery time is imminent, Yonglo will contact the client as soon as possible to reach a solution acceptable to both parties in consultation.

In the case of composite offers, there is no obligation to deliver part of the total performance at the amount stated for that part in the offer or at a proportional part of the price quoted for the whole, unless expressly agreed otherwise in writing.

Yonglo retains ownership of all goods produced by Yonglo and the results of work performed, until such time as everything the client owes Yonglo in respect of deliveries has been paid.

All materials (texts, photos, graphic material) supplied to Yonglo by the client for the production of a website and/or the graphic design are the property of the client. Yonglo is not liable for claims or legal proceedings arising from the unlawful supply of material that infringes copyright legislation and/or existing brand names. The client is responsible for the content (such as text) on their website, social media, logo and printed matter. Yonglo cannot be held liable for this.

All goods produced by Yonglo, such as means of production, semi-finished products and aids, and in particular design drawings, models, information carriers, computer software, data files, photographs and peripheral equipment, remain the property of Yonglo, even if they are listed as a separate item on the quotation, in the offer or on the invoice. Yonglo is not obliged to hand over the goods referred to in paragraph 1 to the client.

Yonglo is not obliged to keep the goods referred to in the first paragraph of this article for the client. If Yonglo and the client agree that Yonglo will keep these goods, this will be for a maximum period of one year and without Yonglo guaranteeing their suitability for repeated use. Any costs for Yonglo keeping the goods referred to in paragraph 1 are at the client's expense.

Yonglo will keep the goods entrusted to it by the client in the context of the performance of the agreement with the care of a good custodian.

Without prejudice to the previous paragraph of this article, the client bears all risks with regard to the goods referred to in paragraph 1 during their custody, unless a business insurance policy of Yonglo covers this risk. If desired, the client must take out insurance for this risk themselves.

The client is obliged to ensure that, before providing Yonglo with copy, a drawing, a design, a photograph or an information carrier, a duplicate of these items is made. The client must keep these items in their possession.

The client grants Yonglo a right of pledge on all goods that the client places under Yonglo's control in the context of the performance of the agreement with Yonglo, as additional security for everything the client may owe Yonglo in any capacity and on any grounds whatsoever, including debts that are not yet due and conditional debts.

Reports or documents delivered in connection with advisory or research work, as well as goods produced by Yonglo, fall within the scope of the Dutch Copyright Act 1912 (Auteurswet 1912).

All materials (texts, photos, graphic material) supplied to Yonglo by the client for the production of a website and/or the graphic design are the property of the client.

The goods to be delivered or delivered by Yonglo, such as copy, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographs and similar means of production and aids, may not be reproduced in the context of any production process without Yonglo's written permission.

Yonglo reserves the right to use results obtained on the basis of the assignment for its own use or that of third parties, as long as this does not harm the client's interests.

In the event of a claim by a third party, the client is obliged to inform Yonglo of this in writing without delay and, on request, to provide all information and cooperation necessary for conducting a defence and/or settlement negotiations.